Nippon Acquisition

Acquisition by Nippon Paint Holdings Co., Ltd.

On 21 August 2019 a Scheme of Arrangement was implemented under which Nippon Paint Holdings Co., Ltd. ('Nippon Paint') acquired 100% of DuluxGroup shares. As a result, DuluxGroup Shares were removed from the Australian Securities Exchange (ASX)

ASIC grants DuluxGroup and certain of its subsidiaries relief

ASIC has granted DuluxGroup Limited ACN 133 404 065 (DGL) and each of the subsidiaries listed below (together, the DuluxGroup) relief in order to facilitate the synchronising of its financial year end with its foreign parent, Nippon Paint Holdings Co., Ltd (Nippon Paint).

The DuluxGroup has been granted relief from the requirement to comply with section 323D(2)(b) of the Corporations Act which requires the financial year of a company to be 12 months long. The ASIC relief will allow the DuluxGroup to have a 15 month “transitional” financial year from 1 October 2018 to 31 December 2019. Following this transitional financial year, “regular” 12-month financial years will commence from 1 January 2020 and for each year thereafter (synchronised with other entities in the Nippon Paint group of companies).

In addition to DGL, each of the subsidiaries listed below have also sought similar ASIC relief.

Each of the entities in the DuluxGroup have now changed their financial year end from 30 September to 312 December and now align with the financial year end of Nippon Paint. This change will facilitate corporate reporting within the Nippon Paint group of companies.

As a result of the relief, a consolidated audited financial report for DGL and its relevant consolidated entities will be prepared in accordance with Part 2M.3 of the Corporations Act and lodged with ASIC in respect of the transitional financial year from 1 October 2018 to 31 December 2019.

Entities that ASIC relief applies to:

DuluxGroup Limited                                        ACN 133 404 065

Alesco Corporation Pty Ltd                                ACN 008 666 064

Automatic Technology (Australia) Pty Ltd          ACN 007 125 368

B&D Australia Pty Ltd                                        ACN 010 473 971

Concrete Technologies Pty Ltd                          ACN 105 358 049

DuluxGroup (Australia) Pty Ltd                           ACN 000 049 427

DuluxGroup (Employee Share Plans) Pty Ltd    ACN 144 549 646

DuluxGroup (Finance) Pty Ltd                            ACN 133 404 163

DuluxGroup (Investments) Pty Ltd                     ACN 133 404 216

DuluxGroup (New Zealand) Pty Ltd                    ACN 133 404 118

DuluxGroup (Nominees) Pty Ltd                         ACN 156 611 540

Dulux Holdings Pty Ltd                                        ACN 004 078 095

Lincoln Sentry Group Pty Ltd                               ACN 010 624 389

Parchem Construction Supplies Pty Ltd              ACN 069 961 968

Pargone Pty Ltd                                                   ACN 004 364 710

Background to the Acquisition by Nippon Paint

On 17 April 2019 DuluxGroup Limited announced that it had entered into a Scheme Implementation Deed with Nippon Paint Holdings Co., Ltd. ('Nippon Paint') under which Nippon proposes to acquire 100% of DuluxGroup shares.

At a Scheme Meeting on 31 July 2019, the resolution to approve the Scheme was approved by the requisite majorities of DuluxGroup shareholders. A webcast of the Scheme Meeting is available. here

Federal Court approves the Scheme

The Federal Court of Australia approved the Scheme at a hearing on 6 August 2019.

Scheme Consideration paid on 21 August 2019

DuluxGroup shareholders on the share register on the Scheme Record Date (being 7:00pm (AEST) on 14 August 2019) were paid the Scheme Consideration of $9.37 per DuluxGroup share by Nippon on 21 August 2019.

DuluxGroup Shares acquired as a result of Orica Demerger Scheme of Arrangement

DuluxGroup shareholders who acquired DuluxGroup Shares as a result of the Scheme of Arrangement to demerge DuluxGroup from Orica can find more information regarding share acquisition cost base and related taxation information at www.Orica.com

     
Event

Time and Date
First court hearing 14 June 2019
Scheme Booklet sent to shareholders 21 June 2019
Last date for proxy forms 2:00pm on 29 July 2019
Eligibility to vote 7:00pm on 29 July 2019
Scheme Meeting 2:00pm on 31 July 2019
Second Court Hearing 10.15am on 6 August 2019
Effective Date 6 August 2019
Scheme Record Date 14 August 2019
Implementation Date 21 August 2019