Think shareholders vote to proceed with creation of new incubator using innovative staple structure

At a scheme and general meeting held yesterday shareholders of Think Childcare have agreed to proceed with a proposed scheme of arrangement whereby the equity of Think Childcare (TNK) and a new entity Think Childcare Development (TND) will be stapled together and in effect create two listed Think vehicles that trade together. 

 

The new proposal will provide TNK with the means to create its own “in house” Greenfield site pipeline and comes in the wake of news that the company’s largest incubator partner, Edhod, had been placed into receivership in early June. 

 

In addition, utilising a structure of this nature will create a clear line of separation between its child care operations function (TNK) and its development function (TND) but provide sufficient proximity to ensure that TND is trading as expected and will also help quarantine development risk.

 

Three resolutions, namely the stapling resolution, the updating of the company constitution resolution and the management deed resolution, all received positive endorsement by 99.93 per cent of shareholders present or voting by proxy in favour and will now empower management to proceed with the proposed reorganisation. 

 

With regards to the next steps the following was detailed: 

 

1. TNK has applied to the Federal Court of Australia for approval of the Scheme at a hearing scheduled for Thursday, 12 December 2019. 
2. If the Scheme is approved by the Court, TNK Shareholders who hold shares on the Special Dividend Record Date (currently proposed to be 7.00pm on Tuesday, 17 December 2019) will be entitled to receive the Special Dividend. 

 

TNK Shareholders who hold TNK Shares on the Record Date will receive the Special Dividend by having it automatically applied by TNK on their behalf, and paid to TND, in consideration for the issue of one TND Share for each TNK Share they held on the Record Date.

 

For more information on the mechanics of the final stages of the reorganisation please refer to the explanatory booklet found here.