Introduction.

Macquarie Cloud Services Pty Limited (Bidder – ABN 57 093 640 450), a wholly owned subsidiary of Macquarie Telecom Group Limited, is offering to acquire all of your shares in Bulletproof Group Limited (Bulletproof – ABN 84 148 162 092), for:

A$0.11 in cash for each Share you hold.

The Offer is dated 7 December 2017 and will close at 7.00pm (Sydney time) on 31 January 2018, unless extended.

Reasons to accept.

The offer has a number of benefits for Shareholders.

  • 1

    Outstanding value.

    The Offer Price represents a significant premium to 
Bulletproof’s recent share price. In the period up to November 2017 at Last Close, the Bulletproof Share Price was $0.067, representing a premium of 64.2%. At 1 month VWAP the Bulletproof Share Price was $0.07, representing a premium of 57.1%.

  • 2

    Certain value.

    The Offer provides certain cash value for Shareholders rather than remaining exposed to the listed share price, which has been adversely impacted by the recent operating performance of the Bulletproof business.

  • 3

    Only cash Offer.

    The Offer is the only cash offer available to Shareholders at the present time.

  • 4

    No need to contribute further capital.

    Acceptance of the Offer will avoid the need for you to participate in any future capital raisings, or risk having your shareholding diluted.

  • 5

    Avoid future exposure to Bulletproof.

    Acceptance of the Offer will avoid you being exposed to future risks associated with Bulletproof including its current financial predicament.

  • 6

    Price may fall.

    The trading price of the Shares may fall if the Offer is withdrawn or after the Offer closes.

  • 7

    Non-marketable parcels.

    The Offer may provide Shareholders who do not have Marketable Parcels with an opportunity to efficiently sell their Shares.

  • 8

    Reduced liquidity.

    If Bidder does not reach the compulsory acquisition threshold but nevertheless decides to declare the Offer unconditional, there may be reduced liquidity in Shares following the completion of the Offer. Furthermore, if this happens and Bidder acquires more than 50% of all Shares, Bulletproof may be delisted and you could become a minority shareholder in a private company.

Certain Value vs Uncertain Future.

Bulletproof will have the opportunity to disclose in its target’s statement any information about the Bulletproof group it considers Shareholders would reasonably require to make an informed assessment as to whether to accept the Offer.

Bulletproof has experienced a deterioration of earnings over the last 18 months as evidenced in its annual report for the year ended 30 June 2017. Based on Bulletproof’s unaudited management accounts for Q1 FY18 there is a continuation of this trajectory.

It has also experienced high levels of staff turnover.

Bulletproof also currently has limited cash reserves and current liabilities exceed current assets. Bulletproof has:

  1. for a period of time, factored its debts for cloud customers with a financing organisation
    on a monthly basis; and
  2. more recently, sought to extend that facility to include professional services on a
    milestone basis.

Timetable.

 

Announcement Date for the Offer: 21 November 2017
Bidder’s Statement lodged with ASIC: 23 November 2017
Offer Date: 7 December 2017
Date of Offer conditions notice: 23 January 2018
Offer scheduled to close
(unless extended in accordance with the Corporations Act):
7:00pm (Sydney time)
on 31 January 2018

How to accept.

Complete and sign the Acceptance Form enclosed with the Bidder’s Statement and deliver it:

  • By post.

    Return in enclosed reply paid envelope (Foreign Shareholders excluded)

    Boardroom Pty Limited,
    Macquarie Cloud bid for
    Bulletproof Group,
    GPO Box 3993
    Sydney NSW 2001

  • In person.

    Boardroom Pty Limited,
    Macquarie Cloud bid for Bulletproof Group,
    Level 12,
    225 George Street,
    Sydney NSW 2000

  • By fax.

    +61 2 9279 0664

  • By email.

    corporateactions at boardroomlimited.com.au

Download the Full Bidder’s Statement.