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

Whilst Bulletproof has agreed to propose a scheme of arrangement (Scheme) to Bulletproof Shareholders under which shareholders may receive a cash price of $0.152 cents per share, the Scheme is not due to be considered before May 2018 and is conditional on shareholder and court approvals, no material adverse change, prescribed occurrences and no restraints or breach of warranty in relation to Bulletproof.

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 Unconditional 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) and/or uncertainty regarding the Scheme.

  • 3

    No need to contribute further capital.

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

  • 4

    Avoid future exposure to Bulletproof.

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

  • 5

    Non-marketable parcels.

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

Certain Value vs Uncertain Future.

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.

Further information is set out in Bulletproof’s Target Statement dated 22 December 2017 as well as the Supplementary Bidder’s Statement.

Timetable.

 

Announcement Date for the Offer: 21 November 2017
Bidder’s Statement lodged with ASIC: 23 November 2017
Offer Date: 7 December 2017
Target Statement lodged with ASIC: 22 December 2017
Supplementary Bidder’s Statement lodged with ASIC: 14 February 2018
Offer declared unconditional: 1 March 2018
Offer scheduled to close
(unless extended in accordance with the Corporations Act):
7:00pm (Sydney time)
on 31 March 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.