Onthehouse deal moves towards Macquarie Group October decision date

Onthehouse Holdings Limited announced today that it has entered into a scheme implementation deed with a consortium of investors comprising PIQ1 Pty Ltd and Macquarie Corporate Holdings Pty Limited (both whollyowned subsidiaries of Macquarie Group Limited) and 77 Victoria Street Trust and Sandrift Pte Limited (entities of which Michael Dempsey and Daniel Dempsey are each affiliated) (Consortium).

The Scheme Implementation Deed provides for the acquisition by the Consortium of all of the equity in Onthehouse not already owned by members of the Consortium through a scheme of arrangement (Scheme) for cash consideration of $0.85 per Onthehouse share.

This consideration represents a premium of: 54 percent over the 90 day volume-weighted average price of $0.552 to 22nd December 2015 (two days before the Consortium’s initial proposal was announced by Onthehouse on 24 December 2015 and one day after the release of the Notices of initial substantial holder by each of Corelogic Australia Holdings Pty Ltd and the Macquarie Group Entities); 50 percent over the 30 day volume-weighted average price to 22nd December 2015 of $0.567; 47 percent over the closing price of $0.580 on 22nd December 2015; 11 percent over the 30 day volume-weighted average price of $0.765 to Tuesday 5 July 2016; and 13 percent over the Consortium’s initial proposal of $0.755 per Onthehouse share announced by Onthehouse on 24 December. Unanimous Recommendation of the Independent Board Committee.

As advised to the market on 11 March 2016, Onthehouse formed an independent board committee (IBC) which excluded Michael Dempsey and Daniel Dempsey, to consider the Consortium’s proposal.

Following its consideration of the proposal and negotiations with the Consortium, the IBC now unanimously recommends, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Onthehouse shareholders, that shareholders vote in favour of the Scheme.

Subject to those same qualifications, each independent director of the IBC intends to vote all Onthehouse shares controlled or held by, or on behalf of, that director in favour of the Scheme.

The chairman of Onthehouse and of the IBC, Tony Scotton, said he was pleased to have agreed to recommend a transaction that offers a significant premium to shareholders of Onthehouse.

"The Consortium’s proposal, if implemented, provides shareholders with an immediate and significant increase in value without the risks inherent in transitioning our Console platform to become a cloud, software-as-a-service offering – something that we believe is critical for the platform to retain its strong position in the market.

"The IBC has, therefore, unanimously concluded that it is in the best interests of shareholders to enter into the Scheme Implementation Deed.”

Onthehouse has appointed Lonergan Edwards as the independent expert to opine on whether the Scheme is in the best interests of shareholders and to provide the independent expert’s report.

Implementation of the Scheme remains subject to customary conditions, including, in summary:

 the Court ordering that a meeting of Onthehouse shareholders be convened;

Onthehouse shareholders approving the Scheme by the requisite majorities – being: - a majority in number of shareholders who are eligible to vote, present and voting (either in person or by proxy); and - at least 75 percent of the total shares voted, noting that the members of the Consortium and their affiliates (who have a relevant interest in 19.23 percent of Onthehouse shares) are not eligible to vote;

Court approval of the Scheme at the second court hearing (Second Court Hearing); no material adverse change and no prescribed occurrence occurring before date of the Second Court Hearing; and no material legal restraint or prohibition, preventing or delaying the completion of the proposed transaction is in effect 2 hours before the Second Court Hearing, in each case, as set out in the Scheme Implementation Deed.

A scheme booklet is expected to be sent to Onthehouse shareholders in September 2016.

It is anticipated that Onthehouse shareholders will have the opportunity to vote on the proposal at a meeting to be held in October 2016.

Onthehouse is being advised by TMT Partners and Allier Capital as joint financial advisers and Gilbert + Tobin as legal adviser.