Scheme Meeting Results
Released
Released
Announcement PDF
ASX ANNOUNCEMENT 4th February 2025
Scheme Meeting Results
Xref Limited (ASX: XF1) (Xref) refers to the Scheme Meeting held at 4pm on 3 February 2025 in
respect of the scheme of arrangement under which SEEK Limited’s (ACN 080 075 314) (SEEK)
nominee and wholly owned subsidiary, SEEK International Investments Pty Ltd (ACN 121 858 231),
proposed to acquire 100% of Xref’s shares (Scheme).
Voting Results of Scheme Meeting
The Scheme was approved by the requisite number of Xref Shareholders but was not approved by
at least 75% of the votes cast by Xref Shareholders present and voting at the meeting.
As a result, the Scheme was not approved by the requisite majorities.
The voting results of the Scheme Meeting are attached to this announcement as Annexure A.
In summary:
•
(majority in number approved the Scheme) 78.82% of Xref Shareholders present and
voting at the meeting (in person, virtually or by proxy, attorney or corporate representative)
voted in favour of the Scheme Resolution; and
•
(75% threshold not satisfied) 67.60% of the votes cast by Xref Shareholders present and
voting at the meeting (in person, virtually or by proxy, attorney or corporate representative)
were in favour of the Scheme Resolution.
As noted in Xref’s announcement released at 9:17am on 3 February 2025, a proxy other than the
Chair held 19,400,987 discretionary proxies. That proxy voted 9,532,964 shares against the Scheme
Resolution and abstained from voting in respect of 9,868,023 shares, being the balance of those
proxies.
Termination of SID
Following the results of the Scheme Meeting, Xref and SEEK have agreed to terminate with
immediate effect the Scheme Implementation Deed dated 14 November 2024 and accordingly the
Scheme will not proceed.
Next Steps
Xref will continue to execute its growth strategy as an independent business and will release a
business update in the coming days.
This announcement was authorised for release by the Xref Limited Board of Directors.
To learn more or ask questions, please visit
Website: xref.com
Investor Centre and Presentation: xf1.com
Twitter: @xf1
Xref Limited (ASX:XF1)
ACN 122 404 666
Lv 20, 135 King Street, Sydney, NSW 2000
Phone: +61 2 8244 3099
Website: xref.com
Email: investors@xref.com
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Annexure A – Voting Results of Scheme Meeting
The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.
Xref Limited (ASX:XF1)
ACN 122 404 666
Lv 20, 135 King Street, Sydney, NSW 2000
Phone: +61 2 8244 3099
Website: xref.com
Email: investors@xref.com
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