Precision Aviation Group, Inc. entered into a Scheme Implementation Deed to acquire PTB Group Limited (ASX:PTB) for approximately AUD 200 million on August 18, 2022. PTB Shareholders will receive AUD 1.595 per PTB Share in cash under the Scheme. The transaction entails a break fee and reverse break fee of AUD 2 million, respectively.

Pursuant to the Scheme Implementation Deed between PTB and PAG, PTB Board determined to pay a final, fully franked permitted dividend of AUD 0.03 per PTB Share The Scheme is subject to conditions including Court approval, PTB Shareholder approval, FIRB approval, Net Cash of the PTB Group being not less than AUD 2.75 million as at the Second Court Date, the repayment of PTB GroupÆs debt facilities with Commonwealth Bank of Australia (other than in respect of particular assets) CT Aerospace and Asir & Nek, the release of certain escrowed shares, the discharge of certain security interests, no PTB Prescribed Occurrences, no PTB Material Adverse Change, no restraints and the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of PTB Shareholders. The PTB Board unanimously recommends that PTB Shareholders vote in favour of the Scheme. As of September 15, 2022, FIRB approved the transaction.

As of October 10, 2022, Court approved the convening of scheme meeting which will be held on November 16, 2022. The scheme has been approved by the shareholders of PTB group. Scheme is expected to be effective on November 30, 2022.

As of November 30, 2022, the scheme is expected to be implemented on December 9, 2022. PTB is being advised by MA Moelis Australia and Moelis & Company as financial advisers and Talbot Sayer as legal adviser. PTB has appointed BDO Australia Limited as the Independent Expert.

Link Market Services Limited acted as registrar to PTB Group Limited.