Announcement • Dec 30
Screentime Pty Ltd. completed the acquisition of Beyond International Limited (ASX:BYI). Screentime Pty Ltd. entered into a scheme implementation deed to acquire Beyond International Limited (ASX:BYI) for AUD 47.5 million on October 5, 2022. As per the transaction, Screentime will pay AUD 0.7744 per Beyond International Limited share. At termination, a break fee of AUD 0.475 million will be payable by Beyond to Screentime in certain circumstances, and a reverse break fee of AUD 0.475 million will be payable by Screentime to Beyond in certain circumstances. The transaction is subject to approval by shareholders of Beyond International Limited and court approvals and is approved unanimously by board of directors of Beyond International Limited. As of November 10, 2022, the Supreme Court of New South Wales approved the distribution of the scheme booklet providing information about the Scheme, including the Notice of Scheme Meeting Beyond convene and hold a meeting of Beyond shareholders to consider and vote on the Scheme to be held on December 12, 2022. AS of December 12, 2022, Beyond International Limited shareholders has approved the transaction. As of December 15, 2022, the transaction has been approved by the Supreme Court of New South Wales. The transaction is expected to close in December 2022.
Nicole Pedler of Herbert Smith Freehills LLP and Narev Advisory acted as legal advisors to Beyond International Limited. Corrs Chambers Westgarth acted as legal advisor to Banijay, parent of Screentime. Computershare Limited acted as registrar to Beyond International Limited. Titan Partners Corporate Finance Pty Limited acted as fairness opinion provider to Beyond. Ernst & Young France acted as Due Diligence Provider to Banijay Group S.A.S.
Screentime Pty Ltd. completed the acquisition of Beyond International Limited (ASX:BYI) on December 30, 2022. With effect from implementation of the Scheme, Ian Ingram, Anthony Lee and Ian Robertson have resigned as directors of Beyond. With effect on and from implementation of the Scheme, Thomas Gousset, Nicolas Chazarain and Noel Mpofu have been appointed as new directors of Beyond. Board Change • Nov 21
Less than half of directors are independent No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. No experienced directors. 4 highly experienced directors. 1 independent director (3 non-independent directors). Independent Non-Executive Director Ian Robertson was the last independent director to join the board, commencing their role in 2006. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Announcement • Oct 27
Beyond International Limited, Annual General Meeting, Nov 29, 2022 Beyond International Limited, Annual General Meeting, Nov 29, 2022, at 17:00 AUS Eastern Standard Time. Location: BDO Level 11, 1 Margaret St Sydney Australia Agenda: To receive and consider the Directors' Report for the financial year ended 30 June 2022 the Accounts and Consolidated Accounts for that year and the Director's Statement and Auditors' Report thereon; to adopt the Remuneration Report for the year ended 30 June 2022; and to re-elect Mr. Anthony Lee as a director. 
