Announcement • Feb 20
River Capital Pty Ltd. completed the acquisition of Midway Limited (ASX:MWY) from Chebmont Pty Ltd and Gregory McCormack. River Capital Pty Ltd. entered into a binding Scheme Implementation Deed to acquire Midway Limited (ASX:MWY) from Chebmont Pty Ltd and Gregory McCormack for approximately AUD 100 million on November 14, 2024. The consideration consist of AUD 1.19 cash per Midway share which is inclusive of a partially franked special dividend expected to be paid of AUD 0.38 per Midway share. Under the agreement Midway shareholders may instead of receiving the Cash Consideration elect to receive scrip consideration or a mix of cash and scrip, provided that the holders of at least 5% of Midway shares elect to take scrip, and subject to a cap of 49.99%. The transaction has been unanimously approved by the board of Midway Limited and is pending approval of Midway shareholders, Court and include various customary conditions. Transaction has been approved by Federal Court of Australia. The deadline for Election Time for Midway Shareholders to elect to receive a Scrip Consideration Option was on January 20, 2025. As of January 22, 2025, 317,755 Shares in respect of which valid Elections to receive a Scrip Consideration Option have been made representing 0.36%. The Minimum Scrip Threshold will only be satisfied if valid Elections made would result in Midway Shareholders holding, in aggregate, at least 5%. Based on the indicative outcome of Elections, the scrip election didn't reach the Minimum Scrip threshold. Therefore, unless BidCo gives notice to Midway that it waives or reduces the Minimum Scrip Threshold, it is likely that no Scrip Consideration will be issued and all Midway Shareholders (including those who made a valid Election for a Scrip Consideration Option) will receive All Cash Consideration in respect of their Midway Shares held on the Scheme Record Date. Midway will make a further announcement to the ASX prior to the Scheme Meeting in the event that BidCo decides to waive or reduce the Minimum Scrip Threshold. Final outcome of Elections to be determined on February 11, 2025. The transaction is subject to Midway shareholders approving the Scheme by the requisite majorities at the Scheme meeting to be held on 30 January 2025, the Court hearing to approve the Scheme will take place on 4 February 2025 in the Federal Court of Australia. As of January 30,2025, the transaction is approved by shareholders of Midway Limited. As of February 4, 2025 the Federal Court of Australia (Court) has today made orders approving the scheme of arrangement under which RCM BidCo Pty Ltd, an entity owned and controlled by funds managed and advised by River Capital Pty Ltd. As of February 5, 2025 The Scheme is now legally effective, and it is expected that quotation of Midway Shares on the ASX.
Pricewaterhousecoopers Securities Limited, Investment Banking Arm acted as financial advisor for Midway Limited. Nicholson Ryan Lawyers Pty Ltd acted as legal advisor for Midway Limited. Ashurst Australia acted as legal advisor for River Capital Pty Ltd. Computershare Investor Services Pty Limited acted as registrar to Midway Limited.
River Capital Pty Ltd. completed the acquisition of Midway Limited (ASX:MWY) from Chebmont Pty Ltd and Gregory McCormack on February 18, 2025. Gordon Davis, Kellie Benda, Leanne Heywood, Nils Gunnersen, Tom Gunnersen and Andy Preece have resigned from the Midway board with effect from the implementation of the Scheme. James Craig and Joshua Ludski have today been appointed as directors of Midway. Announcement • Feb 18
Midway Limited Announces Board Changes Midway Limited announced that Each of Gordon Davis, Kellie Benda, Leanne Heywood, Nils Gunnersen, Tom Gunnersen and Andy Preece have resigned from the Midway board with effect from the implementation of the Scheme. James Craig and Joshua Ludski have been appointed as directors of Midway. Upcoming Dividend • Jan 30
Upcoming dividend of AU$0.38 per share Eligible shareholders must have bought the stock before 06 February 2025. Payment date: 18 February 2025. The company is paying out more than 100% of its profits but is generating plenty of cash to support the dividend. Trailing yield: 1.3%. Lower than top quartile of Australian dividend payers (6.0%). Lower than average of industry peers (2.8%). 
