Nearmap Ltd (ASX:NEA) (‘Nearmap’ or ‘Company’) today announces that Nearmap shareholders approved, by the requisite majority, the scheme of arrangement with Atlas AU BidCo Pty Ltd (‘Thoma Bravo BidCo’), a wholly‐owned subsidiary of a fund advised by Thoma Bravo L.P. (‘Thoma Bravo’), under which it is proposed that Thoma Bravo BidCo will acquire 100% of shares in Nearmap (the ‘Scheme’).
In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), a detailed report of the proxies received and votes cast in respect to the resolution approving the Scheme is attached to this announcement in Annexure A.
Although Nearmap shareholder approval has been obtained, the Scheme remains subject to a number of conditions as set out in the scheme implementation deed announced to ASX on 22 August 2022, including:
- the Federal Court of Australia approving the Scheme (Second Court Hearing);
- the Independent Expert continuing to conclude that the Scheme is in the best interests of Nearmap shareholders; and
- the satisfaction or waiver of any remaining conditions prior to the Second Court Hearing.
Subject to these remaining conditions being satisfied or waived, implementation of the Scheme is expected to occur on 15 December 2022 (see indicative timetable below).
Second Court Hearing
The Second Court hearing will be held at 10.15am (Sydney time) on 5 December 2022 at the Federal Court of Australia at Queens Square, 184 Philip Street, Sydney NSW 2000.
Important Dates and Times
The key events and the expected timing in relation to the approval and implementation of the Scheme are set out in the table below.
| Event | Expected Date |
| Second Court Date | 5 December 2022 |
| Effective Date of the Scheme and Last date of trading of Nearmap shares on ASX | 6 December 2022 |
| Record date for Scheme | 7.00pm (Sydney time) on 8 December 2022 |
| Implementation Date for the Scheme and payment of Scheme Consideration | 15 December 2022 |
Nearmap will update Nearmap shareholders as to any material developments in relation to the Scheme as the timetable progresses.
Authorised by: Chairman of Nearmap Ltd
About Nearmap | nearmap.com
Nearmap (ASX:NEA) provides easy, instant access to high resolution aerial imagery, city‐scale 3D content, AI data sets, and geospatial tools. Using its own patented camera systems and processing software, Nearmap captures wide‐scale urban areas in Australia, New Zealand, the United States and Canada several times each year, making current content instantly available in the cloud via web app or API integration. Every day, Nearmap helps thousands of users conduct virtual site visits for deep, data driven insights—enabling informed decisions, streamlined operations and better financial performance. Nearmap was founded in Australia in 2007 and is one of the largest aerial survey companies in the world.
About ThomaBravo | thomabravo.com
Thoma Bravo is one of the largest private equity firms in the world, with more than US$114 billion in assets under management as of March 31, 2022. The firm invests in growth‐oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing over US$190 billion in enterprise value. The firm has offices in Chicago, Miami and San Francisco.
Read the release on the ASX site here.
