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UPDATE: Michael Hill shareholders overwhelmingly support shift into new ASX-listed vehicle

Thursday 23rd June 2016

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Michael Hill International shareholders have voted overwhelmingly in favour of a restructuring plan that would shift the jewellery chain into a new company incorporated in Australia and listed on the ASX.

More than 99 percent of votes cast were in favour of the resolutions to move to Australia by way of a scheme of arrangement involving a new Australian parent company. Support for the plan amounted to about 80.2 percent of shares on issue, the Brisbane-based company said. Michael Hill will now seek final orders from the High Court approving the scheme, along with listing approvals from the ASX and NZX, it said.

The company stands to reap up to A$22 million of tax benefits from the restructure, independent adviser KordaMentha said this month. Relocating to Australia would align the board, management and business operations in one jurisdiction, allowing shareholder meetings to be held in Australia, earnings and dividends to be declared in the same currency, and attract board members with relevant international experience, it said. Australia is Michael Hill International's biggest market and its financial reports are in Australian dollars.

Emma Hill, who is company chair, said in April that the move to Australia over time "will provide the company with direct access to a wider group of investors than we currently enjoy and we believe this will be to the benefit of all of our shareholders. On a day-to-day basis, we will have all of our governance, executive and business operations operating in one jurisdiction and this will considerably simplify our structure.”

The successful vote means the family of founder Michael Hill will proceed with what it described today as a succession plan, which would see 10 percent of the company transfer from the family individual trusts for daughter and chair Emma and son Mark Hill. The restructuring would see the family's holding through the Boxer Hill Trust reduce to 42.89 percent from 52.89 percent, while trusts established for the two children of Michael and Christine Hill would get 5 percent each.

The existing shares are to go into a trading halt tomorrow, with the conversion of shares to those of the new Australian parent to take place at 6pm Brisbane time on June 29. The existing shares would delist from the NZX at the market close on July 6 and the new shares, which will be listed on the ASX and the NZX, would begin trading on July 7.

Michael Hill shares rose 1.7 percent to $1.17 and have gained 16 percent this year. The stock is rated a 'buy' based on the consensus of three analysts polled by Reuters.

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