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The Federal Court of Australia (Court) has referred the Vocus Class Action to mediation by no later than 23 October 2019. The Court has also made orders requiring group members to register their claims or opt out by 4pm on 13 August 2019.

If you believe you may be a group member in the Vocus Class Action and would like to understand more about your options, please refer below to the section ‘How do I participate in the Vocus Class Action?’.

What is the Vocus Class Action about?

In the Vocus Class Action, Michael and Tracey Fisher ATF the Tramik Super Fund Trust (the Applicants) allege that:

  1. on and from 29 November 2016 until the close of trade on 2 May 2017 (the Relevant Period), Vocus engaged in misleading or deceptive conduct by providing guidance for the 2017 financial year with respect to its revenue, earnings before interest, taxes, depreciation and amortisation, net profit after tax, and achievement of acquisition synergies, when it did not have reasonable grounds for doing so;
  2. in the claim period, Vocus breached its obligations of continuous disclosure, in contravention of section 674(2) of the Corporations Act 2001 (Cth) (Act) and the ASX Listing Rules, by failing to disclose various information that would have revealed and disclosed that the guidance provided for the 2017 financial year would not be achieved and did not have reasonable grounds; and consequently
  3. persons who acquired an interest in ordinary shares in Vocus during the Relevant Period have suffered loss and should be compensated.

Am I eligible to participate in the class action?

You are eligible to participate in the class action if you meet the following criteria:

  1. you acquired Vocus securities during the Relevant Period (i.e. 29 November 2016 to the close of trade on 2 May 2017 (inclusive));
  2. you are not a director or officer, a close associate, a related party, a related body corporate, or an associated entity of Vocus (as defined by the Corporations Act) or a Chief Justice, Justice, Registrar, District Registrar or Deputy District Registrar of the High Court of Australia or the Federal Court of Australia; and
  3. you have suffered loss and damage by reason of the conduct alleged against Vocus in the most current version of the Applicants’ Statement of Claim; (Group Member).

How do I participate in the class action?

The proceeding has been filed as an “open class action”. This means the proceeding is open to all current and former Vocus shareholders who acquired an interest in ordinary shares in Vocus during the Relevant Period and who suffered loss.

On 21 May 2019, the Court referred the proceeding to mediation. At the mediation the parties will attempt to settle the proceeding. The Court has ordered that any shareholders who wish to share in the proceeds of a settlement reached at the mediation or within six months of the mediation’s conclusion must register their claim by 4pm on 13 August 2019.

Group Members have 4 options which must be exercised in advance of 13 August 2019. They are as follows:

Option 1: Register for the Vocus Class Action

If you wish to participate in any in-principle settlement agreed at the mediation or within six months of the conclusion of the mediation, you must register.

You can register your claim by:

  1. completing the “Group Member Registration” form below; or
  2. completing the “Group Member Registration” form AND signing:
    1. a Litigation Funding Agreement with Woodsford (Funding Agreement); and
    2. a Conditional Legal Costs Agreement with Slater and Gordon.

Your registration must reach us by 4pm on 13 August 2019 in order to be effective.

Please note: if you do not register your claim, you will lose your right to share in the proceeds of any settlement reached at the mediation or within six months of the mediation’s conclusion, unless you obtain the leave of the Court.

Register now for the Vocus Class Action

Registration closes 4pm on 13 August 2019

Option 2: Opt out

You can also opt out of the proceeding and thereby not be bound by any judgment or settlement of the Vocus Class Action or otherwise entitled to receive any monetary compensation resulting from the Vocus Class Action. The form you are required to complete to opt out is provided below.

Option 3: Do nothing

If you are a Group Member but do not register, opt out or challenge the Court’s orders of 21 May 2019, you will be bound by any judgment or settlement of the proceeding agreed at mediation or within six months of the conclusion of the mediation, without any entitlement to receive monetary compensation. If the proceeding does not settle at mediation or within the six months after the conclusion of the mediation, you will remain a Group Member.

Option 4: Apply to the court to challenge or vary the court's orders

You can also apply to the Court to challenge or vary the orders it made on 21 May 2019.

If you have any questions regarding the above, please call us on 1800 071 827 or email us at VocusClassAction@slatergordon.com.au.

Will I have to pay legal fees if I participate in the class action?

No. The Vocus class action is funded by Woodsford Litigation Funding, with Investor Claim Partner (ICP) acting as a shareholder claims manager.

Participants in the class action will not be required to pay any legal fees or disbursements unless the class action is successful. If the class action is successful, Woodsford and ICP will be paid a commission out of the proceeds, subject to Court approval. If the class action is unsuccessful, Woodsford will bear the costs of the proceeding.

Regardless of the outcome of the class action, you will never be out of pocket by registering your claim in the proceeding.

Background to claim

Vocus, one of Australia’s largest telecommunications companies, achieved substantial growth through a number of acquisitions in 2015 and 2016. Vocus:

  1. acquired Amcom, a telecommunications company with an extensive fibre network;
  2. merged with M2 Group Ltd, a provider of a range of communication, utility and insurance services; and
  3. acquired Nextgen Networks, one of Australia’s largest national fibre backhaul networks.

On 29 November 2016, Vocus provided the following guidance in respect of its expected financial performance for FY17 in its Annual General Meeting:

  1. its revenue would be approximately $1.9 billion;
  2. its earnings before interest, depreciation, taxation and amortisation (EBITDA) would be approximately $430 million – $450 million;
  3. its net profit after tax (NPAT) would be $205 million – $215 million; and
  4. it was on track to achieve acquisition synergies in the previously announced time frame.

(the FY17 Guidance)

Vocus re-iterated the FY17 Guidance when it released its first-half results for the 2017 financial year on 22 February 2017.

On 2 May 2017, Vocus downgraded its forecast for FY17. Vocus announced:

  1. its revenue for FY17 would be approximately $1.8 billion;
  2. its EBITDA for FY17 would be approximately $365 million – $375 million; and
  3. its NPAT would be $160 million – $165 million.

(the FY17 Downgrade)

Vocus reported that the FY17 Downgrade was a result of the following factors:

  1. the “impact of lower than forecast billings combined with an increase in service delivery headcount in the Enterprise & Wholesale division”;
  2. “higher than forecast expenses in Group Services, primarily technology”;
  3. the revenue associated with a number of large projects included in the 2H17 forecast would be predominately recognised in future periods following an accounting review;
  4. “lower earnings than forecast from the Mass Market energy business following the volatility created by extreme weather events in 3QFY17”; and
  5. “other trading variances across the Group”.

The price of Vocus shares fell by approximately 27% in the trading days following the FY17 Downgrade.

Key documents

For more information regarding the Vocus Class Action, please refer to the following documents:

Contact details

If you have any questions regarding the above, please call us on 1800 071 827 or email us at VocusClassAction@slatergordon.com.au.

Register now for the Vocus Class Action

Registration closes 4pm 13 August 2019

More information

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If you have a question, want some more information or would just like to speak to someone, make an enquiry now and our Class Actions team will be in touch with you as soon as possible.

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