MBF Demutualisation FAQ
What were the events that led to the MBF Board’s recommendation for the merger with BUPA Australia?
BUPA released a statement on August 31 outlining its interest in merging its Australian private health insurance business with MBF. At that time, the MBF Board was of the view that the proposal to demutualise and list MBF on the Australian Securities Exchange (ASX) was the preferred option.
The MBF Board subsequently received a $2.41 billion offer from BUPA to which the Board gave close and detailed consideration. The Board has now recommended the BUPA proposal as being in the best interests of contributors and MBF.
On February 8 2008, the MBF Council approved amendments to MBF’s constitution to enable the proposal to proceed to a vote of eligible MBF contributors.
The Federal Court on 20 March 2008 made orders approving the release on the Information Memorandum and the holding of the Scheme Meeting in relation to the proposal.
Does this mean the Scheme has been approved by the Court?
No, this does not mean the Scheme has been approved.
The BUPA Australia proposal is being implemented by way of a scheme of arrangement under the Corporations Act. As part of this process MBF was required to submit a copy of the Information Memorandum to the Federal Court for review. The Federal Court having reviewed the Information Memorandum made orders on 20 March 2008 allowing MBF to send the Information Memorandum to eligible MBF contributors and hold the Scheme Meeting. This does not mean the Scheme has been approved by the Court.
The Scheme Meeting will take place on 12 May 2008 at which time eligible MBF contributors will vote on whether to accept the Scheme. The Information Memorandum will be sent to eligible MBF contributors in early April 2008. The Information Memorandum will contain information in relation to the Scheme Meeting and how to vote.
What happens now?
Following the Court orders, MBF is now able to begin sending the Information Memorandum to eligible MBF contributors. This is likely to occur in early April 2008.
The Federal Court has also given its approval for the Scheme Meeting to be held. The Scheme Meeting will take place on 12 May 2008. Eligible MBF contributors will be able to attend and vote or appoint a proxy to attend and vote at the Scheme Meeting. The Information Memorandum will contain further details of the Scheme Meeting including information on to how to vote and will be sent in early April 2008.
Can I get a copy of the Information Memorandum now?
The Federal Court has only just given approval for MBF to send the Information Memorandum to eligible MBF contributors. MBF must now arrange for the booklet and all the accompanying documentation to be printed. The Information Memorandum will be sent in early April 2008.
Will MBF contributors be given the opportunity to vote on the proposal?
Yes if you are an eligible MBF contributor, you will be given the opportunity to vote in relation to the proposal.
Eligible MBF contributors will receive a copy of an Information Memorandum in early April 2008 prior to the Scheme Meeting which will take place on 12 May 2008.
Am I an eligible MBF contributor?
In order to be an eligible MBF contributor you must have held an MBF health insurance policy on 8 November 2007 and that policy must not have been in arrears. If the proposal is implemented, contributors holding fully paid up health insurance policies with MBF as at 8 November 2007 will be allocated a cash payment.
MBF contributors whose policies were in arrears on 8 November 2007 had until 8 February 2008 to pay the amounts so that they were received as cleared funds by 8 February 2008. If they failed to do this they are not entitled to vote or if the proposal is approved, receive a cash payment.
Do I need to do anything?
No you do not need to do anything specific at this stage in relation to the proposal.
An Information Memorandum containing details of the BUPA Australia proposal and instructions on how to vote is expected to be sent to all eligible MBF Contributors in April 2008.
How will I know what is happening with the proposal? How will I be kept informed?
Eligible MBF contributors will be mailed a copy of an Information Memorandum in early April 2008 which will explain details of the proposal and how to vote. The MBF website will also be updated regularly with new information about the proposal.
If the proposal is approved and implemented, how will this affect my policy and benefits?
Your Policy will continue after implementation of the Proposal and it will be business as usual for your existing policy.
The interests of contributors will remain a priority for MBF regardless of the outcome of this proposal
When will I know what my cash allocation will be?
MBF plans to send eligible MBF contributors a copy of the Information Memorandum on the proposal. The Information Memorandum will advise each eligible MBF contributor of an estimate of their cash allocation under the proposal.
Contributors need to await the arrival of the Information Memorandum in early April 2008 for information on individual cash allocations.
How much will my cash payment be?
The allocation of cash to eligible contributors has been devised to be fair and equitable for all contributors. The amount allocated takes into account the type of MBF health insurance product held by the eligible MBF contributor on 8 November 2007, such as hospital or ancillary, the scale of the policy they have held over the years, i.e. Single or Non-Single, and their tenure as a contributor.
If you are an eligible MBF contributor you will be mailed a copy of the Information Memorandum in early April 2008 which will include details of your cash allocation. This document will also explain the allocation process. The MBF website at www.mbf.com.au will also be regularly updated to include new information about the proposal.
If I have further questions?
If you have any questions over the coming months concerning the merger proposal please call the special Scheme hotline on 133 505 or continue to visit the MBF website.
