Exchange ratio · All stock consideration of 0.1722 of an Iron Mountain common share for each Recall share Cash Alternative · Iron Mountain will provide Recall shareholders with the option to elect to receive consideration in cash, subject to a pro-ration mechanism which will cap the total amount of cash consideration to be paid to Recall shareholders at A$225 million · The value of consideration for shareholders receiving the cash alternative will be A$8.50 cash per share · Cash alternative structured to provide preferential access for any shareholder’s first 5,000 shares should they make a cash election; provided that in no event shall such structure result in a separate class of members for purposes of the Scheme CDIs
· Iron Mountain will establish a secondary listing on the Australian Securities Exchange to allow Recall Shareholders to trade Iron Mountain shares locally in the form of CHESS Depository Interests (CDIs) Dividends · The Proposal will not be adjusted for any dividends which Recall or Iron Mountain pay in the ordinary course or any dividends which Iron Mountain is required to pay to maintain compliance with its REIT status obligations between the date of this term sheet and close of the transaction. Neither party will pay any special or out of the ordinary dividends between the date of this term sheet and close of the transaction Dilution Protection
· Should Iron Mountain issue primary shares (or securities convertible into primary shares) at a discount to the prevailing market price between the date of this term sheet and closing of the transaction, the share exchange ratio shall be adjusted mechanically using the same calculation method as that used in the context of rights issues at a discount · Iron Mountain will not issue more than 10% (in the aggregate) of its existing share capital between the date of this term sheet and the closing of the transaction, without prior approval of Recall |