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ASF GROUP LIMITED M&A Activity 2013

May 12, 2013

64323_rns_2013-05-12_97553c41-f047-431c-961a-7a8a2fd8803f.pdf

M&A Activity

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13 May 2013

The Company Announcements Platform ASX Limited

For immediate release to the market

ON MARKET TAKEOVER BID FOR ACTIVEX LIMITED BY ASF GOLD & COPPER PTY LTD

Unconditional Cash Offer

Taylor Collison Limited ( Taylor Collison ) announces that during the period commencing on 28 May 2013 and ending 28 June 2013 ( Offer Period ), ASF Gold & Copper Pty Ltd ACN 158 308 260 ( ASF ), a wholly owned subsidiary of ASF Group Limited, will pursuant to section 635 of the Corporations Act 2001 (Cth) ( Act ) offer ( Offer ) to acquire on market during official trading days ( Trading Days ) of the Australian Securities Exchange ( ASX ) at a price of $0.015 per share ( Offer Price ), all of the fully paid ordinary shares in ActivEX Limited ACN 113 452 896 ( AIV ) which are listed for quotation on the Official List of the ASX that exist or will exist at any time during the Offer Period ( AIV Shares ) and not already owned by ASF Group Limited and its subsidiaries.

Key features of the Offer

  • Offer Price of $0.015 per share

  • Unconditional offer

  • Cash payment will be made on a T + 3 basis

  • Taylor Collison will accept, on behalf of ASF, all AIV Shares offered to it during the Offer Period at the Offer Price

Acquisition of AIV Shares before Offer Period

From the time of this announcement and ending on 27 May 2013, Taylor Collison will accept, on behalf of ASF, every AIV Share offered to it on market at the Offer Price of $0.015 per AIV Share up to a maximum of 196,109,552 AIV Shares (being all of the AIV Shares not already owned by ASF Group Limited and its subsidiaries) plus any additional AIV Shares issued and quoted on ASX during that period, unless the Offer is withdrawn in accordance with the Act.

Payment for AIV Shares and brokerage

Payment for AIV Shares will be made on a T+3 basis in accordance with the usual rules for settlement of transactions which occur on market with ASX.

Taylor Collison Limited: ABN 53 008 172 450, ASFL 247083 Participant of the Australian Stock Exchange Group Sydney: GPO Box 4261 Sydney NSW 2001. Level 10, 167 Macquarie Street Sydney NSW 2000 Telephone: (02) 9377 1500 Fax: (02) 9232 1677 Adelaide : GPO Box 2046 Adelaide SA 5001. Level 16, 211 Victoria Square Adelaide SA 5000 Telephone: (08) 8217 3900 Fax (08) 8231 3506

As the Offer will be capable of acceptance only by holders of AIV Shares selling through brokers who are participants of ASX, all AIV Shares to be purchased by ASF will be purchased on market only during Trading Days.

Any brokerage charged by brokers acting for holders of AIV Shares wishing to sell their AIV Shares will be the sole responsibility of the AIV shareholders. ASF will bear its own brokerage costs, if any, on any purchases of AIV Shares made on market.

Bidder’s Statement

In accordance with section 635 of the Act, a Bidder’s Statement will today be served on AIV. Copies of the Bidder’s Statement will also be sent to ASX and lodged with the Australian Securities and Investments Commission ( ASIC ). A copy of the Bidder’s Statement will be sent to holders of AIV Shares before the commencement of the Offer Period.

Variation of Offer

The Offer Period may be extended and/or the Offer Price may be increased in accordance with the Act.

At any time before the end of the Offer Period, ASF reserves the right to withdraw, or to make an application to ASIC to withdraw, unaccepted Offers, to the extent permitted by the Act.

AIV Shares

Immediately prior to the making of this announcement:

  • (a) as far as ASF is aware, AIV had a total of AIV Shares 244,830,901 on issue; and

  • (b) ASF and its associates had a relevant interest in 48,721,349 AIV Shares representing approximately 19.90% of the total number of AIV Shares.

Signed for and on behalf of Taylor Collison

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Robert D Fraser

Director of Taylor Collison Limited