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ASF GROUP LIMITED M&A Activity 2013

May 12, 2013

64323_rns_2013-05-12_2b0fb6f1-34e7-4324-aa8f-104141121b1e.pdf

M&A Activity

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ASF Gold and Copper Pty Ltd

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ACN 158 308 260 Bennelong, 2/3B Macquarie Street Sydney NSW 2000 Telephone: (61 2) 9251 9088 Facsimile: (61 2) 9251 9066 www.asfgroupltd.com

13 May 2013

To: The Directors ActivEX Limited By facsimile: (07) 3236 4288

To: The Manager Company Announcements Australian Securities Exchange via: www.asxonline.com

  • To: Australian Securities and Investments Commission By facsimile: (07) 3867 4725

Dear Sirs

ASF Gold and Copper Pty Ltd's off market takeover bid

As you are aware, ASF Gold and Copper Pty Ltd (ACN 158 308 260) ( ASFGC ), a wholly owned subsidiary of ASF Group Limited (ASX: AFA) ( ASF ), announced a proposed off market takeover bid for all the shares in ActivEX Limited (ACN 113 452 896) (ASX: AIV ) that ASFGC does not currently own, for cash at 2 cents per share ( ASFGC's Off Market Bid ).

ASFGC's Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to AIV on 30 April 2013, and had been scheduled for dispatch to AIV shareholders on 14 May 2013.

On 1 May 2013 and in subsequent announcements to date, AIV announced and confirmed that it is proceeding with a 3-for-5 non-renounceable rights issue at 1.2 cents per share ( AIV Rights Issue ).

This triggered one of the defeating conditions of ASFGC's Off Market Bid.

Having considered its options and all of the circumstances, including that:

  • AIV is determined to proceed with the AIV Rights Issue;

  • The AIV Rights Issue will significantly increase the number of AIV shares on issue, thereby substantially altering the commercial basis for ASFGC's Off Market Bid and making the continued pursuit of ASFGC's Off Market Bid uncommercial and unreasonable; and

  • No offers have yet been made under ASFGC's Off Market Bid,

ASFGC has determined, and hereby notifies you, that it will not be proceeding with ASFGC's Off Market Bid.

Yours faithfully

ASF Gold and Copper Pty Ltd (ACN 158 308 260)

in accordance with s127 of the Corporations Act

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Min Yang Director

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William Kuan Company secretary

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legal/41316603_1