AVA RISK GROUP LIMITED — M&A Activity 2017

Nov 1, 2017

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Company Announcements Platform ASX Limited 20 Bridge Street Sydney NSW 2000

2 November 2017

Future Fibre Technologies Limited ACN 064 089 318 off-market takeover bid for MaxSec Group Limited ACN 000 029 265 Supplementary bidder’s statement

On 18 October 2017, Future Fibre Technologies Limited ACN 064 089 318 ( FFT ) lodged a bidder’s statement in relation to its off-market takeover bid for all of the ordinary shares in MaxSec Group Limited ACN 000 029 265 ( MaxSec ) ( Offer ).

On behalf of FFT and in accordance with section 647(3) of the Corporations Act 2001 (Cth), we enclose a copy of a first supplementary bidder’s statement dated 2 November 2017 in relation to the Offer ( Supplementary Bidder’s Statement ).

The Supplementary Bidder’s Statement was lodged with ASIC and provided to MaxSec earlier today.

Yours faithfully

Kim Clark Company Secretary

Future Fibre Technologies Limited

Supplementary Bidder's Statement

1 Introduction

This document is the first supplementary bidder’s statement ( Supplementary Bidder’s Statement ) to the bidder’s statement dated 18 October 2017 ( Original Bidder’s Statement ) issued by Future Fibre Technologies Limited ACN 064 089 318 ( FFT ) in relation to FFT’s offmarket takeover bid for all of the ordinary shares in MaxSec Group Limited ACN 000 029 265 ( MaxSec ).

This Supplementary Bidder’s Statement is given pursuant to Division 4 of Part 6.5 of the Corporations Act 2001 (Cth) ( Corporations Act ) in compliance with the requirements of section 643 Corporations Act.

The Supplementary Bidder’s Statement supplements and is to be read together with the Original Bidder’s Statement. This document prevails in the event of any inconsistency with the Original Bidder’s Statement.

This is an important document and requires your immediate attention.

If you are in any doubt about how to deal with this document, you should contact your legal, financial, tax or other professional advisor immediately.

1.1 Important notices

A copy of the Supplementary Bidder’s Statement was lodged with the Australian Securities and Investments Commission ( ASIC ) on 02 September 2017. Neither ASIC nor any of its officers take any responsibility for the consents of this Supplementary Bidder’s Statement.

1.2 Defined terms

Unless the context otherwise requires, capitalised terms in this Supplementary Bidder’s Statement have the same meaning given to them in section 14 of the Original Bidder’s Statement. The rules of interpretation set out in section 14.2 of the Original Bidder’s Statement also apply to the Supplementary Bidder’s Statement, unless the context otherwise requires.

2 Amendments to the Original Bidder’s Statement

The information below is to supplement and amend the information presently contained in the Original Bidder’s Statement. Namely, the Original Bidder’s Statement is amended as follows:

2.1 Chairman’s letter

Footnote 2 of the Chairman’s Letter states, among other things, that:

‘at the date of this Bidder’s Statement, FFT is not able to reliably estimate the quantum or timing of potential synergies (or potential one-off costs which may need to be incurred in order for FFT to obtain such synergies) resulting from a merger with MaxSec.’

FFT reaffirms this position and therefore retracts all previous announcements it has made relating to the quantum or timing of potential synergies resulting from a merger with MaxSec in any other public announcements previously made by FFT.

2.2 Section 5.2 of Original Bidder’s Statement

Section 5.2 of the Original Bidder’s Statement is replaced with the following:

At the date of this Supplementary Bidder’s Statement the substantial holders in FFT are:

Substantial holder	Interest	Substantial holding
RSA Associates Limited	27,000,000	21.77%
Pierce Group Asia Pte Limited (and related entities)	19,229,940	15.50%
Plexis Holdings Limited	12,978,420	10.46%
Seafirst Australia Pty Ltd, Seafirst Nominees Pty Ltd	12,151,580	9.80%
	71,359,940	57.53%

2.3 Section 7 of Original Bidder’s Statement

A new section 7.6 is to be included in the Original Bidder’s Statement as follows:

Based on the shareholders of both FFT and MaxSec as at the date of this Supplementary Bidder’s Statement, the table below shows the substantial holders of the Merged Group assuming FFT acquires 100 percent of MaxSec:

Substantial holder	Interest	Substantial holding
RSA Associates Limited	27,000,000	11.91%
Pierce Group Asia Pte Limited (and related entities)	24,439,012	10.78%
Plexis Holdings Limited (and related entities)	20,913,957	9.23%
Seafirst Australia Pty Ltd, Seafirst Nominees Pty Ltd	12,151,580	5.36%
	84,504,549	37.28%

2.4 Item 6.9(f) of Schedule 1

FFT hereby undertakes that it shall not seek to rely upon the power of attorney expressed in item 6.9(f) of Schedule 1 of the Original Bidder’s Statement unless and until such time that the Offer becomes unconditional.

3 Approval of the Supplementary Bidder’s Statement

The Supplementary Bidder’s Statement has been approved by a unanimous resolution of the directors of FFT.

This Supplementary Bidder’s Statement is dated 02 November 2017, which is the date it was lodged with ASIC.

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Mr Terence Winters Chairman Future Fibre Technologies Limited