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AVA RISK GROUP LIMITED M&A Activity 2017

Oct 23, 2017

64466_rns_2017-10-23_9e5a6f95-97e7-47e4-8ec1-56871054dbec.pdf

M&A Activity

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24 October 2017

Company Announcements ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear ASX Limited

Future Fibre Technologies Limited off-market takeover bid for MaxSec Group Limited bidder’s statement

We, Future Fibre Technologies Limited ACN 064 089 318 ( FFT ), attach by way of service pursuant to section 630(5)(b) of the Corporations Act 2001 (Cth) ( Corporations Act ) and as required by section 630(4) of the Corporations Act, a notice declaring that the condition in item 6 of Schedule 2 of FFT’s bidder’s statement dated 18 October 2017 has been fulfilled.

This condition required that, before the end of the Offer Period (as that term is defined in the Bidder’s Statement) all of the MaxSec Options (as that term is defined in the Bidder’s Statement) are exercised, cancelled or transferred to FFT or are the subject of agreements or arrangements entered into between FFT and the relevant holder of the MaxSec Options that will cause the MaxSec Options to be cancelled or transferred to FFT. Both FFT and MaxSec have now entered into tripartite option exchange agreements with the relevant optionholders pursuant to which the options held by the optionholders will be cancelled in exchange for being issued options in FFT ( FFT Options ) on the following terms:

  • 1 the FFT Options will be issued with no issue price;

  • 2 the FFT Options will be fully vested at grant date;

  • 3 the FFT Options will have the same expiry date as the corresponding MaxSec Options;

  • 4 the optionholders will receive one FFT Option for every four MaxSec Options; and

  • 5 the FFT Options will have an equivalent exercise price (after taking into account the difference between the value of the FFT Shares and the MaxSec Shares).

46054186v1 | Notice defeating condition fulfilled

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The option exchange agreements are subject to the offer being declared unconditional. Yours faithfully

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Kim Clark Company Secretary Future Fibre Technologies Limited

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Defeating condition fulfilled Section 630(4) Corporations Act 2001 (Cth)

TO: MaxSec Group Limited ABN 00 000 029 265 Unit 29, 1 Talavera Road NORTH RYDE NSW 2113

AND TO: ASX Limited

Future Fibre Technologies Limited ACN 064 089 318 ( Bidder ) has made an offer under an off-market takeover bid for all the ordinary shares in MaxSec Group Limited ( Offer ). The Offer is contained in a bidder’s statement dated 18 October 2017 ( Bidder’s Statement ).

The Bidder gives notice under section 630(4) Corporations Act 2001 (Cth) ( Corporations Act ) that the condition in item 6 of Schedule 2 of the Bidder’s Statement has been fulfilled so that the Offer have become free of that condition.

Dated: 24 October 2017

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Kim Clark

Company Secretary Future Fibre Technologies Limited