CD PRIVATE EQUITY FUND II — Capital/Financing Update 2014

Jun 19, 2014

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US Select Private Opportunities Fund (ARSN 162 057 089)

20 June 2014

US Select Private Opportunities Fund II (ASX:USG) Unit Purchase Plan and Placement

Overview

• Unit purchase plan offer

• Placement of up to 5.0 million units at an offer price of $1.708 per unit, to raise approximately $8.5 million (with the ability to accept oversubscriptions)

Walsh & Company Investments Limited (ACN 152 367 649, AFS 410 433) ( Walsh & Co ), in its capacity as Responsible Entity, is pleased to announce a capital raising by the US Select Private Opportunities Fund II ( USG or Fund ). The capital raising will be conducted via a Unit Purchase Plan ( Plan ) made to all existing Fund Unitholders as well as a placement of up to 5.0 million units to raise up to an additional $8.5 million.

The US Select Private Opportunities Fund series, comprising US Select Private Opportunities Fund I and the Fund ( Series ), was established to allow individual investors access to a family office style of investing in US-focused, small unlisted private investment opportunities.

The platform was developed together with Cordish Private Ventures, the private investment funds arm of the Cordish family, a Baltimore, Maryland (USA)-based high net worth family with a long and successful experience of investing in the US private investment fund market.

Alex MacLachlan, Director of the Responsible Entity, was enthusiastic about the prospects for the Fund.

“To date, the platform has provided the Fund with access to a highly attractive asset class not generally available to Australian investors” Mr MacLachlan said.

“The capital raising will help the Fund take advantage of value opportunities in the US private investment space along with providing exposure to the ongoing recovery in the US economy.”

Since the establishment of the platform, the two funds in the Series have collectively committed approximately $137.6 million with 15 US-based small-to-medium-sized private investment funds. These funds, in turn, have invested in 51 underlying companies, providing investors with a diversified portfolio of investments in US-based operating businesses managed by high quality US-focused private investment fund managers. Both funds in the Series are now fully committed.

The Responsible Entity is pleased with the investments made to date and remains positive on the outlook for those segments of the US markets in which the Series is focused and the quality of US-focused private investment funds seeking to raise capital in the near term. In light of this positive outlook and apparent value in the US private investment space, the Fund is seeking to raise capital by way of a Unit Purchase Plan and a Placement.

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Unit Purchase Plan

The Fund has adopted a Unit Purchase Plan ( Plan ), with an offer to be made under the Plan to all Fund Unitholders registered at 7.00pm AEST on 19 June 2014 (Record Date) with a registered address in Australia or New Zealand (Eligible Unitholders).

Eligible Unitholders will each be entitled to apply in parcels up to $15,000 of new fully paid ordinary units in the Fund. The offer price for each unit will be $1.68 per unit, which is a discount of 2.7% to the volume-weighted trading price of the Fund’s units during the 5 trading days on which sales were recorded immediately prior to the date of this announcement. Existing Unitholders are also entitled to participate in the Placement.

Placement

The capital raising is being completed as a placement of up to 5.0 million units in the Fund ( New Units ) at $1.708 per New Unit to raise up to approximately $8.5 million ( Placement ), with the ability to accept oversubscriptions up to an additional 20.0 million new units ($34.2 million). Of the potential oversubscriptions, the issue of approximately 19.3 million new units is subject to Unitholder approval at a General Meeting intended to be held on or around 15 July 2014.

Enquiries

Tom Kline, Walsh & Company Investments Limited 1300 454 801

Important Information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such offer would be illegal. The securities referred to herein have not been and will not be registered under the United States Securities Act 1933 (the ‘US Securities Act’), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act is available.

This document may not be distributed or released in the United States.

This announcement contains certain ‘forward-looking statements’ within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as ‘may’, ‘should’, ‘expect’, ‘anticipate’, ‘estimate’, ‘scheduled’ or ‘ continue’ or the negative thereof of comparable terminology. Any forecasts or other forward-looking statements contained in this announcement are subject to unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to the future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. The Responsible Entity does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on forward-looking statements.

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