CLIME CAPITAL LIMITED — M&A Activity 2019

Sep 10, 2019

Clime Capital Limited

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ASX Announcement

11 September 2019

Compulsory Acquisition of Shares in CBG Capital Limited

Compulsory acquisition notices and related correspondence in relation to the off-market takeover offer ( Offer ) by Clime Capital Limited ( CAM ) for all of the shares in CBG Capital Limited ( CBG ) will be despatched to all CBG shareholders who have not accepted the Offer.

A copy of that correspondence is attached to this announcement. A copy of the compulsory acquisition notice is included by way of service pursuant to section 661B(1)(d) of the Corporations Act 2001 (Cth).

CAM understands that ASX will suspend quotation of CBG shares 5 business days after today, in accordance with ASX Listing Rule 17.4.

Yours sincerely,

Biju Vikraman Company Secretary

3438-0512-0525, v. 1

Clime Capital Limited

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11 September 2019

SAMPLE NAME 1 SAMPLE NAME 2 SAMPLE ADDRESS 1 SAMPLE ADDRESS 2

IF YOU HAVE ACCEPTED CAM’S OFFER FOR YOUR SHARES IN CBG, YOU CAN DISREGARD THIS LETTER AND THE ACCOMPANYING DOCUMENT

Dear CBG shareholder

Compulsory acquisition of your shares in CBG Capital Limited (ASX: CBC)

As you are aware, Clime Capital Limited ( CAM ) has offered to acquire all of your shares in CBG Capital Limited ( CBG ) (the Offer ).

Pursuant to the bidder’s statement dated 19 July 2019 (as lodged with the Australian Securities and Investments Commission and available at www.asx.com.au under the CBG code ‘CBC’) (the Bidder’s Statement ), CBG shareholders that accepted the Offer were entitled to receive 0.8441 fully paid ordinary shares in CAM and 0.2740 convertible notes issued by CAM for each CBG share held, subject to rounding of entitlements (the Offer Consideration ).

The Offer closed at 7:00pm (Sydney time) on 9 September 2019.

On 30 August 2019, CAM announced that it had acquired a relevant interest in more than 90% of CBG shares as a result of acceptances received under the Offer, and declared the Offer unconditional.

CAM will now proceed to compulsorily acquire the remaining CBG shares not acquired under the Offer.

Enclosed is an ASIC Form 6021 which is a formal notice of compulsory acquisition under the Corporations Act 2001 (Cth) (the Notice ). The Notice is being sent to all remaining holders of CBG shares. Please read it carefully.

Under the compulsory acquisition procedure, you will be entitled to receive the Offer Consideration. This is the same consideration provided under the Offer and is subject to the effects of rounding and the treatment of Foreign Ineligible Shareholders and Unmarketable Parcel Holders as described in the Bidder’s Statement.

On completion of the compulsory acquisition process, CAM will issue to CBG the consideration for the CBG shares that it compulsorily acquires. CBG shareholders whose CBG shares are compulsorily acquired will be sent a claim form by CBG advising them how to claim their consideration.

3469-5949-9277, v. 1

Clime Capital Limited

Level 13, 20 Hunter Street Sydney, NSW 2000, Australia | PO Box H90, Australia Square, NSW 1215 ABN 99 106 282 777 P 02 8917 2100 F 02 8917 2155 W www.clime.com.au T @climeinvest

The Notice sets out further details regarding the compulsory acquisition procedure and your rights.

Yours sincerely

Brett Spork Director For and on behalf of Clime Capital Limited

3469-5949-9277, v. 1

Australian Securities & Investments Commission

Form 6021 Corporations Act 2001 661B(1) (a)

Notice of compulsory acquisition following takeover bid

Notice Description of class of securities to which the bid relates Name of target company or body Tick applicable box(es) 1. Name of bidder Tick one box Date offers closed or are scheduled to close 2. Tick applicable box(es). (See subsection 661A(4) and (4A)) Description of securities Description of securities 3. Tick one box	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:
	(‘Bid Class Securities’) Ordinary shares
	in
	Name (‘the Company’) CBG Capital Limited
	ACN/ARBN/ARSN 168 936 249
	and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related. and each holder of non-transferable securities issued under an employee incentive scheme referred to in paragraph 2.
	Under a takeover bid offers were made by
	Clime Capital Limited
	in respect of the acquisition of Bid Class Securities in the company.
	The offers
	closed are scheduled to close
	on
	Date / / [D D] [M M] [Y Y] 9 1 9 0 0 9
	You are, as at the date of this notice, the holder of one or more of the following
	securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do anything in response to this notice— the bidder will acquire your securities under the offer.) securities to which the bid related issued after the end of the offer period and before the date of this notice securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related securities issued under an employee incentive scheme to which restrictions on transfer apply under the company’s constitution or the terms of issue, being
			the following securities in the bid class in which the bidder has a relevant interest
	The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 (‘the Act’) that the bidder has become entitled pursuant to subsection
			661A(1) 661A(3)
	of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

Page 1 of 2

21 June 2013

Continued...Notice 4 Date of lodgement Insert paragraph 4A only where alternative forms of consideration were offered under the bid. 4A. Details of alternative terms. Set out the terms that will apply 5. 6. Tick one box 7. 8.
	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to. This notice was lodged with ASIC on
	Date / / [D D] [M M] [Y Y] 9 1 1 0 1 9
	You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the acquisition of your securities:
	If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities, the form of consideration that will apply will be:
	Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
	The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before
	this notice was given. the end of the offer period.
	Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this notice.
	A notice sent by post to you is taken to be given to you 3 days after it is posted.
Signature	Name of person signing Brett Spork
	Capacity Director
	Signature
	Date signed / / [D D] [M M] [Y Y] 1 1 9 0 9 1

ASIC Form 6021

Page 2 of 2

21 June 2013