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16 December 2013

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

Dear Sirs

Oceania Capital Partners Limited (OCP) – Off-market takeover bid for Keybridge Capital Limited (Keybridge) – Updated bidder’s statement and offer document as sent to holders

We refer to the bidder’s statement and accompanying acceptance forms lodged with the ASX on 28 November 2013 regarding the off-market takeover bid by OCP for all of the ordinary shares in Keybridge.

The despatch of those documents to Keybridge shareholders commenced today. As required by section 633(1C)(c) of the Corporations Act 2001 (Cth) (as inserted by ASIC Class Order 13/521), we enclose an updated copy of the documents in the form being sent to Keybridge shareholders.

Yours faithfully

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Lionel Baldwin Company Secretary

t. +612 8243 2200 Oceania Capital f. +612 8243 2222 Partners Limited [email protected] Suite 3, Level 3 www.oceaniacapital.com.au 50 Pitt Street ABN 52 111 554 360 Sydney NSW 2000

This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your financial or other professional adviser.

BIDDER’S STATEMENT

OFFER TO ACQUIRE SHARES IN

KEYBRIDGE CAPITAL LIMITED ACN 088 267 190

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OCEANIA CAPITAL PARTNERS LIMITED ACN 111 554 360

OFFER PRICE OF $0.16 PER SHARE

Legal Adviser to Oceania Capital Partners Limited

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IMPORTANT INFORMATION

BIDDER’S STATEMENT

This Bidder’s Statement is given by Oceania Capital Partners Limited ACN 111 554 360 ( OCP ) to Keybridge Capital Limited ACN 088 267 190 ( KBC ), under Part 6.5 of the Corporations Act and relates to the Offer. You should read this Bidder’s Statement in its entirety. This Bidder’s Statement is dated 28 November 2013 and includes an Offer dated 16 December 2013 in section 11 for your KBC Shares.

AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

A copy of this Bidder’s Statement was lodged with ASIC on 28 November 2013. Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder’s Statement.

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

This Bidder’s Statement contains certain forward looking statements which are based wholly or partly on expectations, opinions or predictions as at the date of this Bidder’s Statement about future events and results. These forward looking statements are subject to inherent risks and uncertainties. Such risks and uncertainties include factors and risks specific to the industries in which the KBC Group and the OCP Group operate as well as general economic conditions, prevailing exchange rates and interest rates, conditions in the financial markets, government policies and regulation and competitive pressures. Actual events or results may differ materially from the expectations, opinions or predictions expressed or implied in such forward looking statements. Neither OCP nor any of its directors and officers, nor any other person named in this Bidder’s Statement or involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement.

DISCLAIMER AS TO KBC INFORMATION

The information on KBC, KBC Shares and the KBC Group contained in this Bidder’s Statement has been prepared by OCP using publicly available information and has not been independently verified. Neither OCP nor any of its directors and officers, nor any other person named in this Bidder’s Statement or involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or completeness of such information, except to the extent required by law.

Further information relating to KBC will be included in KBC’s Target’s Statement.

FOREIGN JURISDICTIONS

The distribution of this Bidder’s Statement in jurisdictions outside Australia may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Bidder’s Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

PRIVACY COLLECTION STATEMENT

Personal information relating to your holding of KBC Shares will be collected by OCP from KBC in accordance with its rights under the Corporations Act. OCP will share this information on a confidential basis with its advisers and service providers where necessary for the purposes of the Offer. OCP and its agents retained for the purposes of the Offer will use the information solely for purposes relating to the Offer. Generally, you have a right to access the personal information which OCP and its agents may hold about you. You can contact OCP if you have any queries about the privacy practices of OCP.

INVESTMENT DECISIONS

This Bidder’s Statement does not take into account your individual investment objectives, financial situation or particular needs. You may wish to seek independent financial and taxation advice before deciding whether or not to accept the Offer.

DEFINED TERMS AND INTERPRETATION

A number of defined terms are used in this Bidder’s Statement. These terms are explained in section 14 along with certain rules of interpretation which apply to this Bidder’s Statement.

IF YOU HAVE ANY QUESTIONS

If you have any questions about the Offer or this document, or about how to accept the Offer, please contact OCP by email at [email protected].

CONTENTS OF THIS BIDDER’S STATEMENT

1	Letter from the Chairman of OCP	3
2	Key terms of the Offer and what you should do next	5
3	Why you should accept the Offer	6
4	Summary of the Offer and how to accept	7
5	Information on OCP	9
6	Information on KBC	11
7	Intentions of OCP regarding KBC	13
8	OCP’s interests in KBC securities	17
9	Funding	19
10	Additional information	20
11	Formal terms and conditions of the Offer	22
12	Taxation Considerations	30
13	Approval of Bidder’s Statement	33
14	Glossary	34

1 Letter from the Chairman of OCP

28 November 2013

Dear KBC Shareholder

I am pleased to introduce the Offer by Oceania Capital Partners Limited ( OCP ) to acquire some or all of your shares ( KBC Shares ) in Keybridge Capital Limited ( KBC ) for cash consideration of $0.16 per share.

Benefits of the Offer

OCP believes that the Offer is highly attractive to KBC Shareholders.

The Offer price of $0.16 per KBC Share represents:
a 14.29% premium to the closing price of KBC Shares on 27 November 2013, the last day that KBC Shares were traded before the Announcement Date; and
an 11.1% premium to the one month volume weighted average price ( VWAP ) of KBC Shares up to the Announcement Date.
OCP is offering 100% cash for KBC Shares enabling KBC Shareholders to realise a certain cash value for their KBC Shares either:
by accepting the Offer and receiving payment should the Offer become or be declared unconditional; or
by selling KBC Shares on-market – OCP has instructed its broker, Morgans, to immediately commence purchasing KBC Shares on-market at or below the Offer Price. (OCP reserves the right to withdraw those instructions in its discretion.)

If you retain your KBC Shares, the amount you will be able to realise for your KBC Shares is uncertain and subject to a number of potential risks (both company-specific and market-based).

Conditions of the Offer

The Offer is conditional only on no “Prescribed Occurrences” occurring (see section 11.7 of this Bidder’s Statement). There is no minimum acceptance condition or any other condition.

There are no conditions on any purchase by Morgans on OCP’s behalf of your KBC Shares on-market and all such sales will be settled on a T+3 basis.

Background to the Offer – KBC’s current strategy

KBC has been in wind down mode for over 3 years. While the process of realising KBC’s disparate and complex assets and achieving full repayment of the company’s bank debt has been difficult, it has been a good result for the banks. Realising the company’s remaining assets will arguably be more challenging.

OCP believes that the Board and Management of KBC should continue with the job of realising those remaining assets and return surplus capital to KBC Shareholders. Instead, KBC has made statements indicating that it is considering alternative uses for its cash reserves including new investment opportunities. If the Board and management of KBC wish to propose a new strategy for the investment of the cash held by KBC then OCP believes that they should make such a proposal to the owners of the company and seek the agreement of those owners to that new strategy. No such proposal has been forthcoming from the KBC Board and nor does it appear that any such proposal will be forthcoming to shareholders.

As a large shareholder in KBC, we consider this stance as inappropriate and we have expressed this view to the Board of KBC. In OCP’s opinion, the investable capital available to KBC is not of sufficient critical mass to justify KBC’s continuation as a stand-alone listed investment company with the associated management and administrative costs of operating such a company.

OCP’s Offer and intentions

As at the date of this Bidder’s Statement, OCP holds 20.77% of the KBC Shares and, as such, we are constrained under the Corporations Act as to the number of additional shares we can acquire without making a takeover offer. This is why we are making this Offer. We are seeking a greater ownership level of KBC in order to achieve greater influence over the future strategy and direction of KBC than we have as a 20% holder.

In the event OCP obtains a KBC Shareholding of less than 50%, it will seek to have KBC:
continue on its path of prudent asset sales; and
distribute all surplus cash to shareholders.

As noted above, OCP does not consider the investable capital available to KBC to be of sufficient critical mass to justify KBC’s continuation as a stand-alone listed investment company with the associated management and administrative costs.

If OCP achieves a KBC Shareholding of more than 50% such that KBC becomes a subsidiary of OCP and thus ceases to be a stand-alone company, OCP will be in a position to determine the composition of the KBC Board and hence KBC’s investment strategy. Given that OCP is an investment company with a similar management and administrative structure to KBC, this outcome would provide the opportunity for KBC to derive cost savings by sharing some of such functions with OCP. Accordingly, in this event OCP’s intention would be to consider the continuation of KBC as an investment vehicle making investments identified by the KBC Board, with the aim of maximising Shareholder returns over time.

Further information on OCP’s intentions is set out in section 7 of this Bidder’s Statement.

Your choice as a KBC Shareholder

Essentially your choice as a KBC Shareholder is between:

the certainty of a cash price at a premium to the prevailing market price; or
the uncertainty associated with a continued holding of KBC Shares.

OCP may or may not achieve a greater KBC Shareholding under the Offer and OCP may or may not be successful in giving effect to its intentions. Even if OCP is able to give effect to its intentions either to have KBC wound down (if OCP’s shareholding is less than 50%) or to continue KBC as an investment vehicle under OCP control (if OCP’s shareholding is more than 50%), the return on your investment may not be better than the cash price now offered under the Offer, or may not be achieved in a timeframe suitable to you.

If OCP’s Offer is unsuccessful and OCP cannot otherwise give effect to its intentions, the return on your investment in KBC Shares will be dependent on an investment strategy to be determined by the existing KBC Board and which is yet to be articulated to Shareholders.

With or without OCP increasing its Shareholding, liquidity in KBC Shares is limited.

Conclusion

I encourage you to read this Bidder’s Statement for more details about the Offer. The Offer is open for acceptance until 7.00pm (Sydney time) on 31 January 2014, unless extended. If you wish to accept the Offer, please complete and return the Acceptance Form enclosed with this document. Alternatively you may consider selling your KBC Shares on-market at the Offer price.

If you have any questions in relation to the Offer, please contact your financial or other professional advisor or contact OCP by email at [email protected].

Thank you for your consideration of our Offer.

Yours sincerely

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Ian Tsicalas Chairman

2 Key terms of the Offer and what you should do next

Bidder: Oceania Capital Partners Limited Offer Price: $0.16 for each KBC Share. Date of Offer 16 December 2013 Scheduled Closing Date: 31 January 2014, unless extended. Payment: If you accept the Offer you will be sent payment within one month of your acceptance, unless the Offer is still subject to conditions, in which case you will be sent payment within one month of the Offer becoming or being declared unconditional. In any event, provided the conditions of the Offer are satisfied or waived, you will be sent payment within 21 days of the end of the Offer Period. As noted in the OCP Chairman’s letter in section 1, OCP has instructed its broker, Morgans to immediately commence purchasing KBC Shares on-market at or below the Offer price, providing KBC Shareholders the opportunity to sell their KBC Shares immediately, with payment three business days (T+3) after the sale is effected. (OCP reserves the right to withdraw those instructions in its discretion.) Please refer to section 10.5 for a discussion of the implications of selling your KBC Shares on-market. Fees: No brokerage will be payable on acceptance of the Offer. You may incur brokerage costs if you choose to sell your KBC Shares on-market or instruct your broker to accept the Offer on your behalf. Conditions: The Offer is subject only to “prescribed occurrences” as set out in section 11.7 of this Bidder’s Statement. There are no conditions applicable to a sale of your KBC Shares on-market.

This is only a brief overview of the terms and conditions of the Offer. The full terms and conditions of the Offer are set out in section 11 of this Bidder’s Statement.

What you should do next

You should read this Bidder’s Statement in its entirety before making a decision as to whether or not to accept the Offer for your KBC Shares or whether or not to sell your KBC Shares on-market.

If you wish to accept the Offer, please see sections 4(f) and 11.4 of this Bidder’s Statement.

If you wish to sell your KBC Shares on-market, please contact your Broker.

3 Why you should accept the Offer

PREMIUM OFFERED FOR KBC SHARES

14.29% premium to the closing price KBC Shares of $0.14 on 27 November 2013, the last trading day before the Announcement Date, representing the most recent unaffected price of KBC Shares on the ASX.
11.1% premium to the $0.144 1-month VWAP of KBC Shares prior to the Announcement Date.

2 CASH OFFER PROVIDES CERTAINTY OF VALUE

KBC Shareholders can realise a certain cash value for their KBC Shares either:
by accepting the Offer and receiving payment should the Offer become or be declared unconditional; or
by selling KBC Shares on-market – OCP has instructed its broker, Morgans, to immediately commence purchasing KBC Shares on-market at or below the Offer price. (OCP reserves the right to withdraw those instructions in its discretion.)
In contrast, remaining a KBC Shareholder exposes you to ongoing investment risks and uncertainties.

3 CASH OFFER REMOVES YOUR INVESTMENT RISKS AND UNCERTAINTIES

The existing KBC Board has yet to determine or articulate to Shareholders any new investment strategy.
In OCP’s view, KBC’s investable capital is not of sufficient critical mass to justify KBC’s ongoing management and administrative cost base as a stand-alone business.
Liquidity in KBC Shares is limited - there are two Shareholders (OCP and Australian Style Group Pty Limited) who between them hold approximately 40% of KBC Shares. Given the size of their holdings, the ability of these two shareholders to acquire more KBC Shares may be limited by the Corporations Act.
Because of that Shareholder configuration, the prospect of any alternative takeover offer for KBC Shares is unlikely – OCP is not aware of any party intending to make any such offer.
Even if OCP is able to give effect to its intentions either to have KBC wound down (if OCP’s shareholding is less than 50%) or to continue KBC as an investment vehicle under OCP control (if OCP’s shareholding is more than 50%), the return on your investment may not be better than the cash price now offered under the Offer, or may not be achieved in a timeframe suitable to you.

OCP’s Offer represents an opportunity for you to realise attractive and certain value for your KBC Shares

4 Summary of the Offer and how to accept

OCP is offering to buy some or all of your KBC Shares for $0.16 per share in cash on the terms and conditions set out in section 11 ( Offer Conditions ). Set out below is a summary of the key terms of the Offer.

In addition, OCP has instructed its broker, Morgans, to immediately commence purchasing KBC Shares on-market at or below the Offer Price, providing KBC Shareholders the opportunity to sell their KBC Shares immediately, with payment three business days (T+3) after the sale is effected. (OCP reserves the right to withdraw those instructions in its discretion.) Please refer to section 10.5 for a discussion of the implications of selling your KBC Shares on-market.

(a) Offer Period

The Offer is scheduled to close at 7.00 pm (Sydney time) on 31 January 2014, unless extended as permitted by the Corporations Act.

(b) Payment date

If you accept the Offer, you will be sent payment within one month of the later of:

(i) the date you accept; and
(ii) the date the Offer becomes unconditional.

In any event, provided the conditions of the Offer are satisfied or waived by OCP, you will be sent payment within 21 days after the end of the Offer Period.

(c) Payment

If you accept the Offer and the conditions of the Offer and of the contract resulting from the acceptance of the Offer are satisfied or the Offer is declared free of those conditions, then OCP will arrange for a cheque to be drawn in Australian dollars in your favour for the amount of cash payable to you in accordance with the Offer and will send the cheque to you at the address last provided to OCP by KBC by, subject to section 10.5(b), the end of whichever of the following periods ends earlier:

(i) one month after the date the Offer is validly accepted by you under section 11.4 or, if at the time of your acceptance the Offer is subject to a condition in section 11.7, within one month after the contract formed by your acceptance of the Offer becomes unconditional; or
(ii) 21 days after the end of the Offer Period.
(d) No brokerage costs

You will not pay any brokerage costs if you accept the Offer.

You may incur brokerage costs if you choose to sell your KBC Shares on-market or instruct your broker to accept the Offer on your behalf.

(e) Conditions

The Offer is subject to the conditions set out in section 11.7 being satisfied. In summary, the conditions are that no “prescribed occurrences” occur. This refers to the events set out in sections 652C(1) and 652C(2) of the Corporations Act, which include the issue of shares or options, reduction of share capital and share buy-

backs, granting security over assets and the occurrence of various insolvency-related events. See section 11.7 of this Bidder’s Statement for a full listing.

(f) How to accept

To accept the Offer:

(i) if you hold your KBC Shares in an Issuer Sponsored Holding, complete and sign the accompanying Offer Acceptance Form and return it to the registry address specified on the form (together with any power of attorney or other instrument of authority under which it is signed) in sufficient time to be received before the end of the Offer Period; or
(ii) if you hold your KBC Shares in a CHESS Holding, either:
(A) instruct your Controlling Participant (usually, your Broker) to initiate acceptance of this Offer; or
(B) complete and sign the accompanying Offer Acceptance Form and return it to the Australian registry address specified on the form in sufficient time to enable instructions to be given to your Controlling Participant to initiate acceptance of the Offer before the end of the Offer Period; or
(iii) if you are a Broker or a Participant, initiate acceptance in accordance with the requirements of the ASX Settlement Operating Rules before the end of the Offer Period.

The “Securityholder details” heading in the accompanying Offer Acceptance Form will specify the type of subregister for your shareholding in KBC as “Issuer” (for an Issuer Sponsored Holding) or “CHESS” (for a CHESS Holding).

Full details on how to accept the Offer are set out in section 11.4.

(g) Further information

If you have any questions relating to the Offer or accepting it, please contact your financial or other professional advisor or contact OCP by email at [email protected].

The information in this section 4 is only a summary of the Offer. You should read this entire Bidder’s Statement before deciding whether to accept the Offer.

5 Information on OCP

5.1 Overview of OCP

OCP (ASX code: OCP) is an ASX listed Australian company that provides shareholders with exposure to investments in operating businesses. OCP pursues private equity style transactions and public market opportunities using private equity experience and disciplines. For further information on OCP visit www.oceaniacapital.com.au.

OCP’s ultimate controlling shareholder is Hosken Consolidated Investments Limited, an investment holding company which is listed in the financial sector on the JSE Securities Exchange South Africa. For further information on Hosken Consolidated Investments Limited, please visit www.hci.co.za.

5.2 OCP’s investments and asset base

At the date of this Bidder’s Statement OCP’s principal investments are:

a 52.76% interest in Baycorp Holdings Pty Limited, a leading debt recovery and credit management specialist in Australia and New Zealand.
an effective 95% interest in Sunshine Coast Broadcasters Pty Limited, the operator of two commercial FM radio stations on the Queensland Sunshine Coast.
a 20.77% interest in KBC.

As at 30 September 2013, the balance date of the consolidated statement of financial position included in OCP’s Half Year Financial Report for the period ending 30 September 2013, OCP had net assets of approximately $76 million.

5.3 Directors of OCP

The Directors of OCP are:

Ian Tsicalas, Chairman – Mr Tsicalas was Managing Director of Australian Discount Retail Pty Limited until May 2007. Prior to this he was chief executive of The Warehouse Group Australia and a director of The Warehouse Group Limited (from December 2003 to November 2005). Mr Tsicalas was also previously Managing Director of Howard Smith Limited, a leading Australian public company and Commander Communications Limited. Mr Tsicalas is a director of STW Communications Group Limited (since 2007) and represented OCP’s interests by appointment to the board of iSOFT Group Limited (from May 2008 until July 2011).

Robert Moran, Managing Director - Mr Moran is Managing Director of OCP. He has been involved as a principal investor for close to 15 years at a board and strategic level in a variety of businesses and sectors, taking an active involvement in the underlying businesses. He is experienced in investment banking activities, including financings, capital raisings, mergers and acquisitions and has practiced corporate and commercial law at a senior level. Mr Moran represents OCP’s interests as a director of Baycorp Holdings Pty Limited and EON Broadcasting Pty Ltd. He also represents OCP as a director of Keybridge Capital Limited. Robert previously represented OCP as non-executive Chairman of Signature Security Group (from January 2006 until April 2011) and as a director of iSOFT Group Limited (from November 2008 until July 2011). He sits on the boards of ASX listed TAG Pacific Limited and the unlisted AWA Limited.

Michael Brogan, Independent Non-executive Director - Mr Brogan is a former senior executive director of the FirstRand Banking Group. He is the immediate past Chairman of FirstRand International Limited and the RMB Australia Group. Mr Brogan was a senior executive director with Rand Merchant Bank and the FirstRand Banking Group from 1994 to 2005. Prior to joining the FirstRand Group, Mr Brogan had eight years international banking experience with Standard Chartered Bank in Hong Kong where he held numerous senior

international executive director positions with business development and operational responsibilities ultimately spanning 17 countries. Prior to joining Standard Chartered Bank, Mr Brogan spent 14 years as a partner in a firm of chartered accountants in Australia. Mr Brogan has extensive domestic and international business experience in the areas of strategic business development, mergers and acquisitions, corporate governance, audit, compliance and risk management. Mr Brogan is the non-executive Chairman of AWA Limited. He is also Chairman of The Institute for Creative Health, a trustee of the Indochina Starfish Foundation (UK) and a director of the Indochina Starfish Foundation (Australia) Limited. He is a Fellow of The Institute of Chartered Accountants in Australia.

Michael Jacobson, Non-executive Director - Mr Jacobson is an executive director of HCI Australian Operations Pty Limited (HCI), OCP’s largest shareholder. Mr Jacobson joined Hosken Consolidated Investments Limited in 2003 and served as an executive until he left South Africa in January 2011 to jointly found HCI. As an executive in the Hosken group, Mr Jacobson held directorships in several Hosken subsidiaries, the larger ones being Tsogo Sun Holdings, Mettle and Seardel Investment Corporation. Mr Jacobson has also served on numerous audit and remuneration committees. He also previously served as Chief Executive Officer of Johnnic Holdings, which was a Johannesburg Stock Exchange listed property and gaming company. Mr Jacobson represents OCP as a director of Baycorp Holdings Pty Limited.

Brian Scheiner, Non-executive Director - Mr Scheiner is an executive director of HCI Australian Operations Pty Limited (HCI), OCP’s largest shareholder. Mr Scheiner joined Hosken Consolidated Investments Limited in 2003 and served as an executive until 2007. Prior to joining the Hosken group, Mr Scheiner co-founded a successful corporate advisory business. Previously, Mr Scheiner spent 10 years at one of the largest law firms in South Africa, where he was a full equity partner, practicing in the corporate and commercial department. Mr Scheiner re-joined the Hosken Group to jointly found HCI in Australia in 2011. Mr Scheiner represents OCP as a director of Sunshine Coast Broadcasters Pty Limited.

5.4 Publicly available information

As the shares of OCP are listed on the ASX, OCP is subject to the continuous disclosure requirements of the ASX and Corporations Act. This information is accessible on the ASX website at www.asx.com.au.

6 Information on KBC

6.1 Disclaimer

The following information on KBC has been prepared by OCP using publicly available information which has not been independently verified. Accordingly, to the maximum extent permitted by law, OCP does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on KBC in this Bidder’s Statement is a brief overview and is not comprehensive.

The Corporations Act requires the directors of KBC to provide a Target’s Statement to holders of KBC Shares in response to this Bidder’s Statement, setting out certain material information concerning KBC. You should read the Target’s Statement before deciding whether to accept the Offer.

6.2 Overview of KBC

KBC (ASX code: KBC) is an Australian listed company that has invested in, or lent to, transactions backed by real assets, financial assets or cashflow in the asset classes of property, aviation, shipping and infrastructure.

6.3 Publicly available information on KBC

KBC is subject to the continuous disclosure requirements of the ASX. A substantial amount of information concerning KBC has previously been disclosed to the ASX and to KBC Shareholders. This information is accessible on the ASX website at www.asx.com.au.

You should consider any publicly available information regarding KBC including that which is available on KBC’s website at www.keybridge.com.au and the Target’s Statement.

6.4 Directors of KBC

The Directors of KBC are:

Peter Wood, Chairman

Nicholas Bolton, Executive Director

Bill Brown, Non-executive Director

Robert Moran, Non-executive Director

Robert Moran is a director of both OCP and KBC.

More information on these directors is available on the KBC website referred to above.

6.5 KBC’s capital structure

As at 27 November 2013, based on the latest Appendix 3B lodged by KBC with the ASX prior to the date of this Bidder’s Statement, KBC had on issue the following classes of securities and number of securities in those classes:

Class of Securities	Number of Securities
Ordinary shares– listed (ASX:KBC)	174,570,564
Ordinary shares–unlisted	5,975,000

As reported in the KBC 2013 Annual Report, as at 30 July 2013, the largest holders of KBC Shares were:

Name of shareholder	% held
Oceania Capital Partners Limited	19.32%
AustralianStyle GroupPtyLtd	17.84%
JP Morgan NomineesAustraliaLimited	5.25%
RBCInvestorServicesAustraliaNomineesPtyLtd	4.49%
MB Finance Pty Ltd Scheme A/C>	3.36%
Whitechurch DevelopmentsPtyLtd	2.62%
Cherryoak InvestmentsPtyLtd	2.25%
ArmardaTradingPtyLtd	2.05%
CiticorpNomineesPtyLtd	1.50%
Mr Patrick Martin Burroughs	1.12%

As at 27 November 2013 the following were substantial holders of KBC Shares:

Name of shareholder	Number	% held
Oceania Capital PartnersLimited	37,503,974	20.77%
Australian Style Group Pty Ltd	35,818,349	19.84%
Samuel TerryAssetManagementPtyLtd	9,206,711	5.17%

6.6 Recent KBC Share price performance

The latest recorded price of KBC Shares on the ASX before the date on which this Bidder’s Statement was lodged with the ASX and ASIC was $0.14.

7 Intentions of OCP regarding KBC

7.1 Introduction

The background to OCP’s decision to make the Offer is set out in the OCP Chairman’s letter in section 1 of this Bidder’s Statement.

This section 7 sets out more detail of OCP’s intentions in relation to the business, assets and employees of KBC based on information about KBC and the business environment in which it operates that was publicly available at the time of the preparation of this Bidder’s Statement or which KBC made available to OCP prior to the Announcement Date.

The statements set out in this section 7 are statements of current intention only and may vary as new information becomes available or circumstances change. The statements set out in this section 7, and in the OCP Chairman’s letter, should be read in this context.

7.2 OCP’s intentions in summary

As described in the OCP Chairman’s letter, whilst OCP has a KBC Shareholding of less than 50%, it will seek to have KBC:

continue on its path of prudent asset sales; and
distribute all surplus cash to shareholders.

OCP does not consider the investable capital available to KBC to be of sufficient critical mass to justify KBC’s continuation as a stand-alone listed investment company with the associated management and administration costs.

7.3 Intentions if OCP holds less than 50% of KBC Shares

OCP’s current intentions if it were to acquire a relevant interest of less than 50% of KBC Shares are as follows.

KBC Board

Subject to the Corporations Act and the constitution of KBC, OCP will seek to reconstitute the board of KBC so that OCP has greater influence on the strategy of KBC, in particular so that the KBC Board implements the wind-down referred to below. This may involve appointing nominees to the KBC Board and seeking the removal of some of the existing Directors. The number and identity of possible nominees has not yet been determined by OCP as it will depend primarily on the level of KBC Shareholding achieved by OCP.

No decisions have been made by OCP as to the removal of any existing KBC Directors.

OCP would intend to retain an independent Chairman.

Final decisions will be made in light of circumstances, including the extent of OCP’s Shareholding at the time.

Wind-down of KBC

OCP will seek to have KBC implement:

a continued stay on new investing activities;
a prompt return to KBC Shareholders of the existing surplus funds of KBC, subject to satisfying the requirements of the Corporations Act; and
the realisation of the remaining assets of KBC in an expedient and responsible manner, with the proceeds thereof being returned to KBC Shareholders as soon as deemed appropriate by the KBC Board.

It is likely that KBC would at some future point be removed from the Official List of the ASX and ultimately wound up. OCP is not in a position at this time to determine the timing of these steps as they will depend on the progress of the wind-down

Cost reduction

To the extent possible OCP will seek to minimise the investment management and operational costs of KBC during this wind-down period. This is likely to result in changes to the current management arrangements and a possible reduction in the number of staff employed directly by KBC. Over time it is likely that all staff would be made redundant. All affected staff would receive redundancy payments and other termination benefits to which they are entitled in accordance with contractual and legal requirements. OCP is not in a position at this time to determine the nature and timing any such changes to the current management arrangements and staff redundancies.

Acquisition of further KBC Shares

OCP may in the future acquire further KBC Shares in accordance with the Corporations Act.

7.4 Intentions if OCP acquires more than 50% of KBC Shares

If OCP were to acquire a relevant interest in more than 50% of KBC Shares but not all of the KBC Shares, then KBC will become a partly owned subsidiary of OCP. In these circumstances OCP’s current intentions are as follows:

KBC Board

Subject to the Corporations Act and the constitution of KBC, OCP will seek to reconstitute the board of KBC by nominating a majority of OCP nominees to the KBC Board. This may involve appointing nominees to the KBC Board and seeking the removal of some of the existing Directors. The number and identity of possible nominees has not yet been determined by OCP as it will depend primarily on the level of KBC Shareholding achieved by OCP.

No decisions have been made by OCP as to the removal of any existing KBC Directors.

OCP would intend to retain an independent Chairman.

Final decisions will be made in light of circumstances, including the extent of OCP’s Shareholding at the time.

Review of operations

Following the close of the Offer, OCP intends to conduct a detailed review of KBC’s business, assets and operations. This review will enable OCP to verify (or confirm any deviation from) its current understanding of KBC’s business, assets and operations and to determine how best to deal with them as part of the OCP Group.

Cost reduction

To the extent possible and permissible in accordance with all relevant legal requirements, OCP intends that the investment management, finance and administration functions of KBC would be integrated with those of OCP, to enable KBC to take advantage of synergistic cost savings. This integration will likely result in a reduction in the number of finance, administration and secretarial staff employed directly by KBC. Affected staff would receive redundancy payments and other benefits to which they are entitled in accordance with contractual and legal requirements. OCP is not in a position at this time to determine how many KBC employees will be affected in this way or the nature and timing of any redundancies.

Continuation of investment activities

Subject to the review referred to above and the extent of synergistic cost savings which can be derived, OCP’s current intention is that in these circumstances KBC would continue as an investment vehicle making investments identified by the KBC Board with the aim of maximising shareholder returns over time.

Realisation of existing investment assets

OCP is likely to continue with the realisation by KBC of its remaining investment assets. However, following the review referred to above OCP may decide to retain some or all of them.

Maintenance of ASX listing

Subject to the Corporations Act and the Listing Rules and the level of OCP’s shareholding, OCP intends that KBC would remain listed on the ASX as long as it meets the requirements of the Listing Rules for maintaining a listing, including the requirement to maintain a sufficient spread of shareholders.

Change of balance date

Consistent with OCP gaining ownership control of KBC, OCP will propose a change in balance date to 31 March (being the balance date of OCP) and propose a shareholder meeting to approve the appointment of OCP’s auditor as auditor of KBC.

Acquisition of further KBC Shares

OCP may in the future acquire further KBC Shares in accordance with the Corporations Act.

7.5 Intentions if OCP acquires a relevant interest in 90% or more of KBC Shares

If OCP acquires a relevant interest of 90% or more of KBC Shares it will become entitled to proceed to compulsory acquisition of the outstanding KBC Shares in accordance with Part 6A.1 of the Corporations Act.

In these circumstances it is OCP’s current intention NOT to seek compulsory acquisition of the outstanding KBC Shares. In these circumstances OCP’s intentions would be consistent with its intentions in the circumstances where it acquires more than 50% of the KBC Shares (but less than 90%), as described in section 7.4 above.

In accordance with section 662B of the Corporations Act, OCP will notify all remaining KBC Shareholders at that time that they have a right to have their shares acquired at the Offer Price.

In this circumstance, it is possible that KBC would no longer meet the ASX Listing Rule requirement to maintain a sufficient spread of shareholders and it is possible that KBC would be removed from the Official List of the ASX.

7.6 Overall qualification to OCP’s intentions

If after the conclusion of the Offer KBC is not a wholly owned subsidiary of OCP, OCP expects that the Directors of KBC (including those nominated by OCP) will act at all times in accordance with their duties and intends that all requisite shareholder approvals and other requirements of law, including the Corporations Act and the Listing Rules, are complied with as required in pursuing any of the intentions which are referred to above.

8 OCP’s interests in KBC securities

8.1 OCP’s relevant interests in KBC securities

As at the date this Bidder’s Statement was lodged with ASIC OCP had a relevant interest in 37,503,974 or 20.77% of KBC Shares.

As at the date of the Offer OCP had a relevant interest in 39,817,393 or 22.05% of KBC Shares.

8.2 OCP’s voting power in KBC

As at the date this Bidder’s Statement was lodged with ASIC, OCP’s voting power in KBC was 20.77%.

As at the date of the Offer, OCP’s voting power in KBC was 22.05%.

8.3 OCP Directors’ interests in KBC Shares

As at the date of this Bidder’s Statement none of the directors of OCP has any direct or indirect interest in KBC Shares, other than an indirect interest resulting from holding an interest in the share capital OCP.

8.4 Acquisitions of KBC Shares by OCP or its associates during previous 4 months

Details of on-market purchases of KBC Shares by OCP during the four month period before the date this Bidder’s Statement was lodged with ASIC are set out below:

Date of purchase	Number	Price paid per KBC Share
19 September 2013	654	$0.130
19 September 2013	925,000	$0.140
19 September 2013	25,000	$0.135
20 September 2013	100,000	$0.140
3 October 2013	100,000	$0.140
4October 2013	13,929	$0.140
7October 2013	26,071	$0.140
10 October 2013	796,429	$0.140
11 October 2013	17,857	$0.140
14 October 2013	7,715	$0.140
16 October 2013	32,155	$0.140
6November 2013	36,156	$0.1387
8November 2013	495,000	$0.150
11 November 2013	127,007	$0.150
13November 2013	196,243	$0.150
14 November 2013	160,214	$0.150
15November 2013	48,186	$0.150

On-market purchases of KBC Shares by OCP from the date this Bidder’s Statement was lodged with ASIC to the date of the Offer are set out below:

Date of purchase	Number	Price paid per KBC Share
28November 2013	343,725	$0.145
28November 2013	64,944	$0.150
28November 2013	517,400	$0.155
28November 2013	1,387,350	$0.160

There have been no other acquisitions or other dealings in KBC Shares by OCP or its associates during the four month period before the date of the Offer.

8.5 No pre-Offer benefits

Neither OCP nor any of its associates has, during the period of four months before the date of the Offer, given, offered, or agreed to give, a benefit to another person where the benefit was likely to induce the other person, or an associate, to accept an offer or dispose of KBC Shares, which benefit is not offered respectively to all KBC Shareholders under the Offer.

8.6 No escalation agreements

Neither OCP nor any associate of OCP has entered into any escalation agreement in respect KBC Shares that is prohibited by section 622 of the Corporations Act.

9 Funding

9.1 Maximum Amount required

The total maximum cash consideration that OCP will be required to pay under the Offer is $22,886,654.40, calculated as set out below ( Maximum Amount ).

9.2 OCP’s understanding of securities on issue

As at the date of this Bidder’s Statement, OCP understands that there are 180,545,564 KBC Shares on issue.

9.3 Maximum Amount

The maximum sum payable under the Offer will be $22,886,654.40, being $0.16 per KBC Share in respect of 143,041,590 KBC Shares which are not owned by OCP as at the date of this Bidder’s Statement.

9.4 Source of funds

The funds required to pay the cash consideration under the Offer will be sourced from OCP’s own funds. Whilst OCP has not specifically set aside any cash amounts in its own funds to satisfy the consideration under the Offer, it has ample uncommitted funds available for that purpose.

The Offer is not subject to any financing condition.

As at the date of this Bidder’s Statement, OCP held cash on deposit with Australian financial institutions and cash equivalents of approximately $26.8 million. An amount of these funds which is at least equal to the Maximum Amount is available for withdrawal, either at call or on terms that will not affect OCP’s ability to satisfy OCP’s payment obligations under the Offer as and when they fall due, and is not subject to security interests, rights of set off or required for other arrangements of OCP.

OCP therefore has access to sufficient cash reserves to fund the Maximum Amount and to cover all transaction costs associated with the Offer.

Having regard to the matters set out in this section 9, OCP is of the opinion that it has a reasonable basis for forming the view, and it holds the view, that it will be able to satisfy its payment obligations under the Offer.

10 Additional information

10.1 Date for determining holders of KBC Shares

For the purposes of section 633(2) of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Corporations Act is the Register Date.

10.2 Consents to be named

The following persons have consented to being named in this Bidder’s Statement in the form and context in which their names appear and have not withdrawn their consent prior to the lodgement of this Bidder’s Statement with ASIC:

(a) Morgans Financial Limited, to be named as OCP’s Broker;
(b) Computershare Investor Services Pty Limited, to be named as the share registry; and
(c) Johnson Winter & Slattery, to be named as the legal adviser to OCP.

None of the above mentioned persons has made any statement in this Bidder’s Statement, or on which a statement in this Bidder’s Statement is based, and (to the maximum extent permitted by law) expressly disclaims any liability and takes no responsibility for any part of this Bidder’s Statement. None of those persons should be taken to have endorsed the Offer by being named, or consenting to be named, in this Bidder’s Statement.

10.3 Statements taken from documents lodged with the ASX or ASIC

This Bidder’s Statement also includes or is accompanied by statements which are made in or based on statements made in documents lodged with ASIC or on the company announcement platform of the ASX. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, the inclusion of those statements in this Bidder’s Statement.

As required by Class Order 01/1543, OCP will make available a copy of these documents free of charge to KBC Shareholders who request them. To obtain a copy of these documents (or the relevant extracts), KBC Shareholders may contact OCP.

10.4 ASIC relief

OCP has not obtained from ASIC any modifications to, or exemptions from, the Corporations Act in relation to the Offer. However, ASIC has published various instruments providing for modifications and exemptions that apply generally to all persons including OCP (including those referred to in section 10.3).

10.5 On-market acquisitions by OCP

Subject to the requirements of the Corporations Act, OCP may acquire KBC Shares onmarket at prices at or below the Offer Price during normal trading on the ASX.

As disclosed earlier in this document, OCP has instructed its broker, Morgans, to immediately commence purchasing KBC Shares on-market at or below the Offer Price. (OCP reserves the right to withdraw those instructions in its discretion.)

Any such purchases by OCP will be disclosed to the ASX in substantial shareholder notices which OCP is required to lodge under the Corporations Act.

KBC Shareholders who sell their KBC Shares on the ASX will receive payment from their Broker. Settlement of trades on the ASX is on a T+3 basis (being three business days after the date of the transaction).

KBC Shareholders who sell KBC Shares on the ASX cannot subsequently accept the Offer in respect of their KBC Shares sold on the ASX. In addition, KBC Shareholders who sell KBC Shares on the ASX may incur brokerage charges which they may not incur if they accept the Offer.

10.6 Other material information

Except as set out elsewhere in this Bidder’s Statement, there is no other information that is:

(a) material to the making of a decision by a KBC Shareholder whether or not to accept the Offer; and
(b) known to OCP,

that has not previously been disclosed to KBC Shareholders.

11 Formal terms and conditions of the Offer

11.1 Offer

(a) OCP offers to acquire all or part of your KBC Shares on the terms and subject to the conditions set out in this Offer.
(b) This Offer extends to any person who is able during the Offer Period to give good title to a parcel of KBC Shares and has not already accepted an Offer for those KBC Shares (see section 11.6(b)).
(c) This Offer extends to all KBC Shares that exist or will exist as at close of business on the Register Date or that are issued during the period from the Register Date to the end of the Offer Period.
(d) If you accept this Offer, OCP will be entitled to all Rights in respect of your KBC Shares, as well as the KBC Shares themselves. OCP may require you to provide all documents necessary to vest title to those Rights in OCP, or otherwise to give OCP the benefit of those Rights. If you do not do so, or if you have received the benefit of those Rights (whether before or after your acceptance of this Offer), OCP will deduct from the consideration payable to you under this Offer the amount (or the value, as reasonably assessed by OCP) of those Rights (see sections 11.11(e) and 11.11(f)).
(e) This Offer is dated 16 December 2013.

11.2 Consideration

The consideration offered for each of your KBC Shares is $0.16.

11.3 Offer Period

This Offer commences on the date the first of the Offers is made, which is 16 December 2013, and remains open for acceptance until 7.00 pm (Sydney time) on 31 January 2014, unless it is withdrawn or extended.

OCP may, in accordance with the Corporations Act, extend the period during which this Offer remains open for acceptance.

11.4 How to accept this Offer

(a) General

You may accept this Offer for all or part of your KBC Shares. You may accept the Offer at any time during the Offer Period.

(b) What type of holding do you have?

The method by which you can accept the Offer depends on whether your KBC Shares are in an Issuer Sponsored Holding or a CHESS Holding.

The “Securityholder details” box in the accompanying Offer Acceptance Form will specify the type of subregister for your KBC shareholding as “Issuer” (for an Issuer Sponsored Holding) or “CHESS” (for a CHESS Holding).

(c) Acceptance procedure – Issuer Sponsored Holding

If you hold your KBC Shares in an Issuer Sponsored Holding, then to accept this Offer you must complete, sign and return the accompanying Offer Acceptance Form in accordance with the instructions on it and deliver it or send it by post together with

all other documents required by those instructions to the registry address specified on the form, so that they are received before the end of the Offer Period.

(d)

Acceptance procedure – CHESS Holding

If you hold your KBC Shares in a CHESS Holding, then to accept this Offer you must:

(i) instruct your Controlling Participant (usually, your Broker) to initiate acceptance of the Offer on your behalf in accordance with Rule 14.14 of the ASX Settlement Operating Rules, so as to be effective before the end of the Offer Period; or
(ii) complete the Offer Acceptance Form and mail or deliver it to the registry address specified on the form. That will authorise OCP to request your Controlling Participant to initiate acceptance of the Offer on your behalf. For return of the Offer Acceptance Form to be an effective acceptance of the Offer, you must ensure that it is received in time for a request to be given to your Controlling Participant, and for your Controlling Participant to carry out those instructions, before the end of the Offer Period.

You will be taken to have completed acceptance of this Offer when your Controlling Participant initiates acceptance of this Offer in accordance with Rule 14.14 of the ASX Settlement Operating Rules.

If you are a Broker or a Participant, you must yourself initiate acceptance under Rule 14.14 of the ASX Settlement Operating Rules, so as to be effective before the end of the Offer Period.

(e) Address for Offer Acceptance Forms

The relevant mailing address for completed Offer Acceptance Forms is set out in the Offer Acceptance Form. A reply paid envelope for Australian based shareholders and otherwise a self addressed envelope accompanies this Bidder's Statement for your convenience.

(f)

Offer Acceptance Form

The Offer Acceptance Form which accompanies this Offer forms part of this Offer. The requirements on the Offer Acceptance Form must be observed in accepting this Offer in respect of your KBC Shares.

(g) OCP’s discretion
(i) Except in relation to KBC Shares held in a CHESS Holding, despite section 11.4(c) above, OCP may at its discretion treat any Offer Acceptance Form received before the end of the Offer Period (at the address specified in the Offer Acceptance Form or such other address as may be acceptable to OCP) as valid or waive any requirement of section 11.4(c) in any case, but the payment of the consideration in accordance with this Offer will not be made until any irregularity has been resolved or waived and any other documents required to procure registration have been received by OCP (see section 11.5(b)).
(ii) By returning the Offer Acceptance Form to the registry address appearing on the form, you will have authorised OCP (by its directors, officers or agents) to complete the Offer Acceptance Form by inserting such details as are omitted in respect of the Accepted Shares and to rectify any errors in or omissions from the relevant form (including altering the number of KBC Shares stated to be held by you if it is otherwise than as set out in the relevant form and making any consequential changes to the number of Accepted Shares) as may be necessary to make the Offer Acceptance Form an effective

acceptance of this Offer or to enable registration of the transfer of your Accepted Shares to OCP.

11.5 Payment of consideration

(a) If you accept this Offer and the conditions of the Offer and of the contract resulting from the acceptance of the Offer are satisfied or the Offer is declared free of those conditions, then OCP will arrange for a cheque to be drawn in Australian dollars in your favour for the amount of cash payable to you in accordance with this Offer and will send the cheque to you at the address last supplied by KBC to OCP by, subject to paragraph (b), the end of whichever of the following periods ends earlier:
(i) one month after the date this Offer is validly accepted by you under section 11.4 or, if at the time of your acceptance this Offer is subject to a condition in section 11.7, within one month after the contract formed by your acceptance of this Offer becomes unconditional; or
(ii) 21 days after the end of the Offer Period.
(b) Where the Offer Acceptance Form requires additional documents to be given with your acceptance (such as a power of attorney):
(i) if the documents are given with your acceptance, OCP will provide the consideration in accordance with paragraph (a);
(ii) if the documents are given after acceptance and before the end of the Offer Period and the Offer is subject to a defeating condition (see section 11.7) at the time that OCP is given the documents, OCP will provide the consideration by the end of whichever period ends earlier:
- (A) one month after the contract resulting from your acceptance of the Offer becomes unconditional; or
- (B) 21 days after the end of the Offer Period;
(iii) if the documents are given after acceptance and before the end of the Offer Period and the Offer is unconditional, OCP will provide the consideration by the end of whichever period ends earlier:
- (A) one month after OCP is given the documents; or
- (B) 21 days after the end of the Offer Period;
(iv) if the documents are given after the end of the Offer Period and, at the time OCP is given the documents, the contract resulting from your acceptance of this Offer is:
- (A) unconditional, OCP will provide the consideration within 21 days after the documents are given; or
- (B) still subject to a defeating condition that relates to a circumstance or event referred to in section 11.7 OCP will provide the consideration within 21 days after that contract becomes unconditional.

If you do not provide OCP with the required additional documents within one month after the end of the Offer Period, OCP may, in its sole discretion, rescind the contract resulting from your acceptance of the Offer.

(i) any authority, clearance or approval of the Reserve Bank of Australia or of the Australian Taxation Office is required for you to receive any consideration under this Offer; or
(ii) you are resident of a place to which, or you are a person to whom, any law of Australia or elsewhere would make it unlawful for OCP to provide consideration for your KBC Shares,

then your acceptance of this Offer will not create or transfer to you any right (contractual or contingent) to receive the consideration specified in this Offer unless and until all requisite authorities, clearances or approvals have been received by OCP.

11.6 Persons to whom the Offer is made

(a) An Offer in this form and bearing the same date is being made to, and will be sent to, each holder of KBC Shares registered as at close of business (Sydney time) on the Register Date.
(b) A person who:
(i) is able during the Offer Period to give good title to a parcel of KBC Shares; and
(ii) has not already accepted an Offer for those KBC Shares,

may, in accordance with section 653B(1) of the Corporations Act, accept this Offer as if an offer on terms identical with the Offer had been made to that person in relation to those KBC Shares.

(c) If at any time during the Offer Period your KBC Shares consist of two or more distinct portions (for example, where you hold KBC Shares as nominee for separate beneficial owners), this Offer is deemed to consist of separate corresponding Offers made to you for the respective distinct portions of your KBC Shares. You may accept two or more such deemed separate corresponding Offers at the same time as if they were a single Offer for each distinct portion of KBC Shares. An acceptance by you of one of the Offers which is deemed to exist in respect of a distinct portion of KBC Shares is ineffective unless you have given to OCP a notice which, if it relates to KBC Shares:
(i) in a CHESS Holding, must be in an electronic form approved by the ASX Settlement Operating Rules; or
(ii) in an Issuer Sponsored Holding, must be in writing,

stating that the relevant KBC Shares consist of a distinct portion and your acceptance specifies the number of KBC Shares in the distinct portion to which the acceptance relates. If this applies to you, please contact OCP by email at [email protected] to arrange for such additional copies of this Bidder’s Statement and Offer Acceptance Form as are necessary.

11.7 Conditions

This Offer and any contract which results from your acceptance of the Offer is subject to the fulfilment of the conditions that, between the time beginning when the Bidder’s Statement is given to KBC and ending at the end of the Offer Period, none of the following occurrences happens:

(a) KBC converts all or any of the KBC Shares into a larger or smaller number of KBC Shares;
(b) any member of the KBC Group resolves to reduce its share capital in any way;

(c) any member of the KBC Group enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
(d) any member of the KBC Group issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;
(e) any member of the KBC Group issues, or agrees to issue, convertible notes;
(f) any member of the KBC Group disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
(g) any member of the KBC Group grants, or agrees to grant, a security interest in the whole, or a substantial part, of its business or property;
(h) any member of the KBC Group (other than PR Finance Group Limited and its subsidiaries) resolves to be wound up;
(i) a liquidator or provisional liquidator is appointed to any member of the KBC Group (other than PR Finance Group Limited and its subsidiaries);
(j) a court makes an order for the winding up of any member of the KBC Group (other than PR Finance Group Limited and its subsidiaries);
(k) an administrator is appointed to any member of the KBC Group under section 436A, 436B or 436C of the Corporations Act;
(l) any member of the KBC Group (other than PR Finance Group Limited and its subsidiaries) executes a deed of company arrangement;
(m) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of any member of the KBC Group (other than PR Finance Group Limited and its subsidiaries).

11.8 Nature of conditions

(a) Each of the conditions in each paragraph of section 11.7 is a condition subsequent and will not prevent a contract to sell your KBC Shares resulting from acceptance of this Offer, but any breach or non-fulfilment of any condition will entitle OCP to rescind a contract that results from your acceptance of this Offer as if that contract had not been formed.
(b) Each of the conditions in each paragraph of section 11.7 constitutes and is to be construed as a separate, several and distinct condition. No condition which applies to this Offer will be taken to limit the meaning or effect of any other condition.
(c) OCP alone will be entitled to the benefit of the conditions which apply to this Offer and any breach or non-fulfilment of such condition may be relied on only by OCP.

11.9 Waiver of conditions

(a) Subject to the Corporations Act, OCP may free the Offer and any contract resulting from acceptance of the Offer from any condition in section 11.7 generally or in relation to a specific occurrence by giving notice in writing to KBC and to the ASX in accordance with section 650F of the Corporations Act. Any such notice must be given not later than 3 business days after the end of the Offer Period.
(b) If, at the end of the Offer Period, the conditions in section 11.7 have not been fulfilled and OCP has not declared the Offer (or the Offer has not become) free from those conditions, all contracts resulting from the acceptance of the Offer and all acceptances that have not resulted in binding contracts will be automatically void.

(c) If any condition in section 11.7 would not be fulfilled, OCP reserves the right to rely on it as a defeating condition or to waive it either immediately or at any later time OCP is lawfully able to do so.

11.10 Notice of status of conditions

The date for giving the notice as to the status of the conditions in section 11.7 required by section 630(1) of the Corporations Act is 23 January 2014 (subject to variation in accordance with section 630(2) of the Corporations Act if the Offer Period is extended).

11.11 Effect of acceptance

By accepting this Offer in accordance with section 11.4, you will have:

(a) accepted this Offer for your KBC Shares to which this Offer relates or such lesser number as you have specified in the Offer Acceptance Form ( Accepted Shares ) and agreed to sell those Accepted Shares to OCP;
(b) subject to the Offer being declared free from the conditions set out in section 11.7 or those conditions being fulfilled, assigned all of the beneficial interest in the Accepted Shares to OCP, conveyed beneficial title to the Accepted Shares to OCP and agreed to transfer legal title to the Accepted Shares to OCP, and agreed that OCP will be immediately entitled to cause the transfer of the Accepted Shares to be registered;
(c) represented and warranted to OCP that the Accepted Shares will, at the date of the transfer of them to OCP, be fully paid and free from all encumbrances of any kind, whether legal or otherwise, and that you have full power and capacity to accept this Offer and to sell and transfer the legal and beneficial ownership of the Accepted Shares to OCP;
(d) represented and warranted to OCP that, if you are the legal owner but not the beneficial owner of the Accepted Shares:
(i) the beneficial holder has not sent a separate acceptance of the Offer in respect of the Accepted Shares;
(ii) the number of KBC Shares you have specified as being the entire holding of KBC Shares you hold on behalf of the particular beneficial holder is in fact such entire holding; and
(iii) you are irrevocably and unconditionally entitled to transfer the Accepted Shares, and to assign all of the beneficial interest in those KBC Shares, to OCP;
(e) irrevocably authorised and directed KBC to pay to OCP or to account to OCP for all Rights in respect of the Accepted Shares subject, however, to any such Rights received by OCP being accounted for by OCP to you if this Offer is withdrawn or the contract formed by your acceptance of this Offer is rescinded or rendered void;
(f) except where Rights have been paid or accounted for to OCP under paragraph (e), irrevocably authorised OCP to deduct from the consideration payable to you under this Offer by way of set off the amount of all Rights referred to in paragraph (e) or an amount equal to the value of those Rights as reasonably assessed by OCP (or, if there is a dispute, the Chairman of the ASX or his nominee);

(g) if you signed and returned the Offer Acceptance Form in respect of any of your KBC Shares in a CHESS Holding, irrevocably authorised OCP to:
(i) instruct your Controlling Participant to initiate acceptance of the Offer in respect of all such KBC Shares in accordance with the ASX Settlement Operating Rules; and
(ii) give any other instructions concerning those KBC Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and the Controlling Participant;
(h) authorised KBC, before registration of the transfer of your Accepted Shares, to transmit your Accepted Shares to any register maintained by KBC which OCP, in its absolute discretion, considers desirable;
(i) authorised KBC to place your Accepted Shares in a reserved subposition in KBC’s share register;
(j) appointed OCP and each of its directors, secretaries and officers severally as your true and lawful attorney, with effect from the date that this Offer, or any contract resulting from acceptance of this Offer, becomes free from its conditions or such conditions are satisfied, with power to do all things which you could lawfully do concerning the Accepted Shares or in exercise of any right derived from the holding of the Accepted Shares, including:
(i) attending and voting at any meeting of KBC;
(ii) demanding a poll for any vote to be taken at any meeting of KBC;
(iii) proposing or seconding any resolution to be considered at any meeting of KBC;
(iv) requisitioning the convening of any meeting of KBC and convening a meeting pursuant to any such requisition;
(v) notifying KBC that your address in the records of KBC for all purposes, including the despatch of notices of meeting, annual reports and dividends, should be altered to an address nominated by OCP; and
(vi) doing all things incidental or ancillary to any of the above,

and agreed that in exercising the powers conferred by that power of attorney, the attorney may act in the interests of OCP as the intended owner of the Accepted Shares. This appointment, being given for valuable consideration to secure the interest acquired in your Accepted Shares, is irrevocable, and terminates upon registration of a transfer to OCP of your Accepted Shares. OCP will indemnify you and keep you indemnified in respect of all costs, expenses and obligations which might otherwise be incurred or undertaken as a result of the exercise by an attorney of any powers under this paragraph (j); and

(k) subject to the Offer being declared free from the conditions set out in section 11.7 or those conditions being fulfilled, agreed to execute all such documents and do all such things that OCP may consider necessary or desirable to convey your Accepted Shares and your Rights to OCP in accordance with the Offer Conditions.

11.12 Variation

OCP may vary this Offer as permitted by Part 6.6 Division 2 of the Corporations Act.

11.13 Withdrawal

This Offer may be withdrawn with the consent in writing of ASIC, which consent may be given subject to such conditions (if any) as are specified in the consent. If so, OCP will give notice of the withdrawal to the ASX and to KBC and will comply with any other conditions imposed by ASIC. If OCP withdraws this Offer, all contracts arising from its acceptance will automatically be void.

11.14 Other matters

(a) Notices and other communications

Subject to the Corporations Act, a notice or other communication given by OCP to you in connection with this Offer shall be deemed to be duly given if it is in writing and is:

(i) delivered to your address as recorded on the register of members of KBC last supplied to OCP; or
(ii) sent by pre-paid ordinary mail, or in the case of an address outside Australia by pre-paid airmail, to you at either of those addresses.

(b) Return of documents

If:

(i) this Offer is withdrawn after your Offer Acceptance Form has been sent to OCP, but before it has been received; or
(ii) for any other reason OCP does not acquire the KBC Shares to which your Offer Acceptance Form relates,

OCP will despatch at your risk your Offer Acceptance Form together with all other documents forwarded by you, to your address as shown on the Offer Acceptance Form or such other address as you may notify in writing to OCP by, where such address is inside Australia, pre-paid ordinary post, or, where such address is outside Australia, pre-paid airmail.

11.15 Governing law

This Offer and any contract resulting from your acceptance of it are governed by the law of New South Wales.

12 Taxation Considerations

12.1 Australian tax considerations for KBC Shareholders

The information below is based upon Australian taxation law and practice in effect at the date of this Bidder’s Statement. It does not take account of any specific facts or circumstances that may apply to particular shareholders and does not constitute tax advice by OCP to any KBC Shareholder. You are advised to seek independent professional advice regarding the Australian tax consequences of disposing of your KBC Shares.

This summary deals only with the disposal of shares held on capital account and does not deal with the taxation consequences of disposing of KBC Shares issued under an employee share scheme or acquired as a result of exercising an option granted under an employee share scheme or share option scheme, or held by:

a share trader, professional investor, financial institution, securities dealer or life insurance company;
an exempt organisation;
a partnership; or
a person acting as trustee of a trust, except in relation to the comments at 12.4 and 12.5 below.

The disposal of your KBC Shares by accepting the Offer or by compulsory acquisition of your KBC Shares will constitute a “CGT event” for the purposes of the Australian capital gains tax (“CGT”) provisions. The disposal will occur on the date on which you accept the Offer or (if applicable) the date on which OCP becomes the owner of the shares under the compulsory acquisition process.

The CGT, GST and stamp duty implications of disposing of your KBC Shares are summarised below.

12.2 Shareholders who are Australian resident companies or individuals

If you are a company, the whole of a capital gain on the disposal of your KBC Shares will be included in the calculation of your net capital gain for the income year.

If you are an individual (not a company) and you have owned your KBC Shares for at least one year, one-half of the capital gain on the disposal of your KBC Shares will be included in the calculation of your net capital gain for the income year.

If you owned your KBC Shares for less than one year before disposing of them, the whole of a capital gain on the disposal will be included in the calculation of your net capital gain for the income year. If you have a capital loss from another CGT event in the income year or carried forward from a previous income year, and that loss is set off against a capital gain on your KBC Shares, then the set-off of the loss occurs before applying the 50% discount (if available) to the remaining gain.

For both a company and an individual, the whole of a capital loss on the disposal of your KBC Shares will be included in the calculation of your net capital gain for the income year.

If you have a net capital gain for the income year after taking account of all CGT events, the net capital gain will be included in your assessable income for the year. If you have a net capital loss, it will be carried forward for offset against capital gains arising in future income years. For companies, utilisation of carried forward capital losses is subject to the satisfaction of a continuity of ownership test or a same business test.

12.3 Shareholders who are non-resident companies or individuals

If you are not a resident of Australia for tax purposes and hold your KBC Shares on capital account you will not be subject to CGT on the disposal of your KBC Shares unless:

(a) you used your KBC Shares at any time in carrying on a business through a permanent establishment in Australia; or
(b) both of these conditions apply to you:
(i) you (and your associates) held a beneficial interest of at least 10% in KBC either at the time you sold your KBC Shares or for at least 12 months during the 24 months before you sold your KBC Shares; and
(ii) at the time of disposing of your KBC Shares, 50% or more of the value of KBC is or was represented by real property in Australia. For this purpose, indirect interests in real property are traced through entities in which KBC has at least a 10% direct or indirect beneficial interest, and real property includes leasehold interests.

If the disposal of your KBC shares is subject to Australian CGT, the CGT consequences of disposal will be as described in 12.2 above for an Australian resident company or individual, with the following modification. The Government has announced that the CGT discount that applies to capital gains accruing to individuals who dispose of an asset after owning it for at least one year will be restricted as follows for non-resident individuals:

(a) the discount will not be available in respect of capital gains arising after 8 May 2012 unless the taxpayer values the asset at the end of 8 May 2012.
(b) if a valuation is done, the discount will be available only for gains that accrued up to 8 May 2012.

The tax rules applying where non-residents dispose of indirect interests in Australian real property are complex and any KBC Shareholder in this position should obtain specific advice on the application of the rules.

12.4 Shareholders in the capacity of trustees of complying superannuation funds

The CGT consequences of disposal of KBC Shares by a trustee of a “complying superannuation fund”, as defined for Australian tax purposes, will be as stated in 12.2 above for an Australian resident individual, except that one third, and not one half, of a capital gain on disposal of the fund’s KBC Shares will be excluded in calculating the fund’s net capital gain for the income year if the fund owned the KBC Shares for at least one year prior to the date of disposal.

12.5 Shareholders in the capacity of trustees of trusts other than complying superannuation funds

The Australian income tax rules have been amended to exclude net capital gains in calculating the “income” and “net income” of a trust estate for certain purposes. Capital gains arising in trusts, to which beneficiaries of trusts are “specifically entitled”, are treated as having accrued directly to those beneficiaries.

A gain to which no beneficiary is “specifically entitled” is treated as accruing to the trustee (by election if the trust deed so permits, otherwise automatically), or is allocated on a proportionate basis to those beneficiaries of the trust who are presently entitled to income of the trust estate. If a gain is treated as accruing to a non-resident beneficiary, the trustee will be assessed on the gain that would be assessed in the hands of the beneficiary.

The tax rules regarding capital gains accruing to trusts are complex and trustees should obtain tax advice based on the specific circumstances of the trust.

12.6 GST

No Australian GST should generally be payable on the transfer of KBC Shares, with the exception of any GST payable on any brokerage charged by your Controlling Participant for carrying out your instructions.

13 Approval of Bidder’s Statement

A copy of this Bidder’s Statement that is to be lodged with ASIC has been approved by a resolution passed by the directors of OCP.

Signed on behalf of OCP in accordance with section 351 of the Corporations Act.

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Ian Tsicalas Chairman

Dated: 28 November 2013

14 Glossary

14.1 Definitions

In this Bidder’s Statement, unless the context requires otherwise:

Accepted Shares has the meaning given in section 11.11(a).

Announcement means the announcement of the Offer by OCP on the Announcement Date.

Announcement Date means 28 November 2013, being the date of the Announcement.

Approval means a licence, authority, authorisation, consent, permission, approval, clearance, grant, confirmation, order, exemption, waiver or ruling.

ASIC means the Australian Securities and Investments Commission.

ASX Settlement means ASX Settlement Pty Limited ACN 008 504 532, the body which administers CHESS.

ASX Settlement Operating Rules means the settlement operating rules of ASX Settlement.

ASX means ASX Limited ACN 008 624 691 or the market operated by it, as the context requires.

Bidder’s Statement means this document, being the statement of OCP under Part 6.5 Division 2 of the Corporations Act relating to the Offer.

Broker means a person who is a share broker and a Participant.

business day means a day on which banks are open for general banking business in Sydney (not being a Saturday, Sunday or public holiday).

CGT means capital gains tax.

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfers in Australia.

CHESS Holding means a holding of KBC Shares on the CHESS subregister of KBC.

Computershare means Computershare Investor Services Pty Limited ACN 078 279 277.

Controlling Participant has the meaning given in the ASX Settlement Operating Rules.

Corporations Act means the Corporations Act 2001 (Cth).

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Issuer Sponsored Holding means a holding of KBC Shares on KBC’s issuer sponsored subregister.

KBC means Keybridge Capital Limited ACN 088 267 190.

KBC Board means the board of directors of KBC.

KBC Group means KBC and its subsidiaries from time to time.

KBC Share means an ordinary share in KBC (whether fully paid or partly paid).

KBC Shareholder means the holder of one or more KBC Shares.

Listing Rules means the listing rules of the ASX.

Maximum Amount has the meaning given in section 9.1.

Morgans means Morgans Financial Limited ACN 010 669 726.

OCP means Oceania Capital Partners Limited ACN 111 554 360.

OCP Group means OCP and its subsidiaries from time to time.

Offer means the offer by OCP to acquire KBC Shares on the Offer Conditions.

Offer Acceptance Form means the acceptance form that accompanies this Bidder’s Statement.

Offer Conditions means the terms and conditions of the Offer set out in section 11.

Offer Period means the period during which the Offer remains open.

Participant means an entity admitted to participate in CHESS under Rule 4.3.1 and Rule 4.4.1 of the ASX Settlement Operating Rules.

Register Date means 29 November 2013, being the date set by OCP under section 633(2) of the Corporations Act.

Rights means all accretions, rights or benefits of whatever kind attaching to or arising from KBC Shares directly or indirectly after the Announcement Date, including, without limitation, all dividends, returns of capital or other distributions (whether in cash or in specie) and all rights to receive any dividends, returns of capital or other distributions (whether in cash or in specie), or to receive or subscribe for shares, stock units, notes, bonds, options or other securities, declared, paid, issued or made by KBC or any of its subsidiaries.

subsidiary has the meaning given to it in the Corporations Act.

Target’s Statement means the target’s statement to be issued by KBC in response to this Bidder’s Statement, as required by the Corporations Act.

VWAP means volume-weighted average price, calculated by dividing the value of trades by the volume over a given period.

your KBC Shares means, subject to section 11.6:

(a) the KBC Shares of which you are registered or entitled to be registered as the holder in the register of members of KBC at the Register Date; and
(b) any other KBC Shares to which you are able to give good title at the time you accept the Offer.

14.2 General interpretation

The following rules of interpretation apply unless the contrary intention appears or the context requires otherwise:

(a) a reference to time is a reference to standard Sydney time as defined in the Standard Time Act 1987 (NSW) .
(b) Headings are for convenience only and do not affect interpretation.
(c) The singular includes the plural and conversely.
(d) A reference to a section is to a section of this Bidder’s Statement.

(e) A gender includes all genders.
(f) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(g) $, A$ or cents is a reference to the lawful currency in Australia, unless otherwise stated.
(h) A reference to a person includes a body corporate, an unincorporated body or other entity and conversely.
(i) A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns.
(j) A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it.
(k) A reference to any instrument or document includes any variation or replacement of it.
(l) A term not specifically defined in this Bidder’s Statement has the meaning given to it (if any) in the Corporations Act or the ASX Settlement Operating Rules, as the case may be.
(m) A reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and individually.
(n) A reference to “you” is to a person to whom an Offer is made under section 11.

CORPORATE DIRECTORY

Oceania Capital Partners Limited

Suite 3, Level 3 50 Pitt Street Sydney NSW 2000

Legal adviser to OCP

Johnson Winter & Slattery

Level 25 20 Bond Street Sydney NSW 2000

Offer registrar

Computershare Investor Services Pty Limited

GPO Box 52 Melbourne VIC 3001

Broker to the Offer

Morgans Financial Limited

Level 23 123 Eagle Street Brisbane QLD 4000

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KEYBRIDGE CAPITAL LIMITED — M&A Activity 2013

65174_rns_2013-12-15_5d25f6e8-9516-451b-8304-3020dc037358.pdf

Oceania Capital Partners Limited (OCP) – Off-market takeover bid for Keybridge Capital Limited (Keybridge) – Updated bidder’s statement and offer document as sent to holders

BIDDER’S STATEMENT

OFFER TO ACQUIRE SHARES IN

OFFER PRICE OF $0.16 PER SHARE

IMPORTANT INFORMATION

BIDDER’S STATEMENT

AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

DISCLAIMER AS TO KBC INFORMATION

FOREIGN JURISDICTIONS

PRIVACY COLLECTION STATEMENT

INVESTMENT DECISIONS

DEFINED TERMS AND INTERPRETATION

IF YOU HAVE ANY QUESTIONS

CONTENTS OF THIS BIDDER’S STATEMENT

1 Letter from the Chairman of OCP

28 November 2013

Dear KBC Shareholder

Benefits of the Offer

Conditions of the Offer

Background to the Offer – KBC’s current strategy

OCP’s Offer and intentions

Your choice as a KBC Shareholder

Conclusion

Ian Tsicalas Chairman

2 Key terms of the Offer and what you should do next

What you should do next

3 Why you should accept the Offer

PREMIUM OFFERED FOR KBC SHARES

2

CASH OFFER PROVIDES CERTAINTY OF VALUE

3

CASH OFFER REMOVES YOUR INVESTMENT RISKS AND UNCERTAINTIES

OCP’s Offer represents an opportunity for you to realise attractive and certain value for your KBC Shares

4 Summary of the Offer and how to accept

(a) Offer Period

(b) Payment date

(c) Payment

(e) Conditions

5 Information on OCP

5.1 Overview of OCP

5.2 OCP’s investments and asset base

5.3 Directors of OCP

5.4 Publicly available information

6 Information on KBC

6.1 Disclaimer

6.2 Overview of KBC

6.3 Publicly available information on KBC

6.4

Directors of KBC

6.5 KBC’s capital structure

6.6 Recent KBC Share price performance

7 Intentions of OCP regarding KBC

7.1 Introduction

7.2 OCP’s intentions in summary

7.3 Intentions if OCP holds less than 50% of KBC Shares

KBC Board

Cost reduction

Acquisition of further KBC Shares

7.4 Intentions if OCP acquires more than 50% of KBC Shares

KBC Board

Review of operations

Cost reduction

Continuation of investment activities

Realisation of existing investment assets

Maintenance of ASX listing

Change of balance date

Acquisition of further KBC Shares

7.5 Intentions if OCP acquires a relevant interest in 90% or more of KBC Shares

7.6 Overall qualification to OCP’s intentions

8 OCP’s interests in KBC securities

8.1 OCP’s relevant interests in KBC securities

8.2 OCP’s voting power in KBC

8.3 OCP Directors’ interests in KBC Shares

8.4 Acquisitions of KBC Shares by OCP or its associates during previous 4 months

8.5 No pre-Offer benefits

8.6 No escalation agreements

KEYBRIDGE CAPITAL LIMITED M&A Activity 2013

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