KEYBRIDGE CAPITAL LIMITED — M&A Activity 2019

Apr 30, 2019

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Wednesday, 1 May 2019

ASX Codes : KBC; KBCPA

MARKET ANNOUNCEMENT

TAKEOVER BID UPDATE

– CASH POSITION OF YOWIE GROUP LTD

Keybridge Capital Limited (ASX: KBC) ( Keybridge ) refers to its 13 March 2019 ASX Announcement[1] ( Bid Announcement ) of its intention to make a conditional off-market takeover bid for all of the fully paid ordinary shares in Yowie Group Ltd (ASX: YOW) ( Yowie ) (the Bid ) and its Bidder’s Statement (dated 24 April 2019) lodged with ASIC and served on Yowie on 24 April 2019[2] ( Bidder’s Statement ).

After market closing on 30 April 2019, Yowie lodged its Cashflow Report for the quarter ending 31 March 2019[3] which disclosed, amongst other matters, that:

• Yowie incurred net cash outflows during the March 2019 quarter of US$1.787 million (compared with US$0.853 million net cash outflows incurred during the previous quarter ending 31 December 2018[4] );

• Yowie’s cash position had declined from US$18.751 million (as at 31 December 2018[4] ) to a balance of US$16.982 million (as at 31 March 2019); and

• Yowie Management projects that its gross cash outflows for the upcoming quarter ending 30 June 2019 will be US$4.025 million.

Keybridge notes that the Bid is subject to certain conditions, which include ( Minimum Cash Condition ):

• As disclosed in the Bid Announcement: ( Minimum cash ) Yowie's cash (being cash at call or in the form of deposits or bills with a maturity date of no longer than 12 months) being not less than US$17 million at any time during the Bid period .[5]

• As disclosed in the Bidder’s Statement: ( Minimum cash ) At all times during the Offer Period, the amount of cash held by the Yowie Group (being cash at call or in the form of deposits or bills with a maturity date of no longer than 12 months) is not less than US$17,000,000 .[6]

Keybridge is currently considering the implications of Yowie’s Cashflow Report and reported cash position of US$16.982 million (as at 31 March 2019) in relation to the Minimum Cash Condition (of US$17 million) under the Bid.

Keybridge will provide an update on the impact (if any) to the Bid for Yowie in due course.

1 Refer Keybridge’s ASX Announcement dated 13 March 2019: Takeover Bid for Yowie Group Ltd at 9.2 cents 2 Refer Keybridge’s ASX Announcement dated 24 April 2019: Lodgement of Bidder’s Statement for Yowie Group Ltd and Notice of Register Date

3 Refer Yowie’s ASX Announcement dated 30 April 2019: Appendix 4C – Quarterly Cashflow Report for March 2019

4 Refer Yowie’s ASX Announcement dated 25 January 2019: Appendix 4C – Quarterly Cashflow Report for December 2018

5 Refer Annexure A (Proposed Bid Conditions)

6 Refer Section 11.7 (Conditions of the Offer) in the Bidder’s Statement Keybridge Capital Limited | ABN 16 088 267 190 | ASX Codes KBC; KBCPA | Web www.keybridge.com.au Registered Office | Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004, Australia Company Secretarial Enquiries | Telephone +61 8 9214 9767 Facsimile +61 8 9214 9701 Email info@keybridge.com.au

20190501 KBC ASX Takeover Bid Update - Cash Position of Yowie Group Ltd

FOR FURTHER INFORMATION:

John Patton Victor Ho Chairman Company Secretary Tel: (03) 9686 7000 Tel: (08) 9214 9767 Email: jpatton@keybridge.com.au Email: cosec@keybridge.com.au

ABOUT KEYBRIDGE CAPITAL LIMITED (ASX: KBC)

Keybridge is an investment and financial services group with a diversified portfolio of listed and unlisted investments/loan assets in the private equity (US), life insurance (New Zealand), property and funds management sectors and strategic holdings in HHY Fund (ASX:HHY), Molopo Energy Limited (ASX:MPO), Metgasco Limited (ASX: MEL) and Yowie Group Ltd (ASX:YOW). Keybridge is also the Investment Manager of HHY.

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