MAGGIE BEER HOLDINGS LTD — Proxy Solicitation & Information Statement 2018

Jun 27, 2018

LONGTABLE GROUP LIMITED ACN 092 817 171

Notice of General Meeting

Time of meeting: 12.00pm (Melbourne time) Date of meeting: Monday, 30 July 2018 Location of meeting: The Offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, 3000

This Notice of General Meeting contains an Explanatory Memorandum and Proxy Form. Each of these documents should be reviewed in their entirety.

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NOTICE OF MEETING

NOTICE IS GIVEN ( Notice ) that a General Meeting ( Meeting ) of the shareholders ( Shareholders ) of Longtable Group Limited ACN 092 817 171 ( Company or Longtable Group ) will be held at 12.00pm (Melbourne time), Monday, 30 July 2018 at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne 3000.

The following documents comprise part of this Notice:

• Explanatory Memorandum

• Proxy Form

The Explanatory Memorandum sets out each of the resolutions to be put to Shareholders at the Meeting ( Resolutions ) and an explanation of each of those Resolutions.

The Proxy Form may be used by shareholders to appoint a proxy to vote on their behalf at the Meeting.

Shareholders are encouraged to read this Notice and each accompanying document in full to make an informed decision in respect of the Resolutions.

AGENDA

The following business is to be transacted at the Meeting:

1 Resolution 1 – Ratification of Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the allotment and issue of 14,285,714 fully paid ordinary shares in the Company at an issue price of $0.70 (70 cents) per share as described in the Explanatory Statement."

For further information on the Placement, please see Section 1 of the Explanatory Memorandum.

Voting Exclusion Statement : the Company will disregard any votes cast in favour of the resolution by any person who participated in the issue and any Associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

2 Resolution 2 - Approval of Proposed Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.1 and for all other purposes, shareholders approve the proposed issue of up to 7,142,856 fully paid ordinary shares in the capital of the Company for an issue price of $0.70 (70 cents) per share, to raise up to $5 million, pursuant to a placement to professional and sophisticated investors.”

For further details of the Placement, please see Section 2 of the Explanatory Memorandum.

Voting Exclusion Statement : the Company will disregard any votes cast in favour of the resolution by a person who may participate in the proposed issue and who might obtain a benefit and any Associate of that person, except if that benefit is obtained solely in that person’s capacity as a Shareholder, if Resolution 2 is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or if it is

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cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

3 Resolution 3 - Approval of proposed issue of shares to Vendor

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.1 and for all other purposes, shareholders approve the proposed issue of 4,285,714 fully paid ordinary shares in the capital of the Company for an issue price of $0.70 (70 cents) per share, to the current shareholder of St David Dairy Pty Ltd in satisfaction of $3 million of the purchase price for the acquisition of the shares in St David Dairy Pty Ltd.”

For further details of the issue to the Vendor, please see Section 4 of the Explanatory Memorandum.

Voting Exclusion Statement : the Company will disregard any votes cast in favour of the resolution by a person who may participate in the proposed issue and who might obtain a benefit and any Associate of that person, except if that benefit is obtained solely in that person’s capacity as a Shareholder, if Resolution 3 is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

By order of the Board

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Justin Mouchacca Company Secretary 28 June 2018

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NOTES TO THE NOTICE OF MEETING

Eligibility to vote

For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a Shareholder if that person is registered as a Shareholder at 7:00pm (Melbourne time) on the date 48 hours before the date of the General Meeting.

Proxies

Shareholders who are entitled to attend and vote at the Meeting may appoint a person as their proxy to attend and vote at the Meeting on their behalf. A proxy need not be a Shareholder of the Company.

To be valid, a Proxy Form:

• (a) must be received by the Company no later than 48 hours before the commencement of the General Meeting, this being no later than 12.00pm (Melbourne time) on Saturday, 28 July 2018 at Computershare Limited at GPO Box 242 Melbourne, Victoria 3001, Australia, alternatively the Proxy Form may be sent by facsimile to (within Australia) 1800 783 447 or (outside Australia) +61 3 9473 2555; and

• (b) must be duly completed.

If the Proxy Form is signed by the Shareholders’ attorney, the power of attorney under which the Proxy Form is signed (or a certified copy) must be received by the Company by no later than no later than 12.00pm (Melbourne time) on Saturday, 28 July 2018.

Body corporate representative

Shareholders who are bodies corporate and who are entitled to attend and vote at the Meeting, or a validly appointed proxy who is a body corporate and who is appointed by a Shareholder entitled to attend and vote at the Meeting, may appoint a person to act as its representative at the Meeting by providing that person with:

• (a) a letter or certificate, executed in accordance with the body corporate’s constitution, authorising the person as the representative; or

• (b) a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.

Conditionality

The Resolutions are not conditional on each other. Even if all the Resolutions are passed, the Proposed Transaction is dependent on completion occurring under the relevant transaction documents.

Further information

For detailed information in relation to each Resolution set out in the Notice, please see the Explanatory Memorandum accompanying this Notice.

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EXPLANATORY MEMORANDUM

1 Background

The information set out in this Explanatory Memorandum is provided to the Shareholders of the Company in connection with the business to be considered at a General Meeting of the Shareholders to be held at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne 3000 on Monday, 30 July 2018 commencing at 12.00pm (Melbourne time).

Shareholders should read this Explanatory Memorandum and the Notice of Meeting in full before deciding how to vote on the Resolutions set out in the Notice of Meeting.

Capitalised terms used in this Explanatory Memorandum and the Notice of Meeting are defined in Section 5.

1.1 Proposed acquisition and consideration

As announced on Thursday 21 June 2018, the Company proposes to acquire all of the shares in St David Dairy Pty Ltd ( St David’s ). The consideration for the Proposed Transaction will be $15.25 million, which will be paid to the Vendor as a combination of cash and Shares in the Company ( Consideration Shares ). The Consideration Shares issued to the vendor of St David’s will have the same issue price as the shares under the Capital Raising ($0.70 per share) and 4,285,714 Consideration Shares will be issued to satisfy $3 million of the consideration. The Consideration Shares will be subject to a twelve month voluntary escrow period for 50% of the Consideration Shares and a 24 month voluntary escrow period for the remaining 50% of the Consideration Shares.

2 Resolution 1 – Ratification of Placement

2.1 Resolution

Resolution 1 seeks Shareholder approval to ratify the issue of 14,285,714 fully paid ordinary shares to investors, as part of the Company’s placement as announced on 21 June 2018.

2.2 Applicable Listing Rules

• (a) Listing Rule 7.4

• Listing Rule 7.4 provides that a company may reinstate its capacity to issue up to 15% of the ordinary securities on issue in a 12 month period if shareholders ratify the previous issue of securities and the issue did not breach Listing Rule 7.1.

• (b) Listing Rule 7.5

• Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.4:

• (i) the total number of fully paid shares in the Company that were issued is 14,285,714;

• (ii) the Shares were issued at a price of $0.70 (70 cents) per share;

• (iii) the Shares allotted and issued rank equally with the existing Shares on issue;

• (iv) the Shares were allotted and issued to professional and institutional investors identified by the Lead Manager;

• (v) the funds raised from the issue will be used partially for payment of the consideration price to acquire all of the shares in St David’s and for working capital.

2.3 Further Information

A voting exclusion statement for Resolution 1 is provided in the notice of meeting.

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2.4 Directors Recommendation

The Board recommends that shareholders vote in favour of the ratification of the prior issue of 14,285,714 fully paid ordinary shares. The Chairman of the meeting intends to vote undirected proxies in favour of the prior share issue.

3 Resolution 2 - Approval of Proposed Placement

3.1 Resolution

Resolution 2 seeks Shareholder approval for the Company to undertake a capital raising by way of an offer to select professional and institutional investors of up to 7,142,856 Shares at an issue price of $0.70 (70 cents) each to raise up to $5 million (“ Placement ”).

3.2

Applicable Listing Rules

• (a) Listing Rule 7.1

• Listing Rule 7.1 requires a publicly listed entity to obtain shareholder approval prior to issuing securities that represent more than 15% of its securities in a 12 month period. The maximum number of Shares to be issued under the Placement would represent approximately 6.42% of the Company’s securities on issue at the date of this notice.

• (b) Listing Rule 7.3

• Listing Rule 7.3 requires a publicly listed entity issuing securities pursuant to Listing Rule 7.1 to include certain information in that entity’s notice of meeting in connection with the meeting at which shareholder approval under Listing Rule 7.3 is sought. That information is set out in section 3.3.

3.3 Further Information

The maximum number of Shares to be issued by the Company pursuant to the Placement is 7,142,856. The issue price of each Share to be issued pursuant to the Placement is $0.70 (70 cents).

The Company will issue and allot the Shares subject of the Placement on settlement of the Placement which is currently set to take place on or about 1 August 2018 (subject to change by the Company). In any event, the Company will issue and allot the Shares subject of the Placement no later than three months after the date of the General Meeting to be held in connection with this notice.

The Shares to be issued pursuant to the Placement will be fully paid ordinary shares. Once issued, the Shares will rank equally with all Shares on issue.

Certain institutional and sophisticated investors nominated by the Company in consultation with the Lead Manager will be issued Shares under the Placement.

The funds raised pursuant to the Capital Raising (including the Placement) are intended to be used by the Company as follows:

• (a) Payment of the consideration price for the acquisition of all the shares in St David Dairy Pty Ltd; and

• (b) Payment for costs of the Proposed Transaction; and

• (c) Working capital requirements.

A voting exclusion statement for Resolution 2 is provided in the notice of meeting.

3.4

Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 2.

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4 Resolution 3 - Approval of issue of shares to Vendor

4.1 Resolution

Resolution 3 seeks Shareholder approval for the Company to issue the Consideration Shares to the Vendor, being 4,285,714 shares for an issue price of $0.70 (70 cents) per share in satisfaction of $3 million of the purchase price for the acquisition of the shares in St David Dairy Pty Ltd.

4.2

Applicable Listing Rules

• (a) Listing Rule 7.1

Listing Rule 7.1 requires a publicly listed entity to obtain shareholder approval prior to issuing securities that represent more than 15% of its securities in a 12 month period. The maximum number of Consideration Shares to be issued to Vendors would represent approximately 3.85% of the Company’s securities on issue at the date of this notice.

• (b) Listing Rule 7.3

Listing Rule 7.3 requires a publicly listed entity issuing securities pursuant to Listing Rule 7.1 to include certain information in that entity’s notice of meeting in connection with the meeting at which shareholder approval under Listing Rule 7.3 is sought. That information is set out in section 3.3.

4.3 Further Information

The number of Consideration Shares to be issued by the Company to the Vendor is 4,285,714 Shares. The issue price of each Consideration Share to be issued to the Vendor is the same as the issue price of shares under the Placement, namely $0.70 (70 cents). While the Consideration Shares to be issued to the Vendor could be issued under Listing Rule 7.1 without the need to obtain shareholder approval, the Company is seeking approval to enable it to maintain its capacity to issue up to 15% of the ordinary securities on issue during the following 12 months.

The Company will issue and allot the Consideration Shares to the Vendor on completion of the Proposed Transaction, which is currently set to take place on or about 1 August 2018 (subject to change by the Company). In any event, the Company will issue and allot the Consideration Shares no later than three months after the date of the General Meeting to be held in connection with this notice.

The Consideration Shares to be issued pursuant to the Placement will be fully paid ordinary shares. Once issued, the Consideration Shares will rank equally with all Shares on issue. However, the Vendor has agreed to enter into a voluntary escrow agreement with the Company which will prevent the Vendor disposing of or dealing with the Consideration Shares on the following terms:

• 50% of the Consideration Shares for 12 months following completion of the Proposed Transaction, subject to certain limited exceptions (such as a change of control of Longtable Group); and

• 50% of the Consideration Shares for 24 months following completion of the Proposed Transaction, subject to certain limited exceptions (such as a change of control of Longtable Group)

A voting exclusion statement for Resolution 3 is provided in the notice of meeting.

4.4 Directors Recommendation

The Board unanimously recommends that the Shareholders vote in favour of Resolution 3.

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5 Glossary

ASIC means Australian Securities and Investments Commission.

Associate has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act.

ASX means ASX Limited ABN 98 008 624 691.

Board means the board of the Directors of the Company from time to time.

Company or Longtable Group means Longtable Group Limited ACN 092 817 171.

Consideration Shares means 4,285,714 of Shares (at an issue price of $0.70 per share) that will be issued to the Vendor as part of the consideration for the Proposed Transaction.

Corporations Act means the Corporations Act 2001 (Cth).

Director means each of the directors of the Company, as appointed from time to time.

Explanatory Memorandum means this document.

Lead Manager means Bell Potter Securities Limited.

Listing Rules means the official rules of the ASX.

Meeting means the general meeting of members to be held in accordance with the Notice.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

ordinary resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Placement means an offer to select sophisticated and institutional investors of up to 7,142,856 Shares for an issue price of $0.70 (70 cents) per share, to raise up to $5 million.

Proposed Transaction means the Company’s proposed acquisition of a 100% interest in St David Dairy Pty Ltd.

Resolutions means each of the resolutions set out in the Notice.

securities has the meaning given to that term in Chapter 19 of the Listing Rules.

Share means a fully paid ordinary share in the Company.

Shareholder means a registered holder of a Share.

Vendor means the current shareholder of St David Dairy.

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Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

LON

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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• For your vote to be effective it must be received by 12.00pm (Melbourne time) on Saturday, 28 July 2018

How to Vote on the Item of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Longtable Group Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Longtable Group Limited to be held at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, 3000 on Monday, 10 July 2018 at 12.00pm (Melbourne Time) and at any adjournment or postponement of that meeting.

Item of Business 

PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1 Ratification of Placement Resolution 2 Approval of Placement Resolution 3 Approval of issue of shares to Vendors

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The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

SIGN	Signature of Securityholder(s) This section must be completed.	Signature of Securityholder(s) This section must be completed.
Individual	or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary		Director	Director/Company Secretary
		Contact
Contact Name		Daytime Telephone	Date	/ /

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