WAM Active Limited (ASX:WAA), a fund managed by MAM Pty Limited made an offer to acquire the remaining 80.3% stake of Keybridge Capital Limited (ASX:KBC) from Bentley Capital Limited (ASX:BEL), Australian Style Group Pty Ltd., Wilson Asset Management (International) Pty Limited, Catalano Super Investments Pty Ltd and others for AUD 9.9 million on April 28, 2020. WAM Active Limited will acquire each share(including the shares to be issued if KBC converts 3.8 million convertible redeemable promissory notes into KBC shares before the end of the offer period) for AUD 0.069 in cash. WAM shall fund the consideration using available cash reserves. KBC shareholders who accept the unconditional all cash offer will be paid within seven days of accepting. The consideration will be paid no later than 1 month after the shareholders accept this offer or 21 days after the end of the offer period. WAM intends to remove Keybridge Capital from the Official List of the ASX. WAM intends to terminate employment of all Keybridge Capital employees and replace all directors of Keybridge Capital with nominees of Wilson Asset Management Group. If WAM obtains at least 90% stake in Keybridge Capital during the offer, WAM intends to proceed to compulsory acquire the remaining shares of Keybridge Capital.

The offer is unconditional. As of April 28, 2020, Keybridge Capital Limited recommends the shareholders to take no action The offer also ensures that KBC shareholders who had previously accepted the WAM Active takeover offer are not disadvantaged. No Director of Keybridge is party to any agreement or arrangement with any other person in connection with or conditional on the outcome of the WAM Active Offer.As of June 29, 2020, Australian Securities & Investments Commission (ASIC) granted WAM Active Limited conditional relief from the requirement under section 631(1)(b) of the Corporations Act for a bidder to make offers within 2 months of announcing a takeover proposal. The relief would have allowed WAM Active Limited until July 7, 2020 to make offers. As of July 3, 2020, ASIC granted WAM Active Limited the in principle relief it required for it to proceed with its takeover offer for Keybridge Capital. Each of the Directors presently intend to REJECT the WAM Active Offer in respect of all Keybridge Shares which they hold or control. On July 27, 2020, keybridge stated that on April 9, 2020 the Panel made orders to Keybridge shareholders who accepted into a takeover bid made by WAM Active Limited , a right to withdraw their acceptance and requiring the return of their processed shares. There are court proceedings on foot in relation to the processed shares, with Keybridge seeking their vesting in ASIC for sale and WAM Active seeking their validation. Keybridge seeks final orders setting aside ASIC's decision to provide the acceptance facility relief, setting aside ASIC's decision to extend the timeframe for dispatch of WAM Active's replacement bidder's statement and remitting that matter for reconsideration by ASIC and requiring corrective disclosure in relation to the replacement bidder's statement. The Australian Government Takeovers Panel on July 31, 2020 made interim orders that WAM Active must not take any steps to process acceptances received under its bid until the Panel decides on issues raised by Keybridge concerning the WAM Active Offer. WAM Active is presently prohibited from processing acceptances by interim orders of the Takeovers Panel. On August 5, 2020, Keybridge directors recommend to wait and see how circumstances develop over the Offer Period before determining their course of action. As of August 10, 2020 Australian Government Takeovers Panel affirmed ASIC's decision allowing WAM Active to modify offer under its takeover bid thereby extending time to dispatch WAM Active's Bidder's Statement. The offer is expected to close on July 31, 2020. As of July 21, 2020, the offer is dated July 21, 2020 and will expire on September 1, 2020. As of August 5, 2020, the Offer Period might not close until September 1, 2020 and may be extended. As of September 1, 2020, the offer has been extended till September 15, 2020. Mont Lawyers Pty Limited acted as legal advisor and Boardroom Pty Limited acted as Registrar for the offer to WAM Active.