1835i Ventures entered into a bid implementation deed to acquire remaining 81% stake in Cashrewards Limited (ASX:CRW) from a group of shareholders for AUD 72.5 million on October 22, 2021. 1835i will acquire shares at a price of AUD 1.135 per share in cash. The offer price is final and cannot be increased. 1835i currently holds 14,975,285 shares in Cashrewards representing 19% stake and Andrew Clarke, Cashrewards Founder and Non-Executive Director holds 18,166,983 Cashrewards shares representing 23.05% stake. Cashrewards may be required to pay 1835i a reimbursement fee of AUD 0.895 million if the Offer does not successfully close in certain circumstances. Cashrewards has also entered into a loan agreement with 1835i under which 1835i has agreed to make funding of up to AUD 15 million available to Cashrewards for a term of 6 months. 1835i has a relevant interest in more than 50% of the Cashrewards Shares and the Offer becomes or is declared unconditional, if requested by 1835i and subject to receipt by Cashrewards of signed consents to act, Cashrewards must use its best endeavours to procure the resignation and appointment of directors of Cashrewards (and its Subsidiaries) such that a majority of the directors of Cashrewards are directors nominated by 1835i in writing. Offeror to replace Cashrewards non-executive directors with its nominees and Offeror will retain the existing Managing Director of Cashrewards. Cashrewards will continue offering its leading cashback services and offeror has no present intention to terminate existing employees of Cashrewards if the Offer is successful. If the Offeror acquires a relevant interest of 90% or more of Cashrewards shares, it becomes entitled to compulsory acquire remaining Cashrewards shares, which will be on the same terms as the original bid. Offeror will apply for Cashrewards to be removed from the official list of ASX.

The Offer is subject to a number of conditions including minimum acceptance of at least 90% of the Cashrewards shares, no material adverse change, no prescribed occurrences, compliance with certain conduct of business restrictions, and maintenance of an average minimum net cash position; and 1835i not being entitled to terminate the Implementation Deed or Loan Agreement. The Implementation Deed also includes certain other conditions including customary ‘no shop', ‘no talk' and ‘no due diligence' restrictions, as well as notification and matching rights in the event of the emergence of a competing proposal. Cashrewards established an Independent Board Committee (IBC) comprising of the Independent Chairman, Brett Johnson, Independent Non-Executive Director Joshua Lowcock, Non-Executive Director Rajeev Gupta and Chief Executive Officer, Bernard Wilson. The Cashrewards Independent Board Committee (IBC) unanimously recommends that shareholders accept the Offer in the absence of a superior proposal. Andrew Clarke, Alium Capita and M&S Skyleisure representing a combined 39.4% interest in Cashrewards shares on issue have each confirmed a non-binding intention to accept the Offer in the absence of a superior proposal. 1835i now controls over 76% of Cashrewards shares. The Independent Expert considers the Offer FAIR AND REASONABLE. As on December 24, 2021,1835i has declared the Offer unconditional, which means that control of Cashrewards Ltd has passed to 1835i. 1835i has received acceptances which takes its shareholding to approximately 79% of issued shares. As of January 6, 2022, 1835i intend to compulsorily acquire the remaining Cashrewards shares. As of January 10, 2022, 1835i Ventures issued notice to shareholders of Cashrewards Ltd for compulsory acquisition at AUD 1.135 per share.

The initial Offer Period shall last for at least one month and shall be subject to 1835i's right to extend the period in accordance with the Corporations Act. The offer is expected to close on December 10, 2021. As on December 2. 2021, The offer is expected to close on December 20, 2021. As on December 13, 2021, The offer will remain open till January 9, 2021. Grant Thornton Corporate Finance, LLC acted as fairness opinion provider, Moelis Australia Advisory Pty Ltd acted as financial advisor and Gilbert and Tobin acted as legal advisor to Cashrewards Limited. Computershare Investor Services Pty Limited acted as registrar and Rodd Levy and Lachlan Sievert of Herbert Smith Freehills acted as legal advisor to 1835i Ventures.