HUB24 Limited (ASX:HUB) entered into a Scheme Implementation Deed to acquire Class Limited (ASX:CL1) from Spheria Asset Management Pty Ltd and others for approximately AUD 390 million on October 18, 2021. Acquisition will be done by way of a scheme of arrangement. Class shareholders will receive 1 ordinary HUB24 share for every 11 ordinary Class shares held, plus AUD 0.1 per ordinary Class share. With the exception of an interim dividend of up to AUD 0.025 per Class share, the Scheme Consideration will be reduced by the amount of any dividends declared, determined or paid by Class. It is intended that Class will operate as a business unit within the HUB24 group under the Class brands and leadership team. The Scheme Implementation Deed includes customary exclusivity arrangements in favour of HUB24 (including "no shop", "no talk" and "no due diligence" restrictions). Class must pay to HUB24 the Break Fee of AUD 3.5 million in case of termination. In accordance with the Scheme, Class must cause the appointment of the persons nominated by HUB24 as new directors of Class and other members of the Class Group and procure that all directors on the Class Board or the board of another member of the Class Group (other than the directors of Class nominated by HUB24) resign from the Class Board or such other board of the Class Group (as applicable). Class employees will join HUB24.

The Scheme is subject to Class shareholder approval, approval of the Supreme Court of New South Wales and no material adverse change occurring in relation to HUB24 and Class, receipt of required regulatory approvals from ASIC and ASX and Other Government Agencies, as well as a number of other customary conditions usual for a transaction of this nature. The Class Board of Directors has unanimously recommended that Class shareholders vote in favour of the Scheme, subject to an independent expert concluding that the Scheme is in the best interests of Class shareholders and in the absence of any superior proposal. Each Class Director intends to vote all the Class shares that they hold or control at the time of the meeting in favour of the Scheme. Spheria Asset Management Pty Ltd (which has a relevant interest in approximately 19.99% of the ordinary Class shares outstanding) has confirmed that it intends to vote, or recommend the voting, in favour of the Scheme. First Court hearing for Scheme expected to held in Early-mid December 2021, Second Court hearing for Scheme expected to held on February 4, 2022 and Class Shareholder Scheme Meeting is expected to held on January 31, 2022. Scheme record date is to be in Early-mid February 2022. HUB24 and Class have agreed to amend the SID to simplify the Scheme terms such that: the cash consideration payable by HUB24 is increased from AUD 0.10 to AUD 0.125 per Class share; Class shareholders who receive HUB24 shares (1 HUB24 share for 11 Class shares) as a result of the Scheme being successfully implemented on February 16, 2022, will now be eligible for any HUB24 FY22 interim dividend determined and associated franking credits 1 and Class will not declare any dividend, including any ordinary interim dividend of up to 2.5 cents per share in respect of FY22. The independent expert has concluded that the Scheme is fair and reasonable and in the best interests of Class Shareholders, in the absence of a Superior Proposal. As of January 31, 2022, Class shareholders approved the scheme of arrangement. The Scheme remains subject to Court approval in order to be implemented and certain other conditions. Class has applied to the Court for orders approving the Scheme at a hearing scheduled on February 4, 2022. As on February 4, 2022, the Supreme Court of New South Wales made orders approving the scheme of arrangement. Class will apply for its shares to be suspended from trading on the Australian Securities Exchange with effect from the close of trade on February 7, 2022. It is anticipated that the Transaction will close in the first quarter of calendar year 2022. Scheme is expected to become effective on February 9, 2022 and implement in Mid-late February 2022. Scheme is expected to become effective on February 7, 2022 and implement on February 16, 2022. The acquisition of Class is expected to be 8% Earnings Per Share (EPS) accretive (excluding revenue synergies and one-off implementation costs) to HUB24 shareholders by FY23 and deliver cost synergies of approximately AUD 2 million p.a.

Citigroup Global Markets Australia Pty Limited acted as financial advisor and Bart Oude-Vrielink and Keith Tan of MinterEllison acted as legal advisors to HUB24. UBS AG, Australia Branch acted as financial advisor and Tom Story of Allens acted as legal advisor to Class Limited. Link Market Services Limited acted as registrar to HUB24 and Class Limited. Leadenhall VRG Pty Ltd acted as Independent Expert to Class Limited.

HUB24 Limited (ASX:HUB) completed the acquisition of Class Limited (ASX:CL1) from Spheria Asset Management Pty Ltd and others on February 16, 2022. Class shareholders will be provided the Scheme consideration on implementation of the Scheme on February 16, 2022. Chief Executing Officer & Managing Director Andrew Russell is stepping down from his role effective February 16, 2022. The securities of Class Limited will be suspended from quotation at the close of trading on February 7, 2022.