Samuel Terry Absolute Return Active Fund, managed by Samuel Terry Asset Management Pty Ltd made an offer to acquire remaining 95.1% stake in FAR Limited (ASX:FAR) from Farjoy Pty Ltd, Meridian Capital International Fund and others for AUD 42.7 million on January 31, 2022. Offeror will pay AUD 0.45 per share in cash under the Offer. To fund the acquisition, Offeror has cash deposits at bank of approximately AUD 37.8 million and gold bullion backed liquid securities that may be readily sold on-market as required with a value of approximately AUD 39.5 million. If at the end of the Offer Period, Offeror acquires a Relevant Interest in at least 90% of the FAR Shares on issue, it will proceed with compulsory acquisition of the outstanding Shares and would procure the removal of FAR from the official list of ASX. Offeror will seek to obtain representation on the FAR Board which is at least consistent with its proportionate shareholding. The Offer is subject to a minimum acceptance condition of Offeror having a relevant interest in at least 50.1% of all FAR shares (on a fully diluted basis). The Offer is also conditional upon no material adverse change in relation to FAR, the S&P/ASX200 index or the Brent Crude Futures Price; no material acquisitions, disposals or new commitments in relation to FAR and its subsidiaries; FAR declares no distributions; no regulatory action and customary no prescribed occurrences in relation to FAR. Samuel Terry Asset Management Pty Ltd board recommends to accept the Offer. As of February 4, 2022, FAR Limited has received a letter from Meridian Capital International Fund which is a 19.28% shareholder in FAR rejecting the takeover bid offer made by Samuel Terry Asset Management. Meridian Capital International Fund rejects the Offer at the Offer Price as being opportunistic and wholly inadequate. As on February 23, 2022, The FAR Directors unanimously recommend that shareholders reject the inadequate and opportunistic offer that materially undervalues the shares.

The Offer is expected to open on February 14, 2022 and close on March 14, 2022, unless extended. Allens acted as legal advisor and Boardroom Pty Limited acted as registrar to Samuel Terry Asset Management Pty Ltd. Baker & McKenzie LLP acted as legal advisor to FAR Limited. RFC Ambrian Limited acting as a financial advisor to FAR Limited for the transaction. Computershare Investor Services Pty Limited acted as transfer agent for FAR Limited. PKF Melbourne Corporate Pty Ltd acted as Fairness Opinion Provider for FAR Limited.