Kyckr : KYK agrees scheme implementation deed with Realwise

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6 July 2022

• Kyckr and RealWise have entered into a Scheme Implementation Deed under which it is proposed RealWise will acquire 100% of Kyckr for 8.0 cents per share by way of a scheme of arrangement (Scheme)
• The cash consideration of 8.0 cents per Kyckr share (Scheme Consideration) represents a 63.3% premium to the Kyckr closing price of 4.9 cents on 5 July 2022
• RealWise is wholly owned by Mr. Richard White, a successful technology entrepreneur with a demonstrated track record of value creation as CEO and Founder of WiseTech Global Limited (ASX: WTC)
• Kyckr's Board unanimously recommends that Kyckr shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to an Independent Expert concluding, and continuing to conclude that the Scheme is in the best interests of Kyckr's shareholders

Offer Overview

Kyckr (ASX: KYK) (Kyckr or the Company) is pleased to announce that following an unsolicited approach, it has entered into a Scheme Implementation Deed (SID) with RealWise KYK AV Pty Ltd (RealWise), an entity 100% owned by Mr. Richard White. Under the SID it is proposed that RealWise will acquire 100% of Kyckr's shares by way of a Court-approved scheme of arrangement for a cash price of 8.0 cents per Kyckr share. The Scheme values Kyckr's equity at $43.5m1.

Mr. White currently has a relevant interest in 122,346,906 shares in Kyckr, representing approximately 22.76% of Kyckr's current issued share capital.

Kyckr's entry into the SID with RealWise follows receipt by the Kyckr Board on 10 June 2022 of an unsolicited, indicative, non-binding and confidential proposal from RealWise to acquire all the shares on issue in Kyckr by scheme of arrangement.

Kyckr Board Recommendation

The Kyckr Board unanimously recommends that Kyckr shareholders vote in favour of the Scheme, and each Director intends to vote all of the Kyckr shares controlled or held by, or on behalf of, them in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Kyckr shareholders.

1 Assuming 537,599,849 current shares on issue and 6,140,350 performance rights

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The Kyckr Board believes the Scheme provides:

• Significant premium for control

1. a premium of 63.3% to the closing price of Kyckr shares on 5 July 2022 of 4.9 cents, being the last price prior to the announcement of this Scheme;

1. a premium of 53.3% to the 1-month volume weighted average price of 5.2 cents; and

• 1. a premium of 77.8% to the undisturbed share price of 4.5 cents, being the closing share price on 4 April 2022 (the day prior to Mr White's notice of change of substantial interest)
• Certainty of value: The Scheme provides certainty of value to Kyckr shareholders and the opportunity to sell 100% of their shareholdings for cash.
• Limited conditionality: The Scheme is subject to limited customary conditions including Court approval, Kyckr shareholder approval, prescribed occurrences and no material adverse change. It is not subject to financing.

Mr. Rajarshi Ray, Chairman Kyckr commented "Transformation from a document reseller to an enhanced data and technology business over the last 12 months is testament to both the team and Kyckr's underlying technology capability. The Scheme with RealWise allows shareholders to financially benefit from this, while also providing Kyckr future funding certainty to enable Kyckr to continue to pursue growth".

Mr. Richard White, Director of RealWise said "By privatising and providing ongoing long term funding certainty, RealWise will enable Kyckr's management to focus on growing the business, helping it gain critical mass. I can see in Kyckr a strong team and product, with long term potential to mature without the distractions of public market complexities and volatilities."

Scheme Implementation Deed:

• The SID contains customary exclusivity provisions including "no shop" and "no talk" restrictions, a notification obligation and a matching right in favour of RealWise, subject to Kyckr Directors' fiduciary obligations where appropriate
• The SID also provides for a break fee of $400,000 payable by Kyckr to RealWise under certain circumstances and for a reverse break fee of the same amount payable by RealWise to Kyckr also under certain circumstances
• The Scheme is expected to be implemented in or around October 2022, subject to Kyckr shareholder approval, Court approval, and other relevant conditions being satisfied

Full details of the Scheme are set out in the Scheme Implementation Deed, a copy of which accompanies this announcement.

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Indicative Timetable and Next Steps

Kyckr shareholders do not need to take any action at this stage.

Subject to Court Approval, a Scheme Booklet is expected to be provided to Kyckr shareholders in August 2022.

The Scheme Booklet will contain information relating to the Scheme, the reasons for the Kyckr Board's unanimous recommendation, details of the Scheme meeting as well as an Independent Expert's Report providing an assessment as to whether the Scheme is in the best interests of Kyckr shareholders. Kyckr shareholders will then have the opportunity to vote on the Scheme at a Court-convened Scheme meeting, which is currently expected to be held in or around October 2022.

As mentioned above, the Scheme is subject to a number of conditions. Accordingly, the certainty of and timing for the completion of the Scheme cannot be confirmed at this time and any guidance on the timetable should be treated as indicative at this stage.

Kyckr will keep shareholders and the market informed in accordance with its continuous disclosure obligations.

Advisers

Kyckr is being advised on the proposed Scheme by Latimer Partners as corporate adviser and Addisons as legal adviser.

RealWise is being advised by Macquarie Capital as corporate adviser and Gilbert + Tobin as legal adviser.

This ASX announcement was authorised for release by the Kyckr Limited Board of

Directors.

For further information, please contact:
Kyckr Limited	RealWise KYK AV Pty Ltd
Rajarshi Ray, Chairman	Helen Karlis, Domestique
Email: [e-mail]	0419 593 348
Ian Henderson, CEO
Email: [e-mail]
Phone: [phone]

About Kyckr

Kyckr enables organisations to verify, onboard and monitor their customers with instant access to primary source company data. This helps businesses to avoid the regulatory and commercial costs associated with using poor quality data and to succeed in the fight against financial crime.

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Scheme implementation deed

RealWise KYK AV Pty Ltd

Kyckr Limited

For personal use only

Gilbert + Tobin

Contents		Page
1	Defined terms and interpretation	1
	1.1	Definitions in the Dictionary	1
	1.2	Interpretation	1
2	Agreement to propose Scheme	1
	2.1	Proposal of Scheme	1
	2.2	Timetable	2
3	Conditions precedent and pre-implementation steps	2
	3.1	Conditions to Scheme	2
	3.2	Benefit and waiver of conditions precedent	3
	3.3	Reasonable endeavours	3
	3.4	Notifications	3
	3.5	Certificate	4
	3.6	Scheme voted down because of Headcount Test	4
	3.7	Conditions not capable of being satisfied	4
	3.8	Interpretation	5
4	Scheme and Scheme Consideration	5
	4.1	Scheme	5
	4.2	Scheme Consideration	5
	4.3	No amendment to Scheme without consent	6
	4.4	Kyckr Performance Rights	6
	4.5	Kyckr Options	6
5	Implementation of the Scheme	6
	5.1	Kyckr's obligations	6
	5.2	RealWise's obligations	9
	5.3	Conduct of Court proceedings	9
	5.4	Appeal process	10
	5.5	New information	10
	5.6	Verification	10

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