ASX RELEASE - ASX:RFL

Sydney, Australia, 24 March, 2017: Rubik Financial Limited (Rubik) is pleased to announce that the Australian Securities and Investments Commission (ASIC) has registered the scheme booklet (Scheme Booklet) in relation to the proposed acquisition of all of the shares in Rubik by Temenos Group AG (via its indirectly wholly-owned subsidiary Temenos Solutions Australia Pty Ltd (ACN 617 568 957)), by way of a scheme of arrangement (the Scheme).

This follows the issuance of orders by the Federal Court of Australia (the Court) yesterday, approving the dispatch of the Scheme Booklet to Rubik shareholders and the convening of a meeting of Rubik shareholders to consider and vote on the Scheme (Scheme Meeting), which was announced by Rubik yesterday.

Grant Thornton Corporate Finance Pty Ltd (Independent Expert), the independent expert appointed by the Board of Directors of Rubik in relation to the Scheme, has concluded that the Scheme is in the best interests of Rubik shareholders.

A copy of the Scheme Booklet, including the Notice convening the Scheme Meeting and the Independent Expert's Report, is attached to this announcement.

Copies of the Scheme Booklet and accompanying documents will be sent to Rubik shareholders on Monday, 27 March 2017. Those Rubik shareholders who have previously elected to receive notifications from Rubik's share registry in electronic format will be sent the material electronically. Rubik will send the materials to all other shareholders by post.

The Board of Directors of Rubik continues to unanimously recommend that Rubik shareholders vote in favour of the Scheme at the upcoming Scheme Meeting, in the absence of a superior proposal, and subject to the Independent Expert continuing to consider that the Scheme is in the best interests of Rubik shareholders.

Rubik Financial Limited ABN 51 071 707 232

85 Castlereagh Street, Sydney, NSW, 2000

www.rubik.com.au

Rubik shareholders will vote on the Scheme at the Scheme Meeting, which will be held at

  1. am (Sydney time) Wednesday, 26 April 2017 at

    Rubik Financial, Level 10, 85 Castlereagh Street, Sydney NSW 2000.

    The key events and the expected timing in relation to the approval and implementation of the Scheme are set out in the table below:

    EVENT

    DATE

    Scheme Booklet dispatched to Rubik shareholders

    Monday, 27 March 2017

    Scheme Meeting

    Wednesday, 26 April 2017

    Second Court Hearing

    Friday, 5 May 2017

    Effective Date

    Monday, 8 May 2017

    Record Date (5.00pm Sydney time)

    Monday, 15 May 2017

    Implementation Date

    Monday, 22 May 2017

    -Ends-

    For more information please contact:

    Iain Dunstan CEO

    +61 2 9488 4067

    iain.dunstan@rubik.com.au

    Joanna McCarthy

    Head of Marketing & Communications

    +61 412 162 152

    Joanna.McCarthy@rubik.com.au

    About Rubik

    Rubik Financial Limited (ASX:RFL) is a leading ASX listed fintech company that delivers innovative banking, financial services and collections software solutions both in Australia, and internationally across Asia and the Middle East. More than 150 employees service 930 direct clients and 23,000 end users in 12 countries. Headquartered in Sydney, Rubik's clients are Australia's leading Financial Institutions, including the 4 major banks and a growing list of international financial and telco institutions. Rubik is ISO9001 and ISO27001 certified.

    For more information please visit www.rubik.com.au

    Rubik Financial Limited ACN 071 707 232

    THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ IT ENTIRELY BEFORE DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME OF ARRANGEMENT. IF YOU ARE IN ANY DOUBT ABOUT HOW TO DEAL WITH THIS DOCUMENT, YOU SHOULD CONTACT YOUR BROKER OR FINANCIAL, TAXATION, LEGAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

    Scheme Booklet

    This Scheme Booklet relates to a scheme of arrangement in relation to the proposed acquisition by Temenos Group AG of all Rubik Shares held by Scheme Shareholders for $0.1667 cash per Rubik Share.

    The Rubik Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal, and subject to the Independent Expert continuing to consider that the Scheme is in the best interests of Rubik Shareholders. A Notice of Scheme Meeting is included as Attachment A to this Scheme Booklet, and a proxy form for the Scheme Meeting accompanies this Scheme Booklet. The Scheme Meeting will be held at 10.00am (Sydney time) on Wednesday, 26 April 2017 at the offices of Rubik at Level 10, 85 Castlereagh Street, Sydney NSW 2000.

    If, after reading this Scheme Booklet, you have any questions about the Scheme or the number of Rubik Shares you hold or how to vote, please call the Shareholder Information Line on 1300 728 483 (within Australia) or +61 (0)3 9946 4453 (outside Australia) Monday to Friday between 8.30am and 5.00pm (Sydney time).

    If you have recently sold all of your Rubik Shares, please disregard this document.

    Legal Adviser Important notices Defined terms

    Capitalised terms used in this Scheme Booklet are defined in the Glossary in section 9 of this Scheme Booklet.

    This Scheme Booklet

    This Scheme Booklet includes the explanatory statement required to be sent to Rubik Shareholders in relation to the Scheme under Part 5.1 of the Corporations Act. A copy of the proposed Scheme is set out in Attachment C to this Scheme Booklet.

    You should read this Scheme Booklet carefully and in its entirety before making a decision as to how to vote on the resolution to be considered at the Scheme Meeting. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser.

    Responsibility for information
  2. Except as provided in paragraphs (b) to (d) below, the information in this Scheme Booklet has been provided by Rubik and is the responsibility of Rubik. Temenos and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of any such Rubik information.

  3. Temenos has provided and is responsible for the Temenos Information and has consented to the inclusion of the Temenos Information in this Scheme Booklet. Rubik and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of the Temenos Information.

  4. Ernst & Young has provided and is responsible for the information contained in section 7 of this Scheme Booklet. Neither Rubik nor Temenos assumes any responsibility for the accuracy or completeness of the information contained in section 7 of this Scheme Booklet. Ernst & Young does not assume any responsibility for the accuracy or completeness of the information contained in this Scheme Booklet other than that contained in section 7.

  5. The Independent Expert, Grant Thornton, has provided and is responsible for the information contained in Attachment E to this Scheme Booklet and has consented to the inclusion of the information in Attachment E in this Scheme Booklet. Rubik does not assume any responsibility for the accuracy or completeness of the information contained in Attachment E to this Scheme Booklet except in relation to information given by it to the Independent Expert. Temenos does not assume any responsibility for the accuracy or completeness of the information contained in Attachment E to this Scheme Booklet. The Independent Expert does not assume any responsibility for the accuracy or completeness of the information contained in this Scheme Booklet other than that contained in Attachment E.

  6. Computershare has had no involvement in the preparation of any part of this Scheme Booklet other than being named as Rubik's Share Registry. Computershare has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Scheme Booklet.

    Investment decisions

    The information in this Scheme Booklet does not constitute, and should not be taken as, financial product advice. This Scheme Booklet has been prepared without reference to the investment objectives, financial situation or particular needs of any Rubik Shareholder or any other person.

    Gilbert + Tobin page | 2

Rubik Financial Limited published this content on 24 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 March 2017 06:19:05 UTC.

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