Magnolia Equities III Pty Limited made an unsolicited offer to acquire remaining 83.2% stake in The Agency Group Australia Limited (ASX:AU1) for AUD 10 million on December 4, 2020. Under the terms of the transaction, the offer price is AUD 0.04 per share. Pre-acquisition, Magnolia Equities III Pty Limited holds 16.71% stake and post-acquisition will hold 100% stake. The transaction is subject to various conditions including, during or at the end of the bid period, Magnolia and its associates have relevant interests of 90% of the ordinary fully paid shares in AU1 subject to the bid, during the period starting on the date of the announcement to which this is attached and ending at the end of the Offer Period, none of the proposed resolutions in the annual general meeting materials relating to Peters Proposal is moved and passed by the AU1 shareholders in general meeting, before December 16, 2020, there is no superior alternative proposal, and during the period starting on the announcement date and ending at the end of the offer period - the All Ordinaries Index is 10% or more below its level as at the close of trading immediately preceding the announcement date or the S&P/ASX 200 Index is 10% or more below its level as at the close of trading immediately preceding the announcement date. As on December 8, 2020, the Board of AU1 would like to reiterate that no formal bid has been received and there is no guarantee a bid will be made. On this basis, shareholders are advised to Take No Action in relation to the Proposal or any document received from Magnolia in relation to the Proposal until they receive the Directors’ formal recommendation. As on December 9, 2020, The Agency Group Australia Limited has submitted an application to takeover panel. A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel has made no comment on the merits of the application. As of December 17, 2020, Magnolia seeks an interim order that the annual general meeting relating to convertible notes to be issued to Peters Investments to be adjourned to a date not less than 14 days after the conclusion of the Panel proceedings. As of December 22, 2020, Australian Government Takeovers Panel ordered that The Agency Group Australia should permit vote on Peter's proposal resolutions to be proceeded on or after December 30, 2020. Nexia Perth Corporate Finance concluded that the offer was not fair but reasonable. The bid period opens in late January 2021 and ends in late February 2021 or early March 2021. Nexia Perth Corporate Finance Pty Ltd acted as independent expert for The Agency Group Australia Limited. Blackwattle Legal acted as legal advisor for Magnolia Equities III Pty Limited.