Ansarada Pty Limited entered into a heads of agreement to acquire thedocyard Limited (ASX:TDY) for enterprise value AUD 84 million in a reverse merger transaction on August 18, 2020. Ansarada Pty Limited and thedocyard Limited have signed a merger implementation deed and a share sale deed on September 30, 2020. It is anticipated that TDY will undertake a share consolidation on a 10 for 1 basis. Existing Ansarada convertible note holders may receive a cash amount on redemption of their convertible notes. thedocyard will issue 43.1 million Consideration Shares and 8.8 million LTI Options to acquire Ansarada. Post completion, Ansarada will be merged into TDY and a new entity will be created. TDY will also undertake a capital raising of AUD 45 million and the cash payment will be funded out of the proceeds of the capital raising to be undertaken by TDY. Post completion, existing TDY shareholders will hold approximately 18% stake, Ansarada stakeholders will hold approximately 47% stake and investors in the capital raising holding approximately 35% stake in combined entity. On completion, Management and Founders of TDY and Ansarada are expected to be significantly aligned with both new and existing shareholders, holding approximately 20% of the issued capital of new entity. Founders and Management of Ansarada will receive 100% scrip consideration in TDY, which will be subject to market standard escrow arrangements. Ansarada Pty Limited will be listed on Australian Securities Exchange under the ticker "AND" following the completion of the transaction and TDY will be renamed to Ansarada Group Limited.

Following the completion of the offer and the acquisition, is it proposed that Steven Coffey and Neale Java will resign from the Board and will be replaced by Peter James, Sam Riley, and David Pullini. It is proposed that the Board of TDY will comprise of Peter James, Current Chairman of Ansarada as Non-Executive Director and Independent Chairman; David Pullini, Current Non-Executive Director of Ansarada as Non-Executive Director and Independent Director; Sam Riley, Current Chief Executive of Ansarada as Executive Director; and Stuart Clout, Current Chief Executive of TDY as Executive Director. It is intended to appoint a third Non-Executive, Independent Director to the board to TDY. Post the transaction, Ansarada Group will have over 140 full-time employees with offices in Sydney, Chicago, London, Amsterdam, Johannesburg and Ho Chi Minh City, while most employees will be in the APAC region.

Transaction remains subject to entry into a Share Purchase Agreement, completion of satisfactory due diligence by both TDY and Ansarada, TDY shareholder approvals, issue and allotment of TDY shares under the capital raising, ASX approvals including confirmation of the application of Chapter 11 of the Listing Rules to the transaction and other conditions customary for a transaction of this nature and certain key managers and employees of TDY and Ansarada executing escrow agreements in respect of shares in TDY. The finalization of transaction documents is expected in three weeks and shareholders' approval is expected to be obtained in 11 weeks. The shareholder meeting will be conducted on November 24, 2020. As of November 24, 2020, TDY will be renamed as Ansarada Group Limited after receiving shareholders' approval. Completion is expected by early December 2020. As of September 30, 2020, this transaction is expected to close on December 4, 2020. Morgans Corporate Limited acted as financial advisor and Herbert Smith Freehills LLP acted as legal advisor to thedocyard. Moelis Australia Advisory Pty Ltd acted as financial advisor and Shannon Finch of Jones Day (Australia) acted as legal advisor to Ansarada Pty Limited.

Ansarada Pty Limited completed the acquisition of thedocyard Limited (ASX:TDY) in a reverse merger transaction on December 04, 2020. Completion of the acquisition follows the satisfaction or waiver of conditions precedent and other completion requirements, including the completion of the capital raising in which TYD raised AUD 45 million through the issue of 30.4 million shares, and completion of a 10 to 1 share consolidation. Ansarada Group Limited is expected to recommence trading on the ASX on December 9, 2020. Steven Coffey and Neale Java have resigned as Directors, and Peter James, David Pullini and Sam Riley have been appointed to the board. Stuart Clout will remain a Director.