Top Level Acquisition Update

14 November 2018
ASX MARKET RELEASE
TOP LEVEL ACQUISITION UPDATE The Board of The Agency Group Australia Limited (“AU1”) advises that it is progressing towards completion of its acquisition of Top Level Pty Ltd (“Top Level”). On 17 October 2018, it released its Notice of Meeting for the purpose of seeking approval to the acquisition.
The Directors are now in the process of finalising a prospectus for the offer of AU1 shares to the Top Level shareholders in accordance with the agreed terms for the acquisition of Top Level. AU1 is preparing an updated pro forma balance sheet based upon financial information as at 31 August 2018 to be included in the prospectus. The Board believes that this information should be provided to its shareholders to assist them in voting in respect of the resolutions in the Notice of Meeting which relate to the Top Level acquisition.
For this reason, the Board has resolved to provide this information to shareholders by way of an Addendum to the Notice of Meeting and seek to adjourn Resolutions 1 to 13 to 28 November 2018 (the same date as AU1’s annual general meeting). The consolidation of capital and completion of Top Level will be deferred for a corresponding period of time. Resolution 14 will be put to shareholders on Thursday,15 November 2018, as originally planned.
Set out below is an updated timetable for the acquisition.
Event Indicative Timing* Dispatch of Notice of Meeting 17 October 2018 General Meeting of Shareholders 28 November 2018 ASX notified whether Shareholders’ approval has been granted for the Resolutions Capital Raising completed 12 December 2018
Subject to Directors’ satisfaction that the 17 December 2018 conditions precedent in Amended and Restated Option Agreement are satisfied (or waived in accordance with its terms), Settlement, of the Acquisition including issue of the Shares contemplated by this Notice Commencement of trading of Shares on ASX 18 December 2018
AU1 anticipates releasing its Addendum to shareholders and ASX later this week.
If you require further information, please contact:
Investors
The Agency Australia Ltd Paul Niardone T: +61 08 9204 7955
Media
Chapter One Advisors David Tasker / Colin Jacoby T: +61 433 112 936 / +61 439 980 359