Ann: AGI enters into Binding Scheme Implementation Deed, page-2

Market loved this one. Was eying an entry "Spec" into this. Little late now...

AGI ENTERS INTO BINDING SCHEME IMPLEMENTATION DEED WITH NOVOMATIC
Summary
 Ainsworth has entered into a Scheme Implementation Deed with its majority shareholder, Novomatic, under which
Novomatic will acquire the 47.1% of the share capital of Ainsworth it does not currently own, by way of scheme of
arrangement
 Under the Scheme, Ainsworth shareholders are to receive cash consideration of $1.00 per Ainsworth share upon the
Scheme being implemented.
 The cash consideration represents a premium of approximately 35% to Ainsworth’s last closing price and 28% to
Ainsworth’s 6-month VWAP to 24 April 2025, the trading day prior to the date of this announcement
 Cash consideration implies an equity value of A$336.8 million and enterprise value of A$336.5 million for Ainsworth,
representing ~7.0x EV / FY24A EBITDA
 Additional value may be realised by certain shareholders through the payment of one or more fully franked
dividends, which may be declared and paid at the discretion of AGI’s board in accordance with the SID prior to
implementation of the Scheme (any dividend, if declared, would reduce the cash consideration amount per share by
an amount equivalent to the dividend)
 The Ainsworth IBC unanimously recommends Ainsworth shareholders vote in favour of the Scheme, in the absence
of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the
Scheme is in the best interests of Ainsworth shareholders
 The Scheme is subject to limited customary conditions, including approval by Ainsworth shareholders at the Scheme
meeting, with a Scheme booklet and an independent expert’s report to be provided to Ainsworth shareholders
 The offer by Novomatic to pay $1.00 per Ainsworth share is best and final and will not be increased, although
Ainsworth is permitted to pay a dividend which will be deducted from the cash consideratio