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Update regarding Acquisition of Wellness Brand, Me Today

20/12/19, 12:49 am, GENERAL

The directors of CSM Group Limited (NZX: CSM) wish to provide the following update to the market regarding the prospective acquisition of The Good Brand Company Limited, a sales and marketing business and Me Today Limited (which represents the wellness brand Me Todaytm), both of which operate in the health and wellness sector (the "Transaction"). Timetable for the Transaction CSM Group, The Good Brand Company Limited and Me Today Limited are currently preparing the Notice of Meeting for CSM Group shareholders, together with the Profile Document, which documents shall provide extensive disclosures about the Transaction, The Good Brand Company Limited, and Me Today Limited, as required by the NZX Guidance Note - Backdoor and Reverse Listing Transactions. In addition, CSM Group has appointed Simmons Corporate Finance Limited to prepare an independent adviser report for the purposes of the Takeovers Code and the NZX Main Board Listing Rules. It is anticipated that the Transaction documents will, once they have been approved by the regulators, be sent to CSM Group shareholders in mid-February 2020, to enable them to vote on the transaction at a shareholders' meeting in mid-March 2020. Subject to the appropriate approvals being obtained, the completion date for the Transaction is expected to be 1 April 2020. Restructure of Capital Raising Initiative CSM Group previously announced that, in conjunction with the acquisition, the Company was proposing to raise between $1 million and $1.5 million via a combination of a renounceable rights issue and a placement to wholesale investors. Unfortunately, due to the prevailing regulatory regime which applies to reverse takeover transactions, CSM Group has formed a view that the legislative framework precludes CSM Group from offering shareholders the opportunity to participate in a renounceable rights issue for a period of not less than three months after the date on which the Notice of Meeting and Profile document are released to the market. This being the case, CSM Group has resolved, in conjunction with the stakeholders in The Good Brand Company Limited and Me Today Limited to not proceed with the rights issue, and to restructure the capital raising initiative into a placement of not more than 300 million new CSM Group shares at an issue price of $0.005 per share, raising not more than $1.5 million in aggregate from wholesale investors. CSM Group is disappointed that existing retail shareholders in CSM Group will not have an immediate opportunity to invest into the Company via the rights issue given the current regulatory framework applicable to the Company. End CA:00346419 For:CSM Type:GENERAL Time:2019-12-20 13:49:21