Marley Spoon Group SE: Small Holdings Offer to Acquire up to 10,000 CDIs per Marley Spoon SE CDI Holder

SMALL HOLDINGS OFFER FROM MARLEY SPOON GROUP SE TO ACQUIRE UP TO 10,000 CDIs PER CDI HOLDER

Luxembourg, Frankfurt, 4 September 2023: Marley Spoon Group SE (listed on the Frankfurt Stock Exchange and trading under ticker MS1.DE) (“MSG”), is today making an unconditional, off-market, direct cash offer to Marley Spoon SE (“Marley Spoon”) CDI holders to acquire up to 10,000 CDIs from each Marley Spoon CDI holder at a price of A$0.11 per CDI (“Small Holdings Offer”). As announced on 12 July 2023, MSG holds 84% of the issued share capital of Marley Spoon following completion of its business combination with Marley Spoon. Please refer to MSG's announcement of 26 April 2023 for further information on the business combination.

The Small Holdings Offer will be made by MSG to Marley Spoon CDI holders pursuant to Division 5A of the Australian Corporations Act 2001 (Cth), and a copy of the offer document which will be issued to CDI holders by MSG, is attached as an annexure to this announcement (“Offer Document”).

Under the terms of the Small Holdings Offer, MSG is offering all Marley Spoon CDI holders as at 7:00pm (Sydney, Australia time) on Friday, 1 September 2023 ("Record Date") the opportunity to receive cash in the amount of A$0.11 per CDI for up to 10,000 CDIs held by each of them (being a total maximum consideration of A$1,100 per CDI holder, subject to rounding). The Small Holdings Offer is personal to each Marley Spoon CDI holder and cannot be transferred to, or accepted by, any persons other than the original recipient.

MSG notes that the Small Holdings Offer is not the Subsequent Direct Tender Offer referred to in Marley Spoon’s announcements of 26 April 2023 and 12 July 2023. The Offer Document provides further details in relation to the Subsequent Direct Tender Offer which MSG intends to make in late September or early October 2023.

The Offer Document outlines various considerations for CDI holders to have in mind in making an assessment as to whether they accept the Small Holdings Offer, and includes information as to how to accept the Small Holdings Offer, as well as the alternatives for CDI holders who do not wish to accept the Small Holdings Offer.  

About Marley Spoon Group SE

Marley Spoon Group SE (MS1.DE) holds 84% of the issued share capital of Marley Spoon following completion of its business combination in July 2023. Marley Spoon is a global direct-to consumer brand company that is solving everyday recurring problems in delightful and sustainable ways. Marley Spoon, founded in 2014, currently operates in three primary regions: Australia, United States and Europe (Austria, Belgium, Germany, Denmark and the Netherlands).

With Marley Spoon’s meal-kits, you decide what to eat, when to eat, and leave behind the hassle of grocery shopping. To help make weeknights easier and dinners more delicious, our meal kits contain step-by-step recipes and pre-portioned seasonal ingredients to cook better, healthy meals for your loved ones.

As consumer behaviour moves towards valuing the convenience aspect of online ordering, Marley Spoon’s global mission through its various brands, such as Marley Spoon, Martha Stewart & Marley Spoon, Dinnerly, and Chefgood, is to help millions of people enjoy easier, smarter and more sustainable lives.

4 September 2023

Dear CDI Holder

Marley Spoon SE – Small Holdings Offer from Marley Spoon Group SE to acquire up to 10,000 CDIs per CDI Holder

On Monday 4 September 2023, Marley Spoon SE (ARBN 625 684 068) (Marley Spoon) announced that Marley Spoon Group SE (previously known as 468 SPAC II SE, listed on the Frankfurt Stock Exchange and trading under ticker MS1.DE) (MSG), a significant shareholder of Marley Spoon, is making an unconditional, off-market, direct offer to acquire up to 10,000 CHESS depositary interests over fully paid ordinary shares in Marley Spoon (CDIs) from each Marley Spoon CDI holder at a cash price of A$0.11 per CDI (Small Holdings Offer).

As announced by Marley Spoon on 12 July 2023, MSG closed its Business Combination Agreement with Marley Spoon, resulting in MSG acquiring approximately 84% of the issued capital of Marley Spoon from its significant shareholders, in exchange for shares in MSG.

Under the terms of the Business Combination Agreement, following closing of the Business Combination, MSG agreed to make a subsequent unconditional off-market, direct tender offer to remaining Marley Spoon CDI holders to acquire their CDIs in exchange for the same consideration as received by Marley Spoon's significant securityholders participating in the Business Combination (Subsequent Tender Offer). It is the intention of MSG to make the Subsequent Tender Offer in late September or early October 2023.

The MSG Supervisory Board is mindful that there are many Marley Spoon CDI holders who hold less than 10,000 CDIs, and therefore may prefer to sell their CDIs for cash instead of exchanging these small parcels of CDIs for shares in a Frankfurt-listed entity. MSG is therefore offering all CDI holders as at the Record Date, being 7:00pm (Sydney, Australia time) on Friday, 1 September 2023 (Eligible CDI Holders) the opportunity to receive cash for the first 10,000 CDIs held by each Eligible CDI Holder at a price of A$0.11 per CDI (being a total maximum consideration of A$1,100 per Eligible CDI Holder, subject to rounding) (Small Holdings Offer Consideration).[1]

The Small Holdings Offer is free from conditions[2] and represents a premium of 31% compared to the closing price per CDI of A$0.08 on the Record Date. If you accept the Small Holdings Offer and in the event that the Subsequent Tender Offer includes a cash alternative offering a higher price per CDI than the Small Holdings Offer Consideration you will receive as a conditional payment for each CDI which MSG acquired from you under the Small Holdings Offer any difference in price between the Small Holdings Offer Consideration and the cash consideration offered under the Subsequent Tender Offer. Please note that there is no guarantee that the Subsequent Tender Offer will include any cash alternative.

More detail is provided in Marley Spoon’s announcement of the Small Holdings Offer lodged with the Australian Securities Exchange on Monday, 4 September 2023.

We are writing to you as an Eligible CDI Holder, entitled to participate in the Small Holdings Offer. 

How to access the Small Holdings Offer

1. ONLINE – The Small Holdings Offer document and your personalised Acceptance Form can be accessed via the following website: https://events.miraqle.com/msg-smallholdingsoffer;

2. PAPER – Request a paper copy of the Small Holdings Offer document and your personalised Acceptance Form from Link Market Services: +61 1300 188 463 (within and outside Australia).

The Small Holdings Offer closes at 5:00pm (Sydney, Australia time) on Wednesday, 4 October 2023.

Participation in Small Holdings Offer

The number of CDIs for which you may accept the Small Holdings Offer is shown on your personalised Acceptance Form. If you hold more than 10,000 CDIs, you may only accept the Small Holdings Offer for the first 10,000 CDIs held by you. If you hold 10,000 or less CDIs, you may only accept the Small Holdings Offer for all, not some, of your CDIs.

Acceptances

If you wish to access the online application system, you will need to provide your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode and follow the instructions provided.

If you are unable to access https://events.miraqle.com/msg-smallholdingsoffer, then you can obtain a copy of the Small Holdings Offer document and your Acceptance Form by contacting Link Market Services on +61 1300 188 463 (within and outside Australia) and asking them to mail a paper copy of the Small Holdings Offer document and your Acceptance Form to you free of charge.

Actions required of eligible CDI Holders

You may accept the Small Holdings Offer for the first 10,000 CDIs you hold as at the Record Date (or if you hold 10,000 or less CDIs, all CDIs you hold as at the Record Date). If you do not wish to accept the Small Holdings Offer, you are not obliged to do anything.

Key dates* for the Small Holdings Offer

*Dates are indicative and subject to change. MSG reserves the right to amend any or all dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

You should read the entire Small Holdings Offer document carefully and seek professional advice before deciding whether to accept the Small Holdings Offer. If you have any queries concerning the Small Holdings Offer, or the action you are required to take to accept the Small Holdings Offer, please contact Link Market Services on +61 1300 188 463 (within or outside Australia).

This letter does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of Marley Spoon CDIs. The information in this letter is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.

MSG has collected your information from the register of Marley Spoon CDI Holders for the purpose of making the Small Holdings Offer and, if accepted, administering acceptance over your holding of Marley Spoon CDIs and paying the Small Holdings Offer Consideration. The type of information MSG has collected about you includes your name, contact details and information on your CDI holding in Marley Spoon. Without this information, MSG would be hindered in its ability to carry out the Small Holdings Offer. MSG's privacy policy is available on its website at https://ir.marleyspoongroup.com/privacy-statement/. The privacy policy contains information about how MSG collects and uses personal information. It also contains information about how you can gain access to the personal information that MSG holds about you and how you may withdraw your consent to the collection and use of personal information.

Yours sincerely,

Christian Gisy

Chairman

Marley Spoon Group SE

IMPORTANT INFORMATION

This letter is issued by Marley Spoon Group SE. This letter is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer to acquire, invitation to sell, or other recommendation to deal with securities in Marley Spoon in any jurisdiction. You are not required to do anything in response to this letter.

The contents of this letter have been prepared solely by Marley Spoon Group SE and information contained in this letter is the responsibility of Marley Spoon Group SE. Marley Spoon SE does not assume any responsibility for the accuracy or completeness of any information contained in this letter, and nothing in this letter is to be taken to be a recommendation to deal with securities in Marley Spoon, or financial or other advice by Marley Spoon SE.

Personal offer - not for distribution

This letter may not be distributed or forwarded to any person other than the original recipient.  Entitlement to participate in the Small Holdings Offer is personal to each CDI Holder and cannot be transferred to another person. Any attempted acceptance of the Small Holdings Offer by a person who is not eligible, or any acceptance which is not in accordance with the terms of the Small Holdings offer will not be valid and will be disregarded by MSG.

Small Holdings Offer

by

Marley Spoon Group SE

to acquire up to 10,000 CDIs per CDI Holder

relating to Marley Spoon SE

This is an important document and requires your immediate attention. If you are in doubt as to how to deal with this document, you should consult your financial or other professional adviser.

1. Important notices

Key Dates

Nature of this document

This document contains an offer made by Marley Spoon Group SE, a European company (société européenne) incorporated and existing under Luxembourg law, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B257664 and admitted to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard) (MSG or the Offeror) to Marley Spoon CDI holders pursuant to Division 5A of the Corporations Act 2001 (Cth).

Defined terms and interpretation

A number of defined terms are used in this document. Unless the contrary intention appears or the context requires otherwise, such terms are defined in section 15 of Schedule 1 to this document. In addition, unless the contrary intention appears or the context requires otherwise, words and phrases used in the Corporations Act have the same meaning and interpretation as in the Corporations Act.

Forward-looking statements

Some of the statements appearing in this document may be in the nature of forward-looking statements. You should be aware that such statements are either statements of current expectation or only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which Marley Spoon and the members of the Marley Spoon Group operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement. None of the Offeror, Marley Spoon, the respective officers and employees of the Offeror and Marley Spoon, any persons named in this document with their consent or any person involved in the preparation of this document, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this document reflect views held only as at the date of this booklet.

Effect of rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this document may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this document.

Estimates and assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this document are references to estimates, assumptions and derivations of the same by the Offeror. Management estimates reflect, and are based on, views as at the date of this document, and actual facts or outcomes may materially differ from those estimates or assumptions.

No account of personal circumstances

This document does not take into account your individual investment objectives, financial or tax situation or particular needs, and should not be taken as personal financial advice. Accordingly, you should read this document in its entirety before making a decision whether or not to accept the Small Holdings Offer, and you should obtain independent legal, financial and tax advice.

How to accept the Small Holdings Offer

To accept the Small Holdings Offer, follow the instructions set out in section 7 of this document. Your acceptance form must be received before the end of the Offer Period.

Australian Securities Exchange (ASX)

A copy of this booklet was provided to ASX on 4 September 2023. Neither ASX, nor any of its officers, take any responsibility for the contents of this booklet.

Privacy

The Offeror has collected your information from the register of Marley Spoon CDI Holders for the purpose of making the Small Holdings Offer and, if accepted, administering acceptance over your holding of Marley Spoon CDIs and paying the Small Holdings Offer Consideration. The type of information the Offeror has collected about you includes your name, contact details and information on your CDI holding in Marley Spoon. Without this information, the Offeror would be hindered in its ability to carry out the Small Holdings Offer. The Corporations Act requires the name and address of CDI holders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (including the Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC. If you would like details of information about you held by Marley Spoon, please contact the Registry on 1300 554 474 between 8.30am and 7.30pm (Sydney, Australia time) Monday to Friday (excluding public holidays).

Currencies and Time

In this document, references to "Australian dollars", "AUD", “A$”, "$", or "cents" are to the lawful currency of Australia, unless stated otherwise. All references to time in this document are references to Sydney, Australia time, unless stated otherwise.

Offer information line

If you have any questions in relation to the Small Holdings Offer or how to accept it, or if you have lost your Acceptance Form and require a replacement, please call the Offer Information Line on 1300 188 463 (within Australia) or +61 1300 188 463 (from outside of Australia) from 9:00am – 5:00pm (Sydney Australia time) on Business Days.

Further information relating to the Small Holdings Offer can be obtained from https://events.miraqle.com/msg-smallholdingsoffer.  

Dear Marley Spoon CDI Holder,

Small Holdings Offer to acquire up to 10,000 CDIs per CDI Holder

On behalf of Marley Spoon Group SE (MSG, or the Offeror), I am pleased to enclose an offer from MSG to acquire from each CDI Holder up to 10,000 of the CDIs you hold in Marley Spoon SE (Marley Spoon), at a price of $0.11 per CDI (the Small Holdings Offer).

Background

On 11 July 2023, MSG (previously known as 468 SPAC II SE) listed on the Frankfurt Stock Exchange and is trading under ticker MS1.DE. Shortly before said listing, on 6 July 2023, MSG closed its Business Combination Agreement with Marley Spoon (the entity which you hold CDIs in, listed on the Australian Securities Exchange and trading under ticker ASX:MMM), resulting in MSG acquiring a total of approximately 84% of the issued capital of Marley Spoon from its significant securityholders, in exchange for shares in MSG (the Business Combination).

The Business Combination provided Marley Spoon with access to $75m of new capital (including escrowed funds held by MSG invested by original 468 SPAC II investors, and prior to costs), in addition to a reduction and renegotiation of the terms of Marley Spoon's existing Runway debt facility to provide it headroom to navigate a challenging operating environment. It also established a pathway to simplify the operating and regulatory structure of Marley Spoon towards a single listing of the group on the Frankfurt Stock Exchange.

Under the terms of the Business Combination Agreement, following closing of the Business Combination, MSG agreed to make a subsequent unconditional off-market, direct tender offer to remaining Marley Spoon CDI holders to acquire their CDIs in exchange for the same consideration as received by Marley Spoon's significant securityholders participating in the Business Combination. This consideration being a certain number of MSG shares, determined by dividing the valuation of CDIs at A$0.21 by the fixed valuation of €10.00 per MSG share, but based on the prevailing EUR/AUD exchange rate shortly prior to the offer and irrespective of the trading value of MSG shares at that time (the offer being the Subsequent Tender Offer). It is the intention of MSG to make the Subsequent Tender Offer in late September or early October 2023.

Small Holdings Offer

The MSG Supervisory Board is mindful that there are many CDI Holders who hold 10,000 CDIs or less, and therefore may not wish to exchange these small parcels of CDIs for shares in a Frankfurt-listed entity. MSG is therefore offering all CDI Holders the opportunity to receive cash for the first 10,000 CDIs held by each CDI Holder at a price of $0.11 per CDI (being a total maximum consideration of A$1,100 per CDI holder) (Small Holdings Offer Consideration)[4].

The Small Holdings Offer is free from conditions[5] and represents a premium of 31% to the ASX Closing Price per CDI of $0.08 on 1 September 2023, and provides liquidity and certainty of value, with no brokerage fees if you choose to accept it.

If you accept the Small Holdings Offer, in the event that the Subsequent Tender Offer includes a cash alternative offering a higher price per CDI than the Small Holdings Offer Consideration, you will receive as a conditional payment for each CDI which the Offeror acquired from you under the Small Holdings Offer, any difference in price between the Small Holdings Offer Consideration and the cash consideration offered under the Subsequent Tender Offer. This payment will be made within 10 Business Days of completion of the Subsequent Tender Offer.

Subsequent Tender Offer

If you do not wish to accept the Small Holdings Offer, you may wait to participate in the Subsequent Tender Offer. Accepting the Subsequent Tender Offer, when made, will provide you with the opportunity to continue on the Marley Spoon journey by becoming a shareholder of Frankfurt-listed MSG.

Alternatively, if you do not wish to accept the Small Holdings Offer, or the Subsequent Tender Offer, you should be aware that it is the intention of MSG to ultimately delist Marley Spoon from the ASX in order to achieve a simplified operating and regulatory structure for the group. If you do not accept the Small Holdings Offer, or the Subsequent Tender Offer, a delisting of Marley Spoon from the ASX may result in you holding shares in an unlisted Marley Spoon, with no public trading market for these shares.

Accepting the Small Holdings Offer

Detailed information in relation to the Small Holdings Offer is set out in this document. The members of the MSG Supervisory Board encourage you to read this document in full for further details about the Small Holdings Offer, its terms, and MSG. You are encouraged to seek any independent financial, legal, taxation or other professional advice that you require before making a decision as to whether or not to accept the Small Holdings Offer. To accept the Small Holdings Offer, you should follow the instructions in section 7 of Schedule 1 to this document. If you have any questions in relation to the Small Holdings Offer or how to accept it, or you are unable to access the Acceptance Form, please call the Offer Information Line on 1300 188 463 (within Australia) or +61 1300 188 463 (from outside of Australia) from 9:00am – 5:00pm (Sydney, Australia time) on Business Days.

We look forward to your participation in this Small Holdings Offer and / or Subsequent Tender Offer, and again, encourage you to seek any professional advice that you require in respect of your individual investment objectives, financial or tax situation before making an investment decision.

Yours sincerely,

Christian Gisy

Chairman of MSG

The following questions and answers are intended to assist in your understanding of the Small Holdings Offer. These should be read together with the detailed information contained elsewhere in this document, and you should ensure that you read this document in full before making any investment decision.

4.1 Reasons to accept the Small Holdings Offer

The key attractions of the Small Holdings Offer are summarised below:

(a) The Small Holdings Offer implies a premium to the CDI price today: The Small Holdings Offer Consideration of $0.11 per CDI represents a premium of 31% to the last ASX Closing Price on 1 September 2023[8] (being the Market Value).

(b) The Small Holdings Offer provides cash certainty and removes your exposure to the risks and uncertainties associated with holding CDIs: The Small Holdings Offer provides cash consideration for up to 10,000 of your CDIs, delivering liquidity and certainty for this portion of your holding.

(c) You will receive the benefit of any subsequent higher cash offer forming part of the Subsequent Tender Offer: In the event that you accept this Small Holdings Offer and the Subsequent Tender Offer contains a cash alternative for a higher cash price, you will receive as a conditional payment for each CDI which the Offeror acquired from you under the Small Holdings Offer, the difference (if any) in price between the Small Holdings Offer Consideration and the cash consideration offered under the Subsequent Tender Offer.

(d) Avoid holding unlisted equity: If MSG satisfies the necessary ASX delisting requirements, it intends to request that Marley Spoon apply to delist from the ASX. If Marley Spoon delists from the ASX, you will hold shares in an unlisted Marley Spoon, with no public market to sell your Marley Spoon shares.

(e) Limited costs: No brokerage is payable by CDI Holders who accept the Small Holdings Offer.

4.2 Other Considerations

There are some other considerations for CDI Holders when deciding whether to accept the Small Holdings Offer, including:

(a) You may wish to consider the Subsequent Tender Offer of shares in MSG: You may wish to continue on the Marley Spoon journey and exchange all of your CDIs for shares in Frankfurt-listed MSG. MSG’s current intention is to launch the Subsequent Tender Offer in late September or early October 2023.

(b) You may wish to continue holding your Marley Spoon investment as a listed CDI on the ASX: Accepting the Small Holdings Offer will result in up to 10,000 of your CDIs being sold to MSG, in return for a cash consideration (the Small Holdings Offer Consideration).

You may choose to continue to hold your ASX-listed CDIs, which following completion of the Small Holdings Offer and Subsequent Tender Offer, may be subject to several possible outcomes, as outlined below:

1. If the necessary delisting requirements are satisfied and Marley Spoon delists from the ASX, you will hold shares in an unlisted Marley Spoon, with no public market to sell your Marley Spoon shares;

2. If the necessary delisting requirements are not satisfied, you could receive a further offer which could be for cash or scrip, from MSG or another party;

3. If MSG acquires at least a 95% interest in Marley Spoon, MSG may seek to apply ‘squeeze-out’ procedures under the German Stock Corporation Act, whereby MSG acquires all remaining Marley Spoon CDIs by operation of German law against cash compensation for the CDI holders;

4. Alternatively, if squeeze-out requirements are not fulfilled or squeeze-out procedures are not applied, CDI holders could receive a scrip or cash offer, as the case may be, under a Domination and/or Profit and Loss Transfer Agreement between MSG and Marley Spoon in accordance with the German Stock Corporation Act;

5. Should Marley Spoon remain listed on the ASX following the Small Holdings Offer, your CDIs will continue to trade over the ordinary course of trading, however it is expected that liquidity will reduce following the conclusion of this Small Holdings Offer.

(c) You may wish to sell your CDIs direct on market: You may wish to realise your investment in Marley Spoon through a sale on the ASX if you expect proceeds may be higher and received sooner than the Small Holdings Offer.

If you sell your CDIs on market, you:

1. will lose the ability to accept the Small Holdings Offer or any other offer which may eventuate;

2. may incur brokerage;

3. may have a tax outcome that may be different to accepting the Small Holdings Offer; and

4. may not obtain sufficient demand to complete a trade above the Small Holdings Offer Consideration (including because CDIs may be affected by reduced liquidity)

(d) You may consider that there is potential for a superior proposal to emerge: You may believe that a superior proposal for your CDIs may emerge in the future. CDI Holders who have accepted the Small Holdings Offer will not be able to withdraw their acceptance in order to accept a superior proposal. Please note that the Small Holdings Offer already includes a provision that would entitle you to receive as a conditional payment the difference in price (if any, to the extent that the Subsequent Tender Offer offers a higher cash price per CDI than the Small Holdings Offer) between the Small Holdings Offer Consideration and any cash consideration offered under the Subsequent Tender Offer.

(e) The tax consequences of the Small Holdings Offer may not be favourable to you given your financial position: Acceptance of the Small Holdings Offer may have tax implications for CDI Holders. CDI Holders should consult with their own independent taxation advisers regarding the taxation implications of accepting the Small Holdings Offer given their particular circumstances.

- Small Holdings Offer Terms

1.1 This Small Holdings Offer is made on, and commences from 4 September 2023 (Offer Date).

1.2 If you would like to accept this Small Holdings Offer, you must accept the terms of this Small Holdings Offer by 5:00 p.m. (Sydney, Australia time) on 4 October 2023 (or such later date as may be determined by the Offeror) (Offer Close Date).

1.3 This Small Holdings Offer will complete and all CDI Holders who validly accept this Small Holdings Offer will be paid their consideration on or before the date that is 10 Business Days following the later of the Offer Close Date, or the date on which any conditions precedent imposed in accordance with section 3 of this schedule have been satisfied or waived, as applicable.

2.1 Subject to the terms of this Small Holdings Offer, the Offeror is offering each CDI Holder the opportunity to receive the amount of $0.11 per CDI for up to the first 10,000 CDIs held by each CDI Holder as at the Record Date (the Small Holdings Offer Consideration), in accordance with section 2.2 of this schedule.

2.2 For CDI Holders who hold:

(a) more than 10,000 CDIs, the Small Holdings Offer will extend only to the first 10,000 CDIs held by that CDI Holder, and may only be accepted for the first 10,000 CDIs held by that CDI Holder; and

(b) 10,000 or less CDIs, the Small Holdings Offer will extend to all CDIs held by that CDI Holder, and may only be accepted for all (and not some) of the CDIs held by that CDI Holder.

2.3 Where a calculation of Small Holdings Offer Consideration would result in a CDI Holder becoming entitled to a fraction of a cent:

(a) where the entitlement is to half a cent or more, the fractional entitlement will be rounded up to the nearest whole cent; and

(b) where the entitlement is to less than half a cent, the fractional entitlement will be rounded down to the nearest whole cent.

2.4 Each CDI Holder may accept this Small Holdings Offer for the number of CDIs specified in section 2.2 of this schedule, such CDIs being the Accepted CDIs.

2.5 Any attempted acceptance of the Small Holdings Offer by a CDI Holder in relation to CDIs which are not the Accepted CDIs will not be valid and will be disregarded by the Offeror.

2.6 The Small Holdings Offer Consideration represents a premium to CDI Holders, being approximately $0.03 higher than the ASX Closing Price per CDI of $0.08 on 1 September 2023 (Market Value).

Further Terms

2.7 Should the Subsequent Tender Offer include a cash alternative offering a higher price per CDI than the Small Holdings Offer Consideration (which is not guaranteed), CDI Holders who accept the Small Holdings Offer will receive as a conditional payment for each CDI which the Offeror acquired from them under the Small Holdings Offer, any difference in price between the Small Holdings Offer Consideration and the cash consideration offered under the Subsequent Tender Offer (Shortfall Amount). This payment will be made within 10 Business Days of completion of the Subsequent Tender Offer.

2.8 There is no obligation on any CDI Holder to participate in this Small Holdings Offer. 

2.9 If the Offeror acquires your CDIs under this Small Holdings Offer, it will also be entitled to all Rights in respect of those CDIs on and from the date of transfer of the CDIs to the Offeror.

3.1 This Small Holdings Offer and any contract resulting from your acceptance of this Small Holdings Offer are not subject to any conditions, other than as may be imposed or required in accordance with applicable Law.

4.1 Subject to this section 4, you can participate in this Small Holdings Offer if you have CDIs registered in your name on the Record Date (7:00pm (Sydney, Australia time) on 1 September 2023) (CDI Holder). Entitlement to participate in this Small Holdings Offer is personal to each CDI Holder and cannot be transferred to another person. Any attempted acceptance of this Small Holdings Offer by a person who is not eligible, or any acceptance which is not in accordance with the terms of the Small Holdings Offer will not be valid and will be disregarded by the Offeror.

4.2 Subject to section 4.3 of this schedule, if as at the Record Date, you are registered or entitled to be registered as the holder of one or more parcels of CDIs as trustee or nominee for, or otherwise on account of, another person, you may accept as if a separate and distinct Small Holdings Offer on the same terms and conditions as this Small Holdings Offer had been made in relation to each of those distinct parcels and any distinct parcel you hold in your own right. If you hold CDIs as nominee, trustee or custodian, please contact the Registry at capitalmarkets@linkmarketservices.com.au for further information as to how to accept the Small Holdings Offer.

4.3 If your CDIs are registered in the name of a broker, investment dealer, bank, trust company or other nominee, you should contact the nominee for assistance in accepting this Small Holdings Offer.

4.4 For the purposes of section 4.2 of this schedule, an acceptance in respect of any parcel of CDIs will be automatically deemed ineffective unless:

you give the Offeror written notice stating the CDIs consist of a separate parcel;

your acceptance specifies the number of CDIs in each parcel; and

the CDI Holder delivers all evidence that the Offeror requires (acting reasonably) to be satisfied that the parcel is a separate parcel.

4.5 Any person (including any current CDI Holder) that acquires CDIs on or after the Record Date will not be able to participate in this Small Holdings Offer in respect of those CDIs, and will be a continuing CDI Holder in respect of those CDIs not tendered in this Small Holdings Offer.

5.1 This Small Holdings Offer will remain open for acceptance during the period commencing on the Offer Date and ending at 5:00pm (Sydney, Australia time) on the Offer Close Date (Offer Period), unless the Small Holdings Offer is withdrawn (which the Offeror has the right to do, at its sole discretion).

6.1 Once you have submitted an Acceptance Form, you may not withdraw your acceptance of this Small Holdings Offer.

6.2 The Offeror may withdraw this Small Holdings Offer by sending a withdrawal notice to you. If the Offeror withdraws this Small Holdings Offer, any contract resulting from its acceptance will automatically be void and you will retain your CDIs.

7.1 You may only accept the Small Holdings Offer for the Accepted CDIs. In accepting the Small Holdings Offer, you are agreeing to sell the Accepted CDIs to the Offeror for the Small Holdings Offer Consideration. You may accept this Offer at any time during the Offer Period.

7.2 To accept the Small Holdings Offer, you may accept the Small Holdings Offer online at https://events.miraqle.com/msg-smallholdingsoffer/ or by requesting an Acceptance Form by contacting the Offer Information Line on 1300 188 463 (from within Australia) or +61 1300 188 463 (from outside Australia) between 9:00am and 5:00pm (Sydney, Australia time), Monday to Friday.

7.3 If you hold CDIs as nominee, trustee or custodian, please contact the Registry at capitalmarkets@linkmarketservices.com.au for further information as to how to accept the Small Holdings Offer.

7.4 To accept the Small Holdings Offer online, you must:

1. log in to https://events.miraqle.com/msg-smallholdingsoffer/ and follow the instructions. You will need your Securityholder Reference Number (which will usually commence with an "I") or your Holder Identification Number (which will usually commence with an "X") and the postcode or country of residence (if your holding of CDIs is registered outside Australia) associated with your CDIs to log in; and
2. follow the instructions and select the “Accept” option, and submit your acceptance of the Small Holdings Offer. You will receive on-screen confirmation of submission of your acceptance of the Small Holdings Offer, and a further confirmation via email to the email address you provided after you logged in.

7.5 Where your CDIs are held in more than one name, a holder must have the authority of all other joint holders to act on their behalf to submit an online acceptance of the Small Holdings Offer in respect of the jointly held CDIs.

7.6 If you do not receive a confirmation message after attempting to accept the Small Holdings Offer online, please contact the Offer Information Line on 1300 188 463 (from within Australia) or +61 1300 188 463 (from outside Australia) between 9:00am and 5:00pm (Sydney, Australia time), Monday to Friday.

7.7 Your online acceptance of the Small Holdings Offer must be received before the Offer Close Date.

Acceptance Form

7.8 To accept the Small Holdings Offer using an Acceptance Form, you must:

1. contacting the Offer Information Line on 1300 188 463 (from within Australia) or +61 1300 188 463 (from outside Australia) between 9:00am and 5:00pm (Sydney, Australia time), Monday to Friday to request an Acceptance Form;

2. complete and sign the Acceptance Form in accordance with the terms of this Small Holdings Offer and the instructions on the Acceptance Form; and
3. ensure that the Acceptance Form is received before the Offer Close Date at the address shown on the Acceptance Form or via email to capitalmarkets@linkmarketservices.com.au.

7.9 If your CDIs are registered in the name of a broker, investment dealer, bank, trust company or other nominee, you should contact the nominee for assistance in accepting this Small Holdings Offer.

7.10 CDI Holders should make such enquiries and take such actions as are necessary to ensure that their acceptance instruction is received by the Registry before the Offer Close Date. CDI Holders should contact their brokers or other professional advisers if they have any questions in relation to this Small Holdings Offer.

7.11 An Acceptance Form provided in connection with this document forms part of this Small Holdings Offer, and the instructions on the Acceptance Form must be followed in using it to accept this Small Holdings Offer.

7.12 When using the online facility available at https://events.miraqle.com/msg-smallholdingsoffer/ to accept this Small Holdings Offer, for your acceptance to be valid you must ensure that your acceptance is submitted before the Offer Close Date. Neither the Offeror nor the Registry accepts any responsibility or liability for any website downtime, delays or access failure that may occur due to circumstances beyond its reasonable control, and which may delay or impede your ability to access https://events.miraqle.com/msg-smallholdingsoffer/ or submit an acceptance online. The use of https://events.miraqle.com/msg-smallholdingsoffer/ to accept this Small Holdings Offer is at your own risk.

8.1 Once you accept the Small Holdings Offer, you will not be able to sell the Accepted CDIs. In addition, you will not be able to deal with the Rights attaching to those Accepted CDIs.

8.2 If you accept the Small Holdings Offer in accordance with section 2.2(a) of this schedule, you will be able to sell the remainder of your CDIs which are not Accepted CDIs, but a purchaser of such CDIs will not be able to accept the Small Holdings Offer in respect of those CDIs.

8.3 By accepting the Small Holdings Offer, you will, or will be deemed to, have:

1. irrevocably accepted this Small Holdings Offer for all of your Accepted CDIs;

2. agreed to transfer your Accepted CDIs to the Offeror;
3. represented and warranted to the Offeror that:

1. your CDIs are at the time of acceptance, and will be on registration of the transfer of your CDIs to the Offeror, fully paid up, and the Offeror will acquire good title to them and full beneficial ownership of them free from all mortgages, charges, liens and other encumbrances and restrictions on transfer of any kind; and

2. you have full power and capacity to sell and transfer those securities;

4. irrevocably and unconditionally authorised the Offeror (by its servants or agents) to complete or alter the Acceptance Form on your behalf (and irrevocably and unconditionally appoint the Offeror, its directors, secretaries, officers, servants and agents as your attorney for that purpose) by:

1. inserting correct details of your CDIs;

2. filling in any blanks remaining on the Acceptance Form;

3. rectifying any error in or omission from the Acceptance Form; and

4. completing and signing on your behalf (or as your attorney) any other instrument or transfer,

as may be necessary to make the Acceptance Form an effective acceptance of this Small Holdings Offer or to enable the registration of the transfer of your CDIs to the Offeror;

5. irrevocably appointed the Offeror and its directors, secretaries and officers jointly and each of them severally as your attorney, with effect from the date of acceptance of this Small Holdings Offer, with power to exercise the powers and rights which you could lawfully exercise as the registered holder of your CDIs, including:

1. requesting Marley Spoon to register your CDIs in the name of the Offeror;

2. attending and voting at a meeting of Marley Spoon;

3. demanding a poll for a vote taken at or proposing or seconding a resolution to be considered at a meeting of Marley Spoon;

4. requisitioning a meeting of Marley Spoon;

5. signing any form, notice or instrument relating to your CDIs; and