This Notice is being issued to provide Participants with further information in relation to the bid and details the acceptance process through CHESS.

Updated - Takeover code

On 4 December 2025, Kjerulf David Hastings Ainsworth lodged a Bidder’s Statement with ASX in connection with a proportional takeover bid offering to acquire 2.9% of each shareholder’s holding of ordinary shares in Ainsworth Game Technology Limited (AGI), other than shares already held by Kjerulf David Hastings Ainsworth (“Proportional Bid” or "offer").

Acceptance of the Proportional Bid in CHESS must be effected in such a way that Kjerulf David Hastings Ainsworth acquires not more than 2.9% of each holding of ordinary shares in AGI (other than Kjerulf David Hastings Ainsworth’s own holding of ordinary shares in AGI).

The following processes have been implemented to facilitate those shareholders who wish to accept 2.9% of their ordinary AGI shares into the Proportional Bid and on-sell part or all of the remaining balance. It should be noted that a buyer of all or part of the remaining balance cannot accept the Proportional Bid in respect of that purchase.  Alternatively, shareholders may wish to sell their AGI shares prior to acceptance, allowing the buyer to accept the Proportional Bid.

Shareholders trading under the deferred settlement market, ASX Code: AGIE – Ordinary Shares, will be trading shares “ex offer”. The Ex Offer shares represent "remaining balance" shares retained by shareholders who have accepted the Proportional Bid.  Buyers of these shares are unable to accept the Kjerulf David Hastings Ainsworth Proportional Bid.

Shareholders trading under the normal settlement market, ASX code: AGI – Ordinary Shares, will be trading shares “cum offer”. Buyers of these shares are capable of accepting the Kjerulf David Hastings Ainsworth Proportional Bid.

What do I need to do by when?

Bid Details:

Offer Terms:

CHESS will process acceptance messages until 7:00pm (Sydney time) on Friday, 23 January 2026 in the event that the bid is extended, such other time as may be notified by Kjerulf David Hastings Ainsworth to the market.

The Proportional Bid is unconditional and a shareholder may only accept the proportional offer for 2.9% of their AGI securities at the time the acceptance is processed.

If you have any queries in relation to the Offer, please call the Offer Information Line on 1300 126 515 (for callers within Australia) or +61 2 8072 1451 (for callers outside Australia), Monday to Friday between 8:30am and 7:00pm (Sydney time).

Sponsoring Brokers/Controlling Participants

Full acceptance of the 2.9% Proportional Offer

The Proportional Bid is unconditional. If accepting through CHESS, 100% of the holding must be moved to an offer accepted subposition using a Takeover Acceptance message. The remaining balance cannot be accessed until after finalisation of the Proportional Bid. Shareholders wishing to sell part or all of the remaining balance must do so through the “ex offer” deferred market under ASX Code: AGIE

If acceptance of the offer by an AGI shareholder who was registered prior to the bid’s announcement would result in that AGI shareholder’s remaining shares being less than a marketable parcel, the offer extends to the whole parcel of their shares and if they accept the offer they will be deemed to have accepted for (and will be paid consideration for) 100% of their AGI shares on the terms set out in the bidder’s statement and in accordance with section 618 of the Corporations Act (as modified by ASIC Corporations (Takeover Bids) Instrument 2023/683).

Pursuant to the bidder’s statement, “marketable parcel” means a parcel of shares with a value of not less than $500 based on the “cum-Offer” ASX closing price of AGI shares on the date that is the most recent trading day before the relevant acceptance of the offer is received.

For example, if a sponsored holder owns 5,000 AGI shares and wishes to accept the offer in full, then all 5,000 AGI shares must be offered for acceptance via CHESS. At the conclusion of the offer only 145 AGI shares will be transferred to the bidder. The remaining 4,855 AGI shares will be released from the takeover subposition after the successful transfer of the accepted AGI shares and closure of the offer.

Takeover Acceptance Examples

Need more information?

Issued by

Equity Post Trade Operations

Contact information

1800 814 051
chesshelp@asx.com.au

General Information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages for a CHESS Holding of securities. Some of these issues are summarised below. 

• A Participant must initiate acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance) where the securities in question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance) from CHESS in response. 
• In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in subposition will generate further electronic advice to the Participant and paper advice to the Holder.
• Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to initiate acceptance of an offer:
• if the Holder specifies the time when or by which the offer must be accepted, in accordance with those instructions; otherwise 
• by End of Day on the date of receipt of instructions from the Holder. Where the offer closes on the date of receipt of instructions then prior to the close of the offer. 

Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer are received from a Sponsored Holder.

Disclaimer