YELLOW BRICK ROAD HOLDINGS LTD 
By
Lodged by ASX Online
19 May 2014
The Manager
Company Announcements Office
ASX Limited
Level 4, 20 Bridge Street
Sydney NSW 2000
Dear Sir/Madam
Further to the announcement by Yellow Brick Road Holdings Limited (ASX: YBR) ("YBR") on 6 May 2014, YBR is pleased to announce that it has now received irrevocable acceptances from all 24 shareholders in Vow Financial Holdings Pty Limited ("Vow") of YBR's offers to acquire 100% of their shares ("Offers"). Due to the success of the Offers, no drag-along or compulsory acquisition procedures will be necessary.
In aggregate, the Offers valued Vow at $17,600,000. Vow shareholders had the option to accept any one of the following 3 alternative consideration mixes:
Alternative A: 100% YBR shares
Alternative B: 100% Cash
Alternative C: 80% Cash & 20% YBR shares.
In another sign of the success of the Offers, based on the acceptances received from Vow shareholders, in aggregate the mix of consideration to be provided by YBR to Vow shareholders totals:
36.9% in YBR shares, being 9,267,239 YBR shares to be issued at $0.70 per YBR share at Completion and comprising $6,487,077 in total value; and
63.1% in cash, being $11,114,498 in total cash consideration, payable as to a fixed amount of
$9,834,114 on Completion and the balance of $1,280,384 deferred to be payable on the 1st
anniversary of Completion (subject to any net asset & working capital "true-up" adjustments as a deduction from the deferred consideration or by way of an additional payment to Vow shareholders against an agreed pro-forma balance sheet requiring the delivery of $12.3m in net assets and $1.0m in working capital).
All YBR shares to be issued will be subject to a binding 12 month voluntary escrow.
As another sign of commitment to the combined group, Vow shareholders who accepted the Alternative A:
100% YBR shares option included:
Macquarie Bank Limited, a 19.7% shareholder in Vow and an existing 14.8% shareholder in YBR;
and
Trelayne Brown Pty Ltd, a company controlled by Tim Brown, the Chief Executive of Vow.
The Offers remain subject to a number of conditions precedent, including YBR shareholders passing various approval resolutions required under the ASX Listing Rules and the Corporations Act. A general meeting of YBR shareholders is expected to be convened for mid July 2014 to consider these resolutions. A notice of meeting and accompanying documents will be forwarded to YBR shareholders shortly.
Completion of the Vow acquisition by YBR is due to occur on the last day of the month during which all conditions of the Offers are satisfied or waived. At this stage, this is expected to be on 31 July 2014.
YBR's Executive Chairman, Mark Bouris, said: "We are very pleased to welcome the Vow shareholders to the YBR register and we share their excitement as to the combined group's future. We are also proud to welcome the Vow brokers into our network and we look forward to working with them to build revenues and growth opportunities for the future."
Vow's Chairman, Dr Peter Neustadt, said: "This is a welcome strategic move for the Vow business. YBR's marketing and product manufacturing capabilities and partners will be key assets in growing Vow's and the Vow's brokers' mortgage volumes, as well as introducing YBR's wealth management products and experience."
Tim Brown said: "The retention of all of Vow's existing staff should lead to a smooth transition to the new
ownership by YBR and to the acceptance by brokers and lenders of such new ownership."
Mark Bouris said: "We do not intend to disturb the operational structure of Vow. It will operate as a
separate division within the YBR group, with Tim Brown remaining as its CEO".
ENDS
For more information, contact:
Chelsea O'Donnell
Head of Marketing & Communications Yellow Brick Road Wealth Management T 02 8226 8202
M 0414 704 033
E Chelsea.ODonnell@ybr.com.au
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