13 December 2018

Scheme of Arrangement is now effective

Decimal Software Limited (ASX:DSX) (Decimal) announced earlier today that the proposed scheme of arrangement between Decimal and its shareholders (Scheme), in relation to the proposed acquisition of Decimal by Sargon Capital Pty Ltd (Sargon), was approved by the Federal Court of Australia (Court).

Decimal is pleased to confirm that it has lodged with the Australian Securities and Investments Commission (ASIC) a copy of the orders made by the Court approving the Scheme. As a result, the Scheme is now effective. A copy of the Court orders as lodged with ASIC is attached.

Commenting on the transaction, Decimal CEO Damon Watkins said:

"We are very pleased to receive formal approval for the acquisition of Decimal by Sargon, and look forward to being able to finalise matters over the next week or so. I am particularly thankful to the Sargon team who have demonstrated a strong commitment and confidence in the Decimal business, and have at all times acted with a strong sense of integrity and purpose. We are looking forward to building on that strong purpose as we move through 2019 and beyond as part of a larger team."

The acquisition by Sargon brings Decimal into a diversified portfolio of financial services businesses that service a wide range of clients and is expected to provide significant opportunities to take the Decimal platform to an expanded portfolio of clients.

Mr Watkins continued:

"As we move through the concluding stages of the Royal Commission into banking and financial services, we expect to see a sharper focus from institutions on the potential for technology platforms such as Decimal's to help deliver automated, compliant and conflict free financial advice to more Australians."

Speaking following the Scheme becoming effective, Sargon CEO Phillip Kingston said:

"During the past three years Sargon has made a number of strategic acquisitions to bolster our capability and scale in trustee and custodian services. The Decimal acquisition is an important milestone in Sargon's growth strategy, bringing new technology capability to our group. Sargon is particularly enthusiastic about the opportunity Decimal brings to drive successful customer outcomes through financial literacy and engagement. It also marks the start of an exciting new chapter for Decimal's staff and clients and we are pleased to welcome them to Sargon."

Indicative timetable

It is expected that Decimal's shares will be suspended from quotation on ASX with effect from the close of normal trading today.

An indicative timetable for the remaining steps to implement the Scheme is set out below.

Event

Target date

13 December 2018

Effective Date

Decimal shares suspended from trading on ASX from

close of trading

17 December 2018

Record Date for determining entitlement to the Scheme

consideration

24 December 2018

Implementation Date for the Scheme

All dates and times are references to the date and time in Perth, Australia, and are indicative only. Any changes to the above timetable will be announced to ASX.

Decimal expects to be removed from the official list of ASX on or around 31 December 2018, following implementation of the Scheme.

If you have any questions regarding the Scheme, please call the Chief Executive Officer or Company Secretary on 1300 220 799 any time between 8.00 am and 5.00 pm (Perth time) Monday to Friday.

-ENDS-

For Investor and Media enquiries:

Damon Watkins

Chief Executive Officer Decimal Software Limiteddw@decimal.com+61 458 805 666

About Sargon:

Sargon provides financial institutions and entrepreneurs with the technology and infrastructure they need to successfully build and grow investment funds and financial products. Operating across Australia, New Zealand and Hong Kong, Sargon's powerful combination of technology and industry experts navigate regulatory complexity, security and compliance to ensure our clients can focus on what matters most: building a better future.

Federal Court of Australia

District Registry: Western Australia Division: General

No: WAD464/2018

DECIMAL SOFTWARE LIMITED and another/others named in the schedule Plaintiff

ORDER

JUDGE:

JUSTICE BANKS-SMITH

DATE OF ORDER:

13 December 2018

WHERE MADE:

Perth

THE COURT ORDERS THAT:

  • 1. Pursuant to s 411 of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its members, being the document at pages 122 to 138 in Annexure "SYB-1" of the affidavit of Sonia Yvonne Breen affirmed on 3 December 2018, is approved.

  • 2. Pursuant to s 411(12) of the Act, the plaintiff is exempted from compliance with s

  • 411(11) of the Act, in relation to the scheme of arrangement referred to in order 1.

  • 3. The plaintiff is to lodge an office copy of these orders with the Australian Securities and Investments Commission as soon as practicable.

Date that entry is stamped: 13 December 2018

- 2 -

Schedule

No: WAD464/2018

Federal Court of Australia

District Registry: Western Australia

Division: General

Interested Person

SARGON CAPITAL PTY LTD ACN 608 799 873

Attachments

Disclaimer

Decimal Software Limited published this content on 13 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 December 2018 05:04:01 UTC