SYDNEY: Swoop Holdings (ASX:SWP) has announce its intention to make an off-
market takeover offer to acquire all of the ordinary shares of Vonex Limited (ASX:VN8)
that it does not currently own.

Swoop is offering 1 fully paid Swoop ordinary share for every 4.2 Vonex Shares.

The implied offer price is 5 cents per Vonex share. Swoop currently holds 19.9% of the Vonex Shares.

Maxo Telecommunications and Vonex entered into a scheme
implementation deed on 25 June 2024 (subsequently varied by deed on 19 August 2024 and 12 September 2024) in relation to the proposed acquisition by MaxoTel of all of the ordinary shares in the capital of Vonex by way of scheme of arrangement (MaxoTel Scheme).

The cash offer price under the MaxoTel Scheme is $0.0419 for each Vonex Share.

On 5 September 2024, Swoop announced it had submitted a non-binding indicative offer to Vonex to acquire all the Vonex Shares at a nominal offer price of $0.04 per Vonex Share, payable as a combination of cash and scrip with a maximum of 25% cash and the remainder in Swoop Shares valued at $0.23 per Swoop Share.

Swoop currently holds 72,000,000 Vonex Shares representing 19.9% of the share capital of Vonex, and on 4 October has announced that it has voted against the MaxoTel Scheme.

Due to the voting power in Vonex held by Swoop and the fact that MaxoTel (together with its associates) are not permitted to vote on the MaxoTel Scheme, the MaxoTel Scheme is unlikely to be approved at the upcoming meeting on
23 October 2024.

On 17 October 2024, MaxoTel made an on-market takeover offer to acquire all of the ordinary shares in Vonex for $0.042 cash per Vonex Share.

This revised Swoop Offer represents a 19% premium to the current all cash MaxoTel offer of 4.2c; and still provides Vonex shareholders the ability to continue to participate in the benefits of the combined larger businesses in contrast to the MaxoTel offer.