Overseas investment decision for case 201520003 - Archer Capital Pty Limited on behalf of Archer Capital Fund 5

An overseas investment in significant business assets, being:

• Minerva Finance Holdings Limited’s acquisition of rights or interests in up to 100% of the issued share capital of Aspire2 Group Limited;
• Minerva Holdings Limited’s acquisition of rights or interests in 100% of the issued share capital of Minerva Finance Holdings Limited; and
• Archer’s acquisition of rights or interests in up to 100% of the issued share capital of Minerva Holdings Limited,

which will result in Archer having rights or interests in the issued share capital of Aspire2 Group Limited through its interest in up to 100% of the issued share capital of Minerva Holdings Limited which holds rights or interests in 100% of the issued share capital of Minerva Finance Holdings Limited.

Where “Archer” refers to Archer Capital Pty Limited acting on behalf of and as manager or advisor of:

• Archer Capital 5A Pty Ltd as trustee of Archer Capital Trust 5A;
• Archer Capital 5B Pty Ltd as trustee of Archer Capital Trust 5B;
• Archer Capital 5C Pty Ltd as trustee of Archer Capital Trust 5C;

(holding their respective shareholdings through a custodian - Archer Capital Nominees Limited); and

• Archer Capital GP5 Limited as general partner of Archer Capital GP5, LP as general partner of Archer Capital Offshore 5, LP.

Archer intends to acquire (through various subsidiary companies) Aspire2 Group Limited. Contemporaneously with Archer’s acquisition of Aspire2 Group Limited, Archer will fund or procure funding for Aspire2 Group Limited to complete its acquisition of various private training establishment groups (Refer Case 201520041).

The overseas investment transaction has satisfied the criteria in section 18 of the Overseas Investment Act 2005.