BENJAMIN HORNIGOLD LIMITED (BHD)

The suspension of trading in the securities of Benjamin Hornigold Limited will be lifted from the commencement of trading on Thursday, 25 June 2020, following the release by BHD of a general market update.

The company provides an update on its financial position and intentions.To date, the majority of time and energy has gone into recovering funds from the transactions that were entered into under the previous board. This has led to: a recovery of $600,000 from JBFG and subsidiaries; a recovery of $7.782 Million in cash from the Kings Currency FX Notes; and a recovery of circa $150,000 from John Bridgeman Ltd. BHD is now in a position of holding approximately $7.56 Million in cash with an NTA of $7.16 Million. BHD's prospectus allowed for a broad investment strategy and the board's intentions are to work within the parameters of that strategy in constructing and managing an investment portfolio for the company. The board has elected to manage the investment portfolio internally in order to reduce costs, which will result in substantial cost savings compared to the Management Services Agreement in place with JBL. The company is now in a position to resume activities as a listed investment company and return to trading.

The company's monthly unaudited Net Tangible Asset per share as of May 31 2020 is: NTA before tax $0.30; NTA after tax $0.30.

The Supreme Court of Queensland made an order directing JBL to pay BHD an amount of $132,000 to BHD by 17 February 2020. JBL did not make the payment required by the Court Order. On 21 May 2020, in response to an application by BHD, the Supreme Court of Queensland issued an Enforcement Warrant to a financial institution with which JBL holds certain known bank accounts, requiring that financial institution to transfer all amounts in those bank accounts up to a total of $134,853.14 to BHD. The Enforcement Warrant was returned wholly unsatisfied and BHD understands that there were insufficient funds in the bank accounts held by JBL with the financial institution that was issued the Enforcement Warrant.

As of 30 April 2020, NTA before tax - $0.30; NTA after tax - $0.30.

6,674,856 Listed Options expired on 28 April 2020.

The company's monthly unaudited Net Tangible Asset per share as of 31 March 2020 is: NTA before tax - $0.30 and NTA after tax - $0.30.

The listed options are due to expire on 28 April 2020. The relevant terms and conditions of the options are set out below: number of Options on issue 16,674,856; exercise price is $1.00 per Option; and expiry date of 28 April unless exercised earlier. The Options will expire at 5pm AEST on 28 April 2020 if the Options are not exercised. The board do not feel that it is in the interests of individual shareholders to exercise their Options as they are substantially out of the money.

As of today's date, no funds have been deployed to further investments and the company remains fully invested in cash. The Board is currently considering utilising some of the funds towards shorter term investment opportunities while they assess the funding requirements in pursuing further monies owed. As of 29 Feb 2020, the NTA before tax is $0.30 and the NTA after tax is $0.30.

The company lodges its Half Yearly Report and Accounts.

In relation to The Kings Currency Banknotes, the payments for February and March have been received and subsequently the first ranking security over Kings Currency has been released.

The company has received $149,547.84 from JBL complying with orders made in the Supreme Court of Queensland on 4 February 2020. The remaining loan to JBL is still outstanding and the Board is investigating ways to recover this amount. The company is still awaiting payment of $132,000 which is due by 17 February 2020 as ordered by the Supreme Court of Queensland. Should JBL fail to comply with the Court Order, BHD intends to take enforcement action.

The new board have updated BHD's financial records. As of 31 Jan 2020, NTA before tax and after tax - $0.31.

On 6 February 2020, in response to an application made by BHD, the Supreme Court of Queensland made an order directing JBL to pay BHD an amount of $132,000 to BHD and ordered that JBL pay BHD's costs associated with making the application. If JBL fails to comply with the Court Order, BHD intends to take enforcement action in relation to the Court Order. JBL's application in the Supreme Court of Queensland seeking to set aside the creditor's statutory demand for payment issued to it by BHD was determined on 4 February 2020. JBL is required to pay $149,547.84 pursuant to the statutory demand by 11 February 2020.

On BHD's application, the panel has varied its orders in 05, 06, 07. Benjamin Hornigold sought a stay of the orders insofar as they apply to King's Currency Exchange Pty Ltd. The stay was sought following Benjamin Hornigold's entry into a sale agreement whereby it sold to King's Currency its interest in the foreign currency banknotes the subject of the Panel's decision in Benjamin Hornigold Limited 08R, 10R & 11R in return for the receipt of certain staged payments. No party made submissions opposing the stay. The Panel has stayed orders 1, 2 and 3 in relation to the return of the foreign currency banknotes insofar as they apply to King's Currency until further order of the Panel.

NTA before tax - $0.33 (30 Jun 2019); $0.31 (31 Dec 2019); NTA after tax - $0.33 (30 Jun 2019); $0.31 (31 Dec 2019).

On 23 December 2019, creditors of the company resolved to accept a DOCA. BHD considers that given the available options, the deed of company arrangement is favourable to the recovery of amounts owed to BHD from JBFG and King's. BHD continues to take legal advice in relation to this matter and engage with the deed administrators of JBFG with a view to recovering amounts owed by JBFG to BHD. BHD will provide an update to shareholders as further information becomes available.

The company releases the Results of its Meeting.

The company releases the Chairman's Address to Shareholders.

The company has since issued JBL with a creditor's statutory demand for payment. JBL have applied to set that aside. BHD intends to contest that application. JBL has asserted within their application that they have terminated the MSA and are entitled to payment. BHD disputes this entitlement and does not consider that JBL's claims are material given their lack of foundation.

BHD have entered into an agreement that provides additional security, a higher rate of return and the certainty of a repayment timetable for the amount payable under the Kings Currency Banknotes. Key terms are: Benjamin Hornigold now holds first ranking security over Kings Currency with the total amount outstanding of $7,652,507; A fixed rate of return of 15%pa; A fixed repayment timetable of - $1 Million paid immediately, $2 Million payable 28th February 2020 and $4,652,507 (plus capitalised interest) payable 31st March 2020.

NTA before tax and NTA after tax - $0.33 (30 Jun 2019); $0.33 (31 Jul 2019); $0.33 (31 Aug 2019); $0.32 (30 Sep 2019); $0.31 (30 Oct 2019); $0.31 (30 Nov 2019).

The company releases its Appendix 4G & Corporate Governance Statement.

The company lodges its Annual Report to shareholders.

The company lodges its Preliminary Final Report.

The new board have updated BHD's financial records. A number of factors have been identified by the new board that indicate that losses have been incurred. Following a review, it has been determined that an adjustment is required resulting in losses of $4.450 million in respect of these assets. Kings Currency Foreign Currency Banknotes "“ Approximately $7.4 million including outstanding payments under the Service Agreement for June to September remain repayable under Takeover Panel Orders and have not been impaired. NTA before tax - $0.33 (30 June 2019) and $0.34 (31 May 2019). NTA after tax - $0.33 (30 June 2019) and $0.34 (31 May 2019). NTA post $4.45 million asset losses - $0.33 (30 June 2019) and $0.34 (31 May 2019).

The company is aware that Marcus Ayres and Brett Lord from EY have been appointed as voluntary administrators of JBFG. The JBFG Convertible Loan and JBL Loan remain in default and are immediately repayable in full. Partners For Growth maintains that it holds a fixed charge over the Banknotes held by Kings Currency. The legal advisers dispute this as the notes are held in trust as per the Service Agreement. The JBFG unsecured loan (novated from Genesis in May) of approximately $900k has not been repaid as required on the 31st October and is now in default and immediately repayable.

The Annual General Meeting of the Company will be held at Corrs Chambers Westgarth, Level 17, 8-12 Chifley Square, Sydney NSW 2000 on Friday 20 December 2019 at 1.00pm (AEDT).

As at 25 October 2019, King's Currency has failed to comply with the orders of the Takeovers Panel; in particular, Order 1, which requires it to return to the company all foreign currency banknotes placed by the company with King's Currency pursuant to the Services Agreement with King's Currency. As at 28 October 2019, JBL has also failed to comply with the orders of the Takeovers Panel; in particular, Order 14, which requires JBL to pay the Company $120,000 (plus GST), representing the costs actually, necessarily, properly and reasonably incurred by the company in the course of the Takeovers Panel proceedings. JBL has offset the $120,000 amount of the cost order against management fees it claims are owed by BHD to JBL. The company disputes that JBL has the right to set-off the payment of the cost order against alleged contractual entitlements, which the company continues to dispute, and has communicated this to JBL's legal advisers. JBL's legal advisors have, to date, not replied to that correspondence. The company intends to vigorously defend its rights and is contemplating legal action against both JBL and King's Currency, in order to enforce the orders of the Takeovers Panel.

The company has received correspondence that Christopher John MacDonnell of Restructuring Solutions and Andrew McCabe and Joseph Hayes of Wexted Advisors have been appointed as receivers and managers by Partners For Growth under its security over JB Financial Group. The company has notified the receivers and managers that it believes that the Kings Currency foreign currency notes are held on trust and are not the assets of Kings Currency. The company as also notified the receivers and managers of the Kings Currency foreign currency notes order made by the Takeovers Panel. The company intends to defend its rights to the return of its property and the enforcement of its rights under the loans and service agreements with JBFG and its subsidiaries.

A number of loans provided by the company are in default. The company is owed a substantial amount of money in outstanding interest under two services agreements. The company has taken steps to notify the relevant entities adn have requessted payment in full or even some payment.

The review panel has affirmed the initial panel's decision on costs for the initial proceedings and has lifted the stay on the costs orders in its variation of orders.

The review panel has made minor variations to the initial panel's orders in BHD. In that matter, the panel made orders including to permit BHD securityholders who accepted JBL's takeover bid to elect to void their acceptance, and to require JBL to pay costs incurred by BHD and ASIC in the course of the proceedings. The review panel otherwise agreed with the orders made by the initial panel.

The review Panel has agreed with the decision of the initial Panel to make a declaration of unacceptable circumstances in Benjamin Hornigold Limited 05, 06 & 07. The initial Panel had concluded that the following transactions in effect operated as a lock-up device: the placement by Benjamin Hornigold of approximately $5.46 million in aggregate in foreign currency banknotes with King's Currency Exchange Pty Ltd and the extension of the period for the return of all banknotes placed by Benjamin Hornigold with King's Currency.

Benjamin Hornigold Limited advises that the Financial Reports for 30 June 2019 will be delayed. The board is currently working alongside the auditors to finalise the accounts for lodgement.

The Panel has declined to conduct proceedings on an application dated 13 September 2019 from Benjamin Hornigold Limited in relation to its affairs. The Panel considered there was no reasonable prospect that it would grant any substantive relief having regard to (among other things) the quantum and effect of the transactions and the effect of developments since (including the close of the takeover bid by John Bridgeman Limited for all of the securities in Benjamin Hornigold on 13 September 2019 and the orders of the Panel in Benjamin Hornigold Limited 05, 06 & 07.

The Panel has received applications from: John Bridgeman dated 26 September 2019 (10R) and JB Financial Group Pty Ltd and King's Currency Exchange Pty Ltd dated 26 September 2019 (11R), seeking a review of the Panel's decision on final orders in Benjamin Hornigold Limited 05, 06 & 07. The review Panel has made interim orders to stay the orders (except orders 4, 5, 16, 17 and 18) of the initial Panel until the earliest of further order of the review Panel, determination of the proceedings or 2 months from the date of the interim orders.

BHD notes that the orders made by the Takeovers Panel cannot lawfully be disobeyed. Benjamin Hornigold, has, via its solicitors sought confirmation from King's Currency that it intends to comply with the terms of the Orders by returning the foreign currency by 4 October 2019. Benjamin Hornigold has also written to the secured creditor of King's Currency in relation to its claims that it has security over the banknotes. On the 27th September, applications for review have been submitted by John Bridgeman Limited, JB Financial Group and Kings Currency, The Takeovers Panel have provided Interim Orders for a stay of the initial Orders in relation to the return of Banknotes and payment of costs while the review proceedings are underway. Benjamin Hornigold has not received any proposal or communication from King's Currency or its related parties regarding how it intends to return the foreign currency banknotes. Further King's Currency seems to accept Partners for Growth's assertion that King's Currency is entitled to use the banknotes as security for its own obligations to Partners for Growth. Benjamin Hornigold strongly disputes this position. BHD was approached by a third party who proposed to refinance the Kings Currency Banknotes, resulting in a substantial delay in receipt of capital. This was subject to Benjamin Hornigold abandoning the Takeovers Panel proceedings, agreeing to the subordination of various loans outstanding to John Bridgeman Financial Group Ltd and providing a further extension of the Services Agreement repayment period of at least 12 months, . This proposal was not acceptable for a number of reasons. That third party unilaterally ceased discussions.

The Panel has made final orders the effect of which includes: King's Currency Exchange Pty Ltd must return to Benjamin Hornigold approximately $7.12 million of foreign currency banknotes within 10 days; John Bridgeman Limited, JB Financial Group Pty Ltd and King's Currency must not announce or make a takeover for Benjamin Hornigold until King's Currency has returned the foreign currency banknotes; Benjamin Hornigold securityholders who accepted John Bridgeman's takeover bid may elect to void their acceptance and; John Bridgeman must pay costs incurred by Benjamin Hornigold and ASIC in the course of these proceedings.

The takeover offer for BHD by JBL expired at 7pm on 13 September 2019.

On 6 September 2019, the panel made a declaration of unacceptable circumstances in relation to the affairs of BHD. The application relates to a number of the same circumstances the subject of the declaration and a few additional transactions. BHD submits that the transactions have rendered BHD a less attractive acquisition target and made it less likely to attract competing proposals from potential acquirers, in essence operating as a lock-up device. BHD seeks final orders that the transactions be declared void.

The company has received correspondence from Partners for Growth. PFG alleges certain matters including the following: it holds a fixed charge over the banknotes held by Kings Currency; that PFG has not consented to the payment of the banknotes by Kings Currency to BHD. This questions the ownership of $7.12 million of physical banknotes held by Kings Currency on BHD's behalf. The Board was not aware of any prior disclosure that the banknotes were secured to a third party. The company is seeking legal advice in relation to this matter

The Panel has received an application from John Bridgeman Limited seeking a review of the Panel's decision to make a declaration of unacceptable circumstances in relation to the affairs of Benjamin Hornigold Limited in Benjamin Hornigold Limited.

The Panel has made a declaration of unacceptable circumstances after consideration of: a request dated 24 July 2019 from Benjamin Hornigold Limited to vary the final orders made by the Panel on 8 February 20191 and an application dated 8 August 2019 from Benjamin Hornigold in relation to its affairs and an application dated 8 August 2019 from John Bridgeman Limited in relation to the affairs of Benjamin Hornigold. The Panel is considering what final orders it will make (if any), including whether it should make an order varying the orders made by the Panel on 8 February 2019, and will publish details in due course.

The board has reivewed the Management Services Agreement with John Bridgman and the investments that have been made by and on behalf of the company pursuant to that agreement. The board is concerned that some of the investments that have been made may be inconsistent with the company's investment objectives. The board is concerned that the company's investment in currency notes, under the services agreement with King's Currency Exchange Pty Ltd and various related party loans may constitute an illiquid investment. The Board are in communications with John Bridgman regarding these matters.

John Bridgeman and subsidiaries have now provided a number of Books and Records to the company. Certain Books and Records remain unavailable to the board and the board is continuing to request further information and review its options in this respect. The board is continuing to review their options in regards to the Novation and extensions to the outstanding loans and convertible notes. The board feels that the auditor opinions relating to a "Material uncertainty related to a going concern" for both John Bridgeman Ltd and JB Financial Group Pty Ltd in the 17-18 Annual Accounts requires further consideration to the carrying value of these assets. The board is unable to comment on the Kings Currency Services Agreement. The board intends to update shareholders on the financial position of the company and NTA as soon as they gain comfort as to the financial position. The company is currently not in a position to finalise reporting the financial results.

JBL releases a notice of variation of offer. The bidder varies the offers and the documents by extending the offer period from 7.00pm (Sydney time) on 30 August 2019 to 7.00pm (Sydney time) on 13 September 2019.

JBL (the bidder) gives notice that: it has freed the offers from the condition of Schedule 2 of the Bidder's Statement; so far as the bidder knows, the condition in Schedule 2 has been fulfilled; and its voting power in BHD is 17.44%.

The panel has received: a request from Benjamin Hornigold Limited to vary the final orders made by the panel on 8 February 20191 and an application from Benjamin Hornigold in relation to its affairs and an application from John Bridgeman Limited in relation to the affairs of Benjamin Hornigold. John Bridgeman seeks interim orders in effect requiring Benjamin Hornigold to make a recommendation to its securityholders to take no action in respect of the 2019 bid pending the determination of the proceedings. John Bridgeman seeks final orders including that Benjamin Hornigold make corrective disclosure and to commission an independent expert to prepare a supplementary independent expert's report.

JBL gives notice of a variation of offer. The bidder varies the offers by extending the offer period from 7.00pm (Sydney time) on 31 July 2019 to 7.00pm (Sydney tine) on 30 August 2019. The bidder advises that: the date for giving notice on the status of the conditions will be postponed by the same period, making the new date for that notice 23 August 209; and as at the date of the notice, the conditions in Schedule 1 and 2 and clause 6.1 of Schedule 3 of the bidder's statement have either been satisfied or waived and the offers are unconditional.

The company releases a first supplementary target's statement in relation to the off-market takeover bid for all the ordinary shares and options in the capital of BHD by JBL. BHD recommends that securityholders REJECT the JBL offer.

JBL gives notice of variation of the offers dated 17 May 2019 made in the bidder's statement dated 3 May 2019, as supplemented by the supplementary bidder's statements. The bidder varies the offers and the accompanying documents by extending the offer period from 7.00pm (Sydney time) on 8 July 2019 to 7.00pm (Sydney time) on 31 July 2019.

On 12 June 2019, minutes of a board meeting indicate that steps were purportedly taken by the former board of BHD to vary the terms of a number of related party loan agreements. The new board is currently investigating the validity of these resolutions and a range of other matters. The new board of the Company is unable to confirm the amounts invested in Foreign Currency Notes and loan amounts outstanding. The new board intends to require a full accounting of the whereabouts of the bank notes as this property is held on trust for the benefit of the Company. The new board is concerned about the recent extensions and changes to the loan terms (if effective). It seems to the new board that these arrangements were not in the best interests of shareholders and are on less favourable terms than could be achieved with similar levels of risk in the market. The new board of the Company is considering taking such further action.

The company releases a progress report to shareholders. In relation to the financial position of the company, ASX rules require listed investment companies to disclose the NTA per share by the 14th of each month. JBL has not been able, despite request, to produce up to date accounting records or sufficient material that supports the calculation of the NTA. It appears also that certain books and records of BHD have not been made available to the new board. The new board is taking advice on its options wiht respect to this. The new board is also reviewing the management services agreement with JBL to consider whether continuation of the agreement is in the best interests of the shareholders going forward. BHD has provided JBL with guidance that it considers that the only acceptable investments in the current circumstances consist of cash deposits held in the name of BHD at Australian Deposit Taking Institutions only. JBL maintains that it is not obliged to follow guidance provided by BHD. BHD is considering the consequences of this non-compliance, with terms of the MSA. BHD is currently in the process of taking steps to gain access to the books and records of the company, including if necessary by an urgent application to Court. Until such time as this informatoin is obtained, the board continues to recommend that shareholders TAKE NO ACTION in relation to the takeover offer for BHD shares from JBL.

The company releases its correspondence with ASX regarding the suspension of its securities. In the correspondence, BHD stated that it sincerely believes the following: the company has undertaken all action required by ASX; the company has incurred, and will continue to incur, signficant loss arising from the suspension of trading in its securities; the failure of ASX to articulate the reason for the suspension has led to speculation and gossip-mongering on social media sites, which has in turn damaged the reputation of the company and its future prospects; and the board requests that ASX lift the suspension in the trading in the company's securities without delay, or alternatively, explain why it refuses to do so.

JBL releases a third supplementary bidder's statement.

The target's statement issued on 30 May 2019 included an independent expert's report prepared by Leadenhall Corporate Advisory which concluded that the BHD offer was fair and reasonably to BHD non-associated shareholders. The new board is currently reviewing the matters which have arisen since the date of or IER to assess any implications on the conclusions reached in the IER.

The new board of directors are currently reviewing the position in relation to the takeover offer by JBL and advise that until such time as they have had a chance to carefully consider the takeover offer and its current status, that shareholders TAKE NO ACTION in relation to the takeover offer.

JBL varies the offers and the accompanying documents by extending the offer period from 7.00pm (Sydney time) on 21 June 2019 to 7.00pm (Sydney time) on 8 July 2019.

At the Section 249F EGM, all proposed resolutions were withdrawn.

It is the intention of the new directors to: immediately open discussions with ASX to have the company's suspension from trading on the ASX lifted; have the accounts of the company forensically reviewed to gain insight into the true financial position of the company; and return the maximum amount of the remaining capital of the company to shareholders. The directors have met with the auditor of the company, Pitcher Partners for the purpose of discussing the current takeover offer by JBL and the financial position of the company. The directors are of the view that the Company has not secured an advantageous position as against JBL The company's NTA is also considerably lower than its issue price.

Despite the board changes, the meeting of the company scheduled for 1:00 pm today at the offices of Corrs Chambers Westgarth located at Level 42, 11 Eagle Street, Brisbane will still go ahead. The company intends that the meeting should serve as an opportunity to shareholders to meet with the new board and for the board members to discuss their intentions in relation to the company. The takeover by JBL for all the ordinary shares in BHD became unconditional on 12 June 2019. The new board are carefully considering the takeover and advise that shareholders take no action in relation to the takeover.

All of the resolutions at the EGM held this afternoon were defeated on a poll.

The option offers by JBL under the off-market takeover bid for all the options in BHD are free from defeating condition.

The company releases an Appendix 4F (final share buyback notice).

Regarding the proceedings in relation to the notice of meeting, explanatory memorandum and proxy form issued and dispatched by the convening shareholders, the Supreme Court of Queensland has not granted the relief sought by BHD and has awarded costs to the convening shareholders. As a result, the Section 249F Meeting will proceed at 1.00pm on 13 June 2019. The directors of BHD recommend that Shareholders vote AGAINST all resolutions at the meetings to be held on 12 and 13 June 2019.

JBL releases a second supplementary bidder's statement.

BHD releases a target's statement in response to the offer by JBL to acquire all of the shares and options in BHD. In the absence of a superior proposal, the voting directors of BHD recommend shareholders ACCEPT the improved JBL offer to purchase BHD shares and options for 1.5 JBL shares per BHD share; and 0.50 JBL options per BHD option. The independent expert has concluded that: the JBL share offer is fair and reasonable to BHD shareholders not associated with JBL; and the JBL option offer is not fair but is reasonable to BHD optionholders not associated with JBL.

BHD has commenced proceedings in the Supreme Court of Queensland in relation to the notice of meeting, explanatory memorandum and proxy form issued and dispatched by the Convening Shareholders of the Section 249F Meeting scheduled to be held on 13 June 2019. The company is seeking relief from the court in order to protect the rights of all of its shareholders, including by seeking: a declaration that the Notice of Meeting is invalid; orders restraining the holding of the proposed meeting; and costs.

JBL gives notice of variation of offers to acquire shares in BHD. The bidder varies the share offer and accompanying documents by: increasing the share offer consideration to 1.5 JBL shares for every 1 BHD share; and varying each of the share offers by substituting 1.5 JBL shares for each BHD share for 1 JBL share for each BHD share in each place in which it appears in the bidder's statement and acceptance form.

The board of JBL has resolved to increase the consideration being offered from 1 JBL share per BHD share, to 1.5 JBL share for each BHD share. JBL now offers the following consideration to BHD securityholders: 1.5 JBL shares for each BHD share; 0.5 JBL option for each BHD option. The BHD offer is not subject to any minimum acceptance level.

BHD has received notices from shareholders withdrawing their request that the company call a general meeting to consider resolutions that would replace the current directors with directors of Ramcap Limited. These shareholders represent 0.57% of the issued capital of BHD. The directors of BHD recommend that Shareholders vote AGAINST the resolutions proposed to be considered on 12 June 2019.

JBL's bidder statement has been sent to all BHD bid class security holders. The bidder's statement is for the offer by JBL for 1 JBL share for each of BHD share and/or 0.50 JBL options for each BHD option.

The indicative estimate of the unadjusted net tangible assets of the company's portfolio as at 30 April 2019 is set out as follows: NTA before tax - $0.5514; Deferred tax asset on carry forward realised losses - $0.1075; Deferred tax liability on unrealised income and gains - $(0.0065); NTA after tax - $0.6524.

The company releases a first supplementary bidder's statement in relation to JBL's off-market takeover bid for all of the ordinary shares and issued options in BHD.

The company releases a notice of general meeting. The Directors recommend that Shareholders vote AGAINST all resolutions which are the subject of this General Meeting. The meeting will be held on Wednesday 12 June 2019 at 2.00pm (Brisbane time) at the offices of King & Wood Mallesons, Waterfront Place, level 33, 1 Eagle Street, Brisbane QLD 4000.

BHD refers to the notice of proposed general meeting announced on 22 March 2019. The Directors of the Company unanimously recommend that shareholders vote against all resolutions proposed at the meeting. The directors of the company are concerned by misleading and factually incorrect statements that the shareholders have made in paragraph 3 of the explanatory statement in their notice and will provide a separate response addressing each of the concerns.

BHD has been served with the bidder's statement from JBL in relation to its off-market takeover offers to acquire all of the issued shares and options in BHD that JBL does not currently own. The voting directors of BHD recommend shareholders TAKE NO ACTION until the release of BHD's target's statement.

JBL releases a bidder's statement in relation to the off-market takeover bid for al the ordinary shares and options in BHD. The offer is for 1 JBL share for each of the shareholder's BHD shares and/or 0.50 JBL optoins for each of the BHD options. The offers will close at 7.00pm (Sydney) on 2019 unless extended.

The company received shareholder correspondence regarding an intention to requisition a meeting of shareholders, The requisitioning shareholders confirm their intention to hold the meeting at the offices of Corrs Chambers Westgarth located at Level 42, 111 Eagle Street, Brisbane QLD 4000 at 1.00 pm on 13 June 2019. BHD's directors recommend that shareholders TAKE NO ACTION in relation to any proposed meeting. The directors will provide a response and voting recommendations in relation to any meeting materials.

BHD has received a notice under section 249D of the Corporations Act 2001 , requesting the directors to call and arrange to hold a meeting of members to consider resolutions that would alter the membership of the Board. The notice seeks to move resolutions to: remove Stuart McAuliffe, Peter Aardoom and Bryan Cook as directors; and elect Paul Viney, Warren Cammack and Richard Matthews as directors. The company will take the necessary steps in compliance with its obligations under the Corporations Act.

BHD recomend shareholder TAKE NO ACTION prior to release of BHD's target statement.

JBL announces its intention to make an off-market takeover offer to acquire all of the issued shares and options in BHD that it currently doesn't own. This BHD Offer is an entirely new offer for BHD securities, and among other things, provides increased consideration for BHD shares and options.

BHD's indicative estimate of the unadjusted NTA of the company's investment portfolio as at 31 March 2019 is set out as follows: NTA before tax - $0.5470; Deferred tax asset on carry forward realised losses - $0.1075; Deferred tax liability on unrealised income and gains - $(0.0065); NTA after tax - $0.6480.

In relation to the repayment of $4.5 million payable to BHD, JBL confirms that the balance interest associated with this amount was paid at the end of the quarter in accordance with the conditions of the agreement.

The company issues a response to ASX query.

The company has received a notice of an intention to call a general meeting of the company's shareholders to consider resolutions to appoint and remove certain directors. The Directors of the Company recommend that shareholders TAKE NO ACTION in relation to any proposed meeting. The Directors will provide a response and voting recommendation in relation to any meeting materials which are circulated to members.

On 12 March 2019, JBL requested a variation of Order 6 to extend the date for dispatch from 16 March 2019 to no later than 20 March 2019. JBL required additional time to finalise its Replacement Bidder's Statement in a form acceptable to ASIC. On 14 March 2019, JBL submitted that a further extension to 22 March 2019 may be more appropriate in light of the circumstances that existed at the time. After considering submissions from the parties, the Panel has varied the Orders, including to extend the time for dispatch to 22 March 2019.

The company releases the indicative estimate of the unadjusted net tangible assets of the company's investment portfolio as at 28 February 2019. NTA before tax - $0.5586; Deferred tax asset on carry forward realised losses - $0.1075; Deferred tax liability on unrealised income and gains - $(0.0065); NTA after tax - $0.6596.

The company releases a third supplementary bidder's statement issued by JBL in relation to JBL's off-market takeover bid for all of the ordinary shares and issued options in BHD.

The offers by JBL for all of the shares and options in BHD that it did not currently own have lapsed. BHD has received $4.5 million from JBL in repayment of the JBL Loan.

BHD has received notification from JBL that it intends to allow the JBL Offer for all BHD Shares and BHD Options to lapse. This was announced to the market on 5 March 2019. The practical effect of allowing the JBL Offer to lapse is that there is no longer an Offer in place which is capable of acceptance by BHD Securityholders and all previous acceptances have been cancelled. This means that BHD Securityholders are free to deal with their BHD Securities as they see fit.

JBL has now paid $4.5 million to BHD in repayment of the JBL loan.

The JBL Board has now determined not to proceed further with its current bid for BHD. As a consequence of the orders made by the Takeovers Panel on 8 February 2019, all previous acceptances of JBL's offer for shares and options in BHD are cancelled and JBL's offer will lapse.

The company lodges its Half Yearly Report and Accounts.

In accordance with the orders of the Takeovers Panel dated 8 February 2019, all acceptances which have been received to date by JBL were cancelled on 19 February 2019. Any acceptance received by JBL before the dispatch of a replacement bidder's statement in accordance with the Orders, or by way of a completed acceptance form which was attached to JBL's original bidder's statement dated 31 October 2018, will also be cancelled at the time such acceptance is received by JBL.

The company releases a first supplementary target's statement in response to the offer by JBL to acquire all of BHD's shares. The Voting Directors of BHD recommend that Securityholders TAKE NO ACTION in relation to the JBL Offer and wait until they have received and read in full BHD's Supplementary Target's Statement and Supplementary Independent Expert's Report to be issued by BHD by no later than 30 March 2019.

JBL releases a second supplementary bidder's statement to be read in conjunction with the first supplementary bidder's statement in relation to JBL's off-market takeover bid for all ordinary shares and issued options in Benjamin Hornigold.

The bidder releases a notice of variation of offers. The bidder varies the ofers and the accompanying documents by extending the offer period from 7.00pm (Sydney time) on 1 April 2019 to 7.00pm (Sydne time) on 15 April 2019.

The indicative estimate of the unadjusted net tangible assets of the company's investment portfolio as at 31 January 2019 is set out as follows: NTA before tax - $0.5800; Deferred tax asset on carry forward realised losses - $0.1083; Deferred tax liability on unrealised income and gains - $(0.0065); NTA after tax - $0.6818.

The company has consented to requests by each of JBL, BHD and HML to withdraw its review application. The applications of each of BHD and HML concerned its own affairs and the application of JBL concerned the affairs of both those companies. Each request to withdraw indicated that the applicant did not wish to incur the additional delay which may arise as a result of the stay of the initial Panel's orders pending the decision of the review Panel. The review Panel is satisfied that it is not against the public interest to consent to the applicants withdrawing their applications.

The declaration of unacceptable circumstances for Henry Morgan Limited attached to the Panel's earlier media release TP19/04 contains some cross-referencing errors. A correct declaration is released.

JBL has today served the attached notice issued under section 650D Corporations Act on Benjamin Hornigold Limited, varying the JBL Offer by further extending the closing date. In light of the orders made by the Takeovers Panel today, JBL considered it appropriate to extend the closing date for the JBL Offer until 7.00pm (Sydney time) on Monday, 1 April 2019.

JBL gives notice of variation of offers made in the bidder's statement. The bidder varies the offers and the accompanying documents by extending the offer period from 7.00pm (Sydney time) on 11 February 2019 to 7.00pm (Sydney time) on 1 April 2019.

The Panel has made final orders, the effect of which in relation to each bid includes: At a certain time, all acceptances received by JBL under the bid are cancelled; JBL and the target must dispatch supplementary information, in a form acceptable to ASIC, to all target shareholders explaining among other things the effect of the Panel's declaration and orders; Within a certain period JBL must repay to BHD the $4.5 million loan entered into after the bid was announced upon conversion of a receivable JBL owed to BHD; JBL must then within a certain period dispatch (in a form acceptable to ASIC) either (i) a replacement bidder's statement including certain information prescribed in the orders or (ii) a supplementary bidder's statement stating the bid is closed or has been cancelled. JBL may reintroduce any conditions previously attached to its bid in the replacement bidder's statement; If JBL does not dispatch the replacement bidder's statement before the dates specified in the orders, and the bid remains on foot, the bid is cancelled (and if JBL does not repay the loan, its bid for BHD is cancelled); If the bid is not cancelled, within a certain period of JBL dispatching its replacement bidder's statement, the target must dispatch a supplementary target's statement and supplementary independent expert's report to shareholders which specifically consider certain matters outlined in the orders.

The Panel has received an application from John Bridgeman Limited seeking a review of the Panel's decisions to make a declaration of unacceptable circumstances in relation to the affairs of Benjamin Hornigold Limited and a declaration of unacceptable circumstances in relation to the affairs of Henry Morgan Limited. Each of Benjamin Hornigold Limited and Henry Morgan Limited is separately seeking a review of the Panel's decision to make a declaration of unacceptable circumstances in relation to its affairs.

The Panel has made declarations of unacceptable circumstances in response to applications dated 28 December 2018 by shareholders of Benjamin Hornigold Limited and Henry Morgan Limited in relation to the affairs of each company.

JBL gives notice of variation of the offers made in the bidder's statement. The bidder varies the offers and accompanying documents by varying the date by which the bidder must pay or provide the consideration for the offers.

The Board of Benjamin Hornigold Limited (ASX:BHD) is pleased to announce the appointment of Pitcher Partners as the Company's auditor.

JBL gives notice of variation of the offers made in the bidders' statement. The bidder varies the offers and accompanying documents by extending the offer period from 7.00pm (Sydney time) on 28 January 2019 to 7.00pm (Sydney time) on 11 February 2019. As at the date of this notice, the conditions in Schedule 2 and clause 6.1 of Schedule 3 of the bidder's statement have ether been satisfied or waived and the Offers are unconditional.

The indicative estimate of the unadjusted net tangible assets of the company's investment portfolio as of 31 December 2018 is set out as follows: NTA before tax - $0.5628; Deferred tax asset on carry forward realised losses - $0.0706; Deferred tax liability on unrealised -income and gains - $(0.0034); NTA after tax - $0.6300.

John Bridgeman releases a status of defeating conditions and extension offer.

The Panel has made interim orders1 in response to applications for interim orders dated 28 December 2018 by shareholders in Benjamin Hornigold Limited and Henry Morgan Limited2 in relation to the affairs of each company. The interim orders in relation to Benjamin Hornigold and Henry Morgan state that John Bridgeman and all officers, agents or persons acting on its behalf must not take any further steps to process any acceptances received under each bid. The interim orders have effect until the earliest of further order of the Panel, determination of the proceedings or 2 months from the date of the interim orders.

The Panel has received applications from shareholders in Benjamin Hornigold Limited and Henry Morgan Limited1 in relation to the affairs of each company. The Applicants seek an interim order prohibiting John Bridgeman receiving or processing further acceptances in relation to each bid. The Applicants seek final orders, including orders preventing John Bridgeman from proceeding with, and announcing withdrawal of, each bid.

JBL obtains shareholder approval to allow JBL Offer to continue and ultimately proceed regarding its takeover offer for all of the shares and options in Benjamin Hornigold Limited

Lodges JBL off-market takeover bid for BHD

The indicative estimate of the unadjusted net tangible assets of the company's investment portfolio as at 30 November 2018 is set out as follows: NTA before tax - $0.5853; Deferred tax asset on carry forward realised losses - $0.0706; Deferred tax liability on unrealised income and gains - $(0.0034); NTA after tax - $0.6525.

The company releases a target's statement in response to the offer by John Bridgeman Limited to acquire all of shares in Henry Morgan Limited. The Voting Directors of HML recommend that, in the absence of a Superior Proposal, shareholders ACCEPT the JBL Offer to purchase all of your HML Shares for 0.95 JBL Shares per HML Share.

The company releases its 2018 Annual General Meeting Results.

JBL confirms that its takeover bids remain ongoing, with each offer open for acceptance until 14 January 2019.

BHD has not yet lodged its Target's Statement in response to the Bidder's Statement and Supplementary Bidder's Statement. Anticipated lodgement and dispatch of the Target's Statement and Independent Expert's Report is 7 December 2018. Shareholders and Optionholders who accept the JBL Offer from 23 November 2018 DO NOT HAVE WITHDRAWAL RIGHTS. BHD's Voting Directors recommend that Shareholders TAKE NO ACTION in relation to the JBL Offers until they are in receipt of the Target's Statement and accompanying Independent Expert's Report.

The Panel has affirmed the decisions of ASIC to refuse relief under s655A(1)1 to Benjamin Hornigold and Henry Morgan to: extend time for the dispatch of their target's statements and permit them to lodge incomplete target's statements.

The Panel has received an application from Benjamin Hornigold Limited for a review of ASIC decisions under s655A(1). The Panel has also received an application from Henry Morgan Limited for a review of ASIC decisions under s655A(1). A sitting Panel has been appointed to consider this matter (Yasmin Allen, James Dickson (President) and Bruce McLennan).

The company releases a supplementary bidder's statement issued by JBL in relation to the off-market takeover bid.

John Bridgeman Limited gives notice of variation of the offers dated 6 November 2018. The bidder varies the offers by extending the offer period from 7.00pm (Sydney time) on 7 December 2018 to 7.00pm (Sydney time) on 14 January 2019. The bidder advises that: the date for giving notice on the status of conditions will be postponed by the same period, making the new date for that notice 7 January 2019; and each offer has not been freed from all of the conditions of the applicable offer, nor have all of the conditions of the applicable offer been fulfilled as at the date of this notice.

The company's indicative estimate of the unadjusted net tangible assets of the company's investment portfolio as at 31 October 2018 is set out as follows: NTA before tax - $0.5852; deferred tax asset on carry forward realised losses - $0.0706; deferred tax liability on unrealised income and gains - $(0.0034); and NTA after tax - $0.6524.

JBL notes that the Bidder's Statements for each of BHD and HML which were recently despatched. These statements must be read in the context of JBL's announcement on 10 September 2018 and other information proided in the bidder's statements despatched by JBL. The unanimous recommendations of each of the HML voting directors and BHD voting directors is subject to a number of conditions. JBL recommends that HML shareholders and BHD shareholders and optionholders read the respective bidder's statements carefully and in full.

JBL has completed dispatch of the bidder's statement dated 31 October 2018 and offers contained in the bidder's statement dated 6 November 2018 in respect of Benjamin Hornigold. The bidder's statement and offer were sent to each person other than JBL who were registered holders of BHD shares and/or registered holders of BHD options at 7:00pm (Sydney time) on 1 November 2018 being the date set by JBL in the Bidder's statement.

The company releases its Corporate Governance Statement.

The company releases its Appendix 4G.

The company lodges its Annual Report to shareholders.

John Bridgeman Limited issues a bidder's sattement in relation to the company's off-market takeover bid for all the ordinary shares and options in Benajamin Hornigold Limited.

Notice is given that the Annual General Meeting of Benjamin Hornigold Limited will be held on Friday 30 November 2018 at 1.00pm (Brisbane time) at the Australian Institute of Company Directors, Level 9, 123 Eagle Street, Brisbane QLD 4000.

As shareholder approval was required to be obtained by 30 September 2018, and that date has now passed, JB Trading House has given notice to the Company that it terminates the convertible note transaction. The Board is disappointed with this outcome, but awaits the results of the off-market takeover offer announced by John Bridgeman Limited for all of the issued shares and options in BHD that it does not own.

The Company advises that Bidder's Statements in respect of each of the takeover bids for HML and BHD are in the process of being finalised. The Board anticipates that these documents will be lodged shortly.

The company releases the indicative estimate of the unadjusted net tangible assets of the Company's investment portfolio as at 30 September 2018.

In relation to the bid implementation agreements, JBL now confirms that it is satisfied with its due diligence enquiries in respect of both HML and BHD. Bidder's Statements in respect of each of the takeover bids for HML and BHD are in progress and will be despatched in due course.

The company lodges its Full Year Statutory Accounts.

The indicative estimate of the unadjusted net tangible assets of the Company's investment portfolio as at 31 August 2018 is as follows: NTA backing before tax - $0.6487; Deferred tax asset on carry forward realised losses - $0.0661; Deferred tax liability on unrealised income and gains - ($0.0034) and NTA after tax - $0.7114. The adjustments made reflect preliminary audit reconciliations, trading profit and loss, and corporate actions completed. The Company is in the process of finalising its audited accounts and has adopted a strictly conservative approach in determining the NTA calculations for the period.

John Bridgeman Limited is pleased to announce its intention to make off-market takeover offers to acquire: all of the issued shares in Henry Morgan Limited that it currently does not own and all of the issued shares and options in Benjamin Hornigold Limited that it currently does not own. The Offers are not interdependent.

The company lodges its Preliminary Final Report.

The company provides an update on the independent's expert's report. Hanrick Curran, the Independent Expert, has now expanded their IER by providing further information as to the conclusions reached in their report in response to queries from the ASX.

The company issues a response to ASX Query Letter.

The indicative estimate of the unadjusted net tangible assets of the company's investmen portfolio as at 31 July 2018 is as follows: NTA backing before tax - $0.8056 (updated 30 June 2018) - $0.7783 (31 July 2018); Deferred tax asset on carry forward realised losses - $0.0651 (Updated 30 June 2018) - $0.0651 (31 July 2018); Deferred tax liability on unrealised income and gains ($0.0370) (Updated 30 June 2018) - ($0.0370) (31 July 2018) and NTA after tax - $0.8338 (Updated 30 June 2018) - $0.8064 (31 July 2018).

The Company advises that JBL has now bought back and cancelled the JBL Securities. This action effectively cancels the transaction in satisfaction of ASX Listing Rule 10.9.1.

JBL advises that it has now bought back and cancelled the following JBL Securities: Number of securities on issue before the start of the buy-back - 26,766,945 (ordinary shares) - 2,272,878 (options); Number of securities bought back from HML and cancelled - 1,398,573 (ordinary shares) - 1,398,573 (options) - Number of securities bought back from BHD and cancelled - 536,585 (ordinary shares) - 536,585 (options); Number of securities on issue after the buy-back - 24,831,787 (ordinary shares) - 337,720 (options) - Consideration paid per security - $2.05 (ordinary shares) - $0.00 (options).

Following a scheduled ASX internal system change affecting the Market Announcements Platform, it has been necessary to re-apply the "˜Suspend' session state. This announcement serves to re-confirm the securities of this entity remain suspended.

The securities of Benjamin Hornigold Limited will be suspended from quotation immediately, in accordance with Listing Rule 17.3, pending further enquiries on the proposed convertible note transaction last announced by the Company on 6 July 2018.

listed entity carried for record purposes only