PEPPER GROUP LIMITED(PEP)

delisted from the close of trading on Tuesday, 5 December 2017 pursuant to Listing rule 17.11.

we understand Red Hot Australia Bidco Pty Limited (Bidco), an entity indirectly owned by certain funds, clients or accounts managed or advised by KKR Credit Advisors (US) LLC or its affiliates, was successful with an offer of $3.60 for each Pepper Share plus a fully franked Special Dividend of 10 cents a share unless shareholders elected the Equity Alternative of one share in Red Hot Australia Holdco Pty Limited (Holdco, the owner of 100% of the shares in Bidco) for each Pepper Share or retained all of their Pepper Shares in which event, Bidco may compulsorily acquire the shares at any time in the 3 year period from the Implementation Date for a cash amount per Retained Pepper Share equal to the then fair market value of a Holdco Share

Elections to receive the Scrip Option or the Retention Option closed at 5.00pm (Sydney time) on 9 November 2017. Valid elections for the Retention Option received by Pepper Shareholders by the Election Date now correspond to a total of 10,352,713 Pepper Shares as at the Scheme Record Date (equal to approximately 5.62% of the total issued Pepper Shares). As this does not exceed 9.9% of Pepper Shares on issue, those Pepper Shareholders will retain all of their Pepper Shares that they held as at the Scheme Record Date and will not be scaled back.

The securities of Pepper Group Limited will be suspended from quotation at the close of trading today, Tuesday 21 November 2017, in accordance with Listing Rule 17.2, following lodgement of the Federal Court of Australia orders with the Australian Securities and Investments Commission approving the scheme of arrangement by which Red Hot Australia Bidco Pty Ltd will acquire all the ordinary shares in the Company.

listed entity carried for record purposes only