Damstra Holdings Limited (ASX:DTC) entered into scheme of arrangement to acquire Vault Intelligence Limited (ASX:VLT) for AUD 59.4 million on July 8, 2020. Vault shareholders will receive 1 Damstra ordinary share per 2.9 Vault ordinary shares. Following the transaction, Vault will become a wholly-owned subsidiary of Damstra. Vault must pay a break-fee of AUD 0.5 million to Damstra if a Vault Director changes their recommendation or Voting Intention, a competing proposal completes, or an agreement to implement a competing proposal is entered into, within 12 months of that competing proposal being made or Damstra terminates the agreement as a result of an unremedied material breach by Vault. Damstra must pay a break-fee of AUD 0.5 million to Vault if Vault terminates the agreement due to an unremedied material breach by Damstra. David Moylan, Chief Executive officer and Founder of Vault, will remain with Damstra. No amount is payable by Vault or Damstra, if the Scheme becomes Effective. All Director & executive options would roll into Damstra Holdings with the same vesting conditions, the price and number of options would convert, if proposed acquisition become successful.

The transaction is subject to court approval, shareholder approval of Vault, subject to ASX approval on the official quotation of the New Damstra Shares, independent expert concludes that the Scheme is in the best interests of Vault Shareholders and not changing that conclusion. The Board of Directors of Vault unanimously recommend the transaction to be in the best interests of Vault's shareholders. As of October 2, 2020 the transaction was approved by shareholders of Vault. As per announcement of August 28, 2020, The Federal Court has approved dispatch of Vault scheme booklet to the holders of Vault. At the second Court hearing to be held on October 7, 2020, the Court will consider whether to approve the scheme following the vote at the scheme meeting. It should also be noted that Damstra and Vault will continue to operate on a separate and independent basis until the transaction is completed. On October 7, 2020, Federal Court of Australia (Court) has made orders approving the scheme of arrangement and the Court orders are expected to be lodged with the Australian Securities and Investments Commission (ASIC) by October 8, 2020, at which time the Scheme will become legally effective. As on October 8, 2020, the Federal Court of Australia orders have been logged with the Australian Securities and Investments Commission and scheme became effective. The scheme will be implemented on October 19, 2020 .Damstra's financial results for FY21 will only include for the part of FY21 following completion of the Acquisition where Vault is under Damstra's ownership.

James Lonie of HWL Ebsworth acted as legal advisor and Link Market Services Limited acted as registrar to Vault Intelligence. Alex Kauye, Wes Bainbridge, Alon Takac and Rose Burnfield of Gilbert & Tobin acted as legal advisor and Computershare Investor Services Pty Limited acted as registrar to Damstra.