INABOX GROUP LIMITED (ASX.IAB)

name changed to IAB Holdings Limited

The company has submitted a formal application for the removal of IAB from the official list of the ASX. The ASX is not required to act on the Company's request to Delist and may require conditions to be satisfied before agreeing to the request. It is the intention of IAB to satisfy any such conditions imposed by ASX to ensure IAB's removal from the Official List.

The general meeting of shareholders will be held at 11.30am on Tuesday, 15 January 2019 at Addisons Lawyers, Level 12, 60 Carrington Street, Sydney NSW 2000. The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2 in this Notice of Meeting.

The company releases a notification of a dividend/distribution.

The sale of its main undertaking to MNF Group has completed. At completion, the Company received $34.5m in cash. IAB will pay to shareholders part of the Cash Consideration by a Special Dividend. Accordingly, a fully franked Special Dividend of $0.29 per share has been declared. After payment of the Special Dividend, IAB plans to distribute its remaining surplus cash, expected to equate to at least $0.61 per share, through one or more capital returns. The Company will seek shareholder approval to return capital at a general meeting to be held on 15th January 2019. With the Company's main undertaking sold and it having no operating business, the Board intends to, as quickly and efficiently as possible, distribute surplus cash to shareholders, delist IAB from the ASX and conduct an orderly winding up of the Company and its remaining entities. The Board believes this approach will allow the maximum return of surplus cash to shareholders.

MNF Group has completed the purchase of the Wholesale and Enablement Business of Inabox Group. MNF Group paid $34.5m for IAB's business which has been funded using its debt facility.

The securities of Inabox Group Limited will be placed in trading halt at the request of IAB, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Friday, 14 December 2018 or when the announcement is released to the market.

SB&G announced on 15 November 2018 its intention to make an off-market takeover bid for all of the issued ordinary shares in Inabox Group Limited for $0.90 per share. SB&G Telecoms subsequently wrote and advised that the SB&G Offer had been improved from $0.90 to $0.95 per share. The Improved SB&G Offer was subject to three conditions, the first of which was that IAB shareholders not approve the disposal of IAB's main undertaking to MNF Group Limited. IAB has announced to ASX that IAB shareholders have approved the disposal of IAB's main undertaking to MNF Group at the general meeting held earlier today. This means that the No Approval Defeating Condition has been triggered and can no longer be satisfied. As a result, SB&G Telecoms is withdrawing its proposed Offer.

At the IAB general meeting held earlier today, , IAB shareholders voted resoundingly in favour of divesting their main business undertaking. This was the only condition required for MNF to complete the acquisition of the Wholesale and Enablement Business from IAB. MNF will now work constructively with the IAB team to complete the transaction over the coming few days.

The company releases the results of meeting.

The company releases the Chairman's Address to Shareholders.

The securities of Inabox Group Limited will be placed in trading halt at the request of IAB, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Tuesday, 11 December 2018 or when the announcement is released to the market.

Given the expected $0.90 per share payment to shareholders (comprising a dividend and one or more returns of capital) and certainty under the Improved MNF Transaction, the Inabox board unanimously recommends shareholders vote in favour of the Improved MNF Transaction in the absence of a superior proposal, and recommends they take no action in respect to the Improved SB&G Takeover Offer when it is made.

The securities of Inabox Group Limited will be placed in trading halt at the request of IAB, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Monday, 10 December 2018 or when the announcement is released to the market.

Trading in the securities of the entity will be temporarily paused pending a further announcement.

Having reviewed the details in the revised SB&G proposal, the MNF Board's opinion remains that completion of the MNF agreement still provides more value, more certainty and significantly less risk to IAB shareholders than the revised SB&G proposal. The IAB Board has announced a clear timeframe and mechanism for payments to shareholders in relation to the MNF agreement. MNF considers the revised SB&G proposal is currently incomplete and contains a high degree of complexity and execution risk. The revised SB&G proposal is dependent on future actions and events which are not within the control of SB&G. If those events do not occur as SB&G have described, all or some IAB shareholders could be stranded with their shareholding in IAB diluted.

The company's board has sought answers to a number of questions about the revised takeover proposal from SB&G Telecoms. A response from SB&G Telecoms to these questions was received today.

After market close on Monday, 3 December 2018, it received a revised takeover proposal from SB&G (Telecoms) Pty Ltd. The general meeting convened for 10am (AEDT) and Friday, 7 December 2018 will proceed as scheduled.

The securities of Inabox Group Limited will be placed in trading halt at the request of IAB, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Thursday, 6 December 2018 or when the announcement is released to the market.

The Company wishes to advise shareholders that the Adjourned General Meeting will be held on Friday, 7 December 2018 at 10.00am (AEDT) at CEDA, Level 14, 9-13 Hunter Street, Sydney NSW 2000.

MNF Group improves agreement for acquisition of Wholesale and Enablement Business from Inabox Group. MNF will now pay IAB $34.5m in cash for the same business assets, subject to approval at an Extraordinary General Meeting of IAB shareholders. MNF has simplified its terms by making completion payment conditional only on a majority of IAB shareholders voting in favour of the MNF transaction at IAB's adjourned EGM, which is scheduled to re-convene on the 7th of December 2018.

Inabox announces improved price and terms of the sale to MNF Group. Inabox board unanimously recommends that shareholders approve Improved MNF Transaction in the absence of a superior proposal, and take no action on SB&G proposed takeover. Indirect business to be sold for cash price of $34.5m on a debt-free basis. Full purchase price payable at or shortly after completion. Completion of the Improved MNF Transaction is unconditional except for approval by Inabox shareholders.

The securities of Inabox Group Limited will be placed in trading halt at the request of IAB, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Friday, 23 November 2018 or when the announcement is released to the market.

Trading in the securities of the entity will be temporarily paused pending a further announcement.

In light of the Company receiving an unsolicited takeover proposal from SB&G Telecoms on 15 November 2018, the General Meeting of Inabox Group Limited (convened to consider the disposal of the main undertaking of Inabox Group Limited to MNF Group Limited) was adjourned to a future date. Also, at the AGM, resolutions 1 and 2 were passed as ordinary resolutions.

The company releases an AGM Presentation and Trading Update.

The company releases the Chairman's Address to Shareholders.

The board of MNF acknowledges that on November 15 2018, Inabox Group received a proposal for an off-market offer for the shares of IAB. This new offer in effect competes with the current offer by MNF to acquire the business assets of IAB. The IAB board has announced it will adjourn its EGM to vote on the sale of the business assets to MNF while it considers the new proposed competing offer. MNF has analysed the current information available on the competing offer and is of the opinion that the MNF offer still provides more value to IAB shareholders.

The company requests a trading halt pending the release by the Company of a trading update and FY19 Outlook. The trading halt will remain in place until the earlier of the commencement of normal trading on Tuesday 20 November 2018, or until the release of an announcement by the Company.

Trading in the securities of the entity will be temporarily paused pending a further announcement.

The company has received notice from the SB&G Group consortium that a subsidiary of the consortium, SB&G intends to make an all"“cash offer to acquire all of the shares in the Company through a conditional off market takeover bid at a price of $0.90 cash per share. The Takeover Proposal advises also that SB&G Telecoms has acquired an interest in 19.9% of the fully paid ordinary shares in the capital of the Company.

The securities of Inabox Group Limited will be placed in trading halt at the request of IAB, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Monday, 19 November 2018 or when the announcement is released to the market.

Trading in the securities of the entity will be temporarily paused pending a further announcement.

The company provides an update regarding its proposed plans if the sale of the indirect business is approved by shareholders and completed. The interest of shareholders is likely to be best served by: distributing to shareholders all surplus cash efficiently in accordance with the provisions of the Corporation and Income Tax Laws; and at the appropriate time, delisting the listed vehicle (proposed to be renamed IAB Holdings Limited) from the ASX and carrying out an orderly winding up of the Company and its remaining subsidiaries.

The company releases its Corporate Governance Statement.

The company releases a notice of AGM. The AGM will be held on Monday 19 November 2018 at CEDA, Level 14, 9-13 Hunter Street, Sydney 2000, NSW at 10.30am, or immediately after the Extraordinary General Meeting of the Company which has been convened to consider the disposal of the Indirect business.

The company releases a notice of general meeting. The general meeting of the company in relation to the sale agreement will be held at 10.00am on Monday 19 November 2018 at CEDA, Level 14, 9-13 Hunter Street, Sydney 2000, NSW.

The company announces the sale of its indirect business to MNF Group. All operating subsidiaries will be sold to MNF Group for up to $33.5m in cash. Total cash distribution to shareholders potentially in excess of $0.80 per share. Transaction is subject to shareholder approval at a general meeting, expected to be held in November. Directors unanimously recommend shareholders vote in favour of the Transaction in the absence of a superior offer.

MNF Group is pleased to announce that it has entered into an agreement to acquire the wholesale and enablement business from Inabox Group. MNF will pay between $30.5m and $33.5m in cash subject to all earn out conditions being met and final calculation of working capital. Based on normalised FY18 performance, the Board anticipates the acquisition to generate revenues of $55.0m and approximate EBITDA of $4.2m before potential synergies and savings.

The company releases its Appendix 4G.

The company lodges its Financial Report 2018.

The company releases an amended version of its FY18 Results Presentation.

The company releases its FY18 Results Presentation.

The company lodges its Results for FY18 and Outlook for FY19.

The company lodges its Preliminary Financial Report 2018.

The company has sold its Direct business unit to 5G Networks Limited. The sale clears the way for Inabox to maximise the contribution from its most profitable growth engine, its Indirect business. This leaves the Company more focused, with lower costs, higher margins, higher overall net profit after tax and lower debt levels.

5GN adds $43m of revenue via the acquisition of Inabox's direct businesses. The purchase price of $5.7m represents a 2x EBITDA multiple once immediate synergies are recognised. A number of synergies and cross sell opportunities have been identified across the group. 5GN network rollout across Australia is expected to be fast tracked. The acquisition will be fully funded from existing cash flows and will be cash flow positive.

Following a scheduled ASX internal system change affecting the Market Announcements Platform, it has been necessary to re-apply the "˜Trading Halt' session state. This announcement serves to re-confirm the securities of this entity remain in Trading Halt on the terms set out in ASX's previous trading halt announcement.

The securities of Inabox Group Limited will be placed in trading halt at the request of the Company, pending the release of an announcement by the Company. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Tuesday, 7 August 2018 or when the announcement is released to the market.

listed entity carried for record purposes only