2CC - 2 Cheap Cars Group

[Otago K]

Takeover Notice under Rule 41 of the Takeovers Code - 2CC
13/07/2026, 08:31 NZST, TRANSACT
Sena & Co Limited (Sena & Co) gives notice pursuant to rule 41 of the Takeovers Code that it intends to make a full offer under the Takeovers Code to purchase all of the ordinary shares in 2 Cheap Cars Group Limited (2CC) not already held by Sena & Co.

Offer price is 80 cents per share.

lorraina

Could I please ask your view on the adequacy of the 80c, envisage you might not be a greatly enthusiastic seller, but mindful that you are a long term advocate of the cashflow merits in 2CC so I would genuinely appreciate your perspective?

Discl : smaller % holder in entity from trading levels a year back so personally couldn't complain about 80c

[lorraina]

80 cents does appear to be on the lite side.
Like you however I could not complain about it.
I have been told to leave accepting any offer to the last minute,which I will do.
Not rational,however the funds [non taxable profit] would pay off the granddaughter's mortgage and leave us with a substantial amount to reinvest..

Disc wife and I combined hold 2.8% of the company.

[Basil]

Congrats. Tina said she's happy to give you a bigger hug.

[SCOTTY]

Well done Lorraina 👍. I'll probably wait for the compulsory purchase once 90% is reached - usually the top price 🤔

[lorraina]

Yes early days.
In guess we will see an independent report,etc.

My "fair value" price is $1.20....

[Otago K]

Yes early days.
In guess we will see an independent report,etc.

My "fair value" price is $1.20....

Thanks lorraina
I'd logged back in to say after taking a walk my gut was saying something closer to your mark would be what
I would walk away feeling satisfied in the here and now. Appreciate not yet time to decide but agree likely best option is to wait.

[Stockgathering]

Yes early days.
In guess we will see an independent report,etc.

My "fair value" price is $1.20....

I agree, average free cashflow according to Invest Direct for the last 5 years was just over $5m a year.
We should not let this go to cheaply.

[lorraina]

Receipt of Takeover Notice

2 Cheap Cars Group Limited (NZX:2CC) (2CC) advises that it has received a Takeover Notice (Notice) under the Takeovers Code from Sena & Co Limited (Sena & Co), indicating its intention to make a full takeover offer (Offer) for 100% of the fully paid ordinary shares in 2CC not already owned by it.

A copy of the Notice is attached. This does not constitute a formal takeover offer. If Sena & Co proceeds to make a takeover offer, it must do so within the period that begins 10 working days and ends 20 working days after today. Shareholders should be aware that Sena & Co is not legally obliged to make an offer during this period and, if it does not do so, the Notice will lapse.

Based on the Notice materials provided by Sena & Co, the proposed consideration would be for $0.80 in cash per share.

Sena & Co is the majority shareholder of 2CC, holding approximately 76% of the Shares in 2CC. It is wholly owned by the trustees of the Sena Family Trust, of which Yusuke David Sena, 2CC's CEO and director, is a trustee and beneficiary.

A Takeover Committee (Committee) of the 2CC Board comprising the independent directors, Michael Stiassny (chair of Committee) and Gordon Shaw, has been established. The Committee will manage engagement with Sena & Co, and consider and respond to the Notice and any ensuing takeover offer.

2CC has appointed Simmons Corporate Finance Limited as the independent adviser to provide a report on the merits of the Offer. 2CC has also appointed MinterEllisonRuddWatts as legal adviser and Craigs Investment Partners as financial adviser.

2CC and Sena & Co have entered into a costs reimbursement agreement, under which Sena & Co agrees to reimburse certain costs incurred by 2CC and its directors in connection with the Offer, including for the period prior to receipt of the Notice.

Should Sena & Co proceed to make a formal takeover offer, it is currently proposed that 2CC will issue a Target Company Statement at the same time as the formal takeover offer is made. This will include an Independent Adviser's Report and comments from the Committee on the actions shareholders should take.

2CC recommends that shareholders do not take any action until they have received and considered:
•the formal offer documentation from Sena & Co; and
•2CC's Target Company Statement, including the Independent Adviser's Report.

2CC will continue to keep shareholders informed.

For enquiries, please contact Angus Guerin, CFO: angus.guerin@2ccgroup.co.nz

Announcement authorised by:

Michael Stiassny - Independent Director, Chair
Gordon Shaw - Independent Director