Notice of Special Meeting 30 March 2020

CSM GROUP LIMITED


NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS





























If you have sold or otherwise transferred all of your shares in CSM Group Limited, please pass
this Notice of Meeting, together with the accompanying documents, as soon as possible to the
purchaser or transferee or to the broker or other person who arranged the sale or transfer of
your shares.

1




CHAIRMAN’S LETTER

Dear Shareholders,

The Board of CSM Group Limited (Company) is seeking shareholder approval for the
implementation of a significant operational and capital restructure which has been negotiated
and endorsed by the Board of the Company, subject to shareholder approval (Restructure).
Principal components of the Restructure
The Restructure comprises the following principal transactions:
 The purchase (Acquisition) of 100% of the shares on issue (TGBC Shares) in The Good Brand
Company Limited (The Good Brand Company) for a total consideration of $5.55 million. The
Good Brand Company is a sales and marketing business, which in turn owns Me Today NZ
Limited (together with The Good Brand Company, Me Today Group) (which represents the
wellness brand Me Today) both of which operate in the health and wellness sector.
- A description of the Me Today Group is contained in pages 14 to 32 of the Profile that
accompanies this Notice of Meeting;
- A diagram showing the structure of the CSM group before and after the completion of
the Restructre is contained on page 14 of the Profile;
- The Acquisition of the Me Today Group constitutes a “reverse listing” transaction,
whereby the Me Today Group essentially become listed on the NZX Main Board by virtue
of its acquisition by CSM.
- The Acquisition also comprises a “major transaction” in terms of the Companies Act and
the NZX Listing Rules.
 The issue of 1.11 billion new fully paid ordinary shares in the Company (Consideration
Shares), at an issue price of $0.005 per share, to the vendors of the Me Today Group in
satisfaction of the payment of the purchase price payable by the Company for the
Acquisition.. Given the quantum of the Consideration Shares to be issued to the vendors of
the TGBC Shares as a percentage of the existing CSM shares on issue, the Takeovers Code
applies to the issue of those Consideration Shares.

 In conjunction with the completion of the Acquisition, the Company proposes to undertake
a capital raising and raise $1.5 million of new capital by the issue of 300 million new fully
paid ordinary shares in the Company (Placement Shares) to a number of wholesale
investors at an issue price of $0.005 per Share. The issue of the Placement Shares will
provide the Company with additional growth capital to fund the development opportunities
available to the Me Today Group post completion of the Acquisition, and the ongoing
working capital requirements of the Me Today Group. The issue of 220 million of the 300
million Placement Shares to Hunter Holdings Limited comprises a “related party”
transaction in terms of the NZX Listing Rules.
 Should the Restructure proceed, the issue of the 1.11 billion Consideration Shares and the
300 million Placement Shares will mean that existing CSM shareholders will be diluted down
to holding 22.72% of the total number of shares on issue in CSM after the completion of
the Restructure.

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The Restructure effectively values the Company at approximately $2.1 million prior to the
Restructure, which in the Board's opinion, represents a fair valuation of the Company having
regard to the Company's anticipated cash position as at the completion date for the Restructure
(circa $1.6 million), and the intangible value of the Company as a "listed shell", which has been
valued at $500,000.
1


Key Risks associated with the Acquisition

As with any acquisition, the proposed purchase of the TGBC Shares presents a number of risks
that should be drawn to the attention of CSM shareholders. The Board’s view is that the most
significant risk factor that could affect the value of CSM shares is the fact that the Me Today
Group is comprised of two early stage companies. To a large extent, risk factors affecting early
stage companies are generic in nature, but these are described in more detail in section 6 (pages
40 to 44) of the Profile that accompanies this Notice (risks to the Me Today Group’s business
and plans).

In addition to early stage company risk, the Board consider the following risks to be the material
risk factors that could affect the Me Today Group, and by extension the value of CSM shares:
 Dependence on key personnel
 Marketing and brand cut through
 Competition
 Management of growth opportunities
 Trade marks and intellectual property
 Offshore markets
 Regulatory risk
 Third party dependency
As part of the suite of documentation that is provided to you, CSM has commissioned an
Independent Adviser’s Report and Appraisal Report. That report has been prepared by Simmons
Corporate Finance Limited to opine on certain matters required in terms of the NZX Listing Rules
and the Takeovers Code. Several relevant observations extracted from the report are contained
in page 16 of this Notice of Meeting.

Collateral matters to be considered
In conjunction with the Restructure, the following resolutions are also being tabled at the Special
Meeting:
 The appointment of five new directors of the Company. On completion of the Restructure,
four of the existing directors of the Company (Sean Joyce, Richard Shi, Tim Preston and Ping
Li) will resign and each of Grant Baker, Stephen Sinclair, Michael Kerr, Hannah Barrett and
Antony Vriens will be appointed as directors of the Company;

 An increase of the sum of directors fees payable to directors of the Company, to an
aggregate sum not exceeding $450,000 per annum;

1
The valuation of $500,000 attributable to the listed shell has been calculated by deducting the cash held by CSM
from the total value atrributable to CSM of $2.1 million for the purposes of benchmarking the proportionate value of
CSM against the Me Today Group.

3





 The revocation of the existing constitution of the Company, and the adoption of a new
constitution to reflect updates to the NZX Listing Rules;

 The appointment of BDO as the auditor for the Company.

The settlement of the Restructure is conditional upon resolutions 1 to 11 being approved.
Board recommendation

Having regard to the business opportunity afforded to the Company by the Acquisition, the
exciting sector in which the Me Today Group operates, the reputation of the stakeholders
behind the Me Today Group, and the prospects for the Me Today Group in the future, the Board
considers that the Acquisition represents an exciting opportunity for the Company and its
shareholders.

The Board recommends that all shareholders read the Profile, the Independent Advisor’s Report
and Appraisal Report that accompany this Notice of Special Meeting.

The Board of CSM Group Limited is very pleased to present the Me Today Group Acquisition to
shareholders for their consideration. We encourage shareholders to approve all of the
resolutions at the Special Meeting.


Yours faithfully



Roger Gower
Chairman

4


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Special Meeting of Shareholders of CSM Group Limited
(Company) will be held at the offices of Link Market Services, Level 11, 80 Queen Street,
Auckland CBD, Auckland 1010 on Monday, 30 March 2020 at 11.00 am.

The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each
resolution by the shareholders of the Company pursuant to the NZX Listing Rules (Listing Rules),
the Companies Act 1993 (Act), the constitution of the Company (Constitution) and the
Takeovers Code (the "Code").

BUSINESS OF THE MEETING
1. Acquisition of 100% of the shares on issue in The Good Brand Company Limited (“The
Good Brand Company”) – Special Resolution – Listing Rule 5.1.1 and Section 129 of the
Companies Act 1993

To consider and, if thought fit, pass the following resolution as a special resolution of the
Company:

"The Reverse Listing Agreement entered into between the Company and the shareholders of
The Good Brand Company (Sale Agreement), pursuant to which the Company has agreed to
acquire 100% of the shares on issue in The Good Brand Company (TGBC Shares) for $5.55
million, which consideration will be satisfied by the issue of 1.11 billion new ordinary fully
paid shares in the Company to the shareholders of The Good Brand Company (or their
nominees), and the transactions described in the Sale Agreement are approved, and that the
Directors be authorised to take all actions, do all things and execute all documents and
agreements necessary or considered by them to be expedient to give effect to such
transactions."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

2. Issue of 1,110,000,000 ordinary fully paid shares to MTL Securities Limited as nominee of
the shareholders of The Good Brand Company (“Consideration Shares”) – Ordinary
Resolution – Listing Rule 4.1.1 and Takeovers Code

If resolution 1 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"The Directors of the Company are authorised to issue 1,110,000,000 ordinary fully paid
shares to MTL Securities Limited at an issue price of $0.005 per share in satisfaction of the
purchase price payable under the Sale Agreement (“Consideration Shares”) on the date of
the completion of the Acquisition of the TGBC Shares, and are further authorised to take all
actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Consideration Shares, such Consideration
Shares when issued, shall rank pari passu (equally) with all existing ordinary shares of the
Company."

5




The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

3. Issue of 300,000,000 new ordinary fully paid shares to wholesale investors (“Placement
Shares”) – Ordinary Resolution – Listing Rule 4.1.1

If resolution 2 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"The Directors of the Company are authorised to:

(a) issue 300,000,000 ordinary fully paid shares to wholesale investors (“Placement
Shares”) at an issue price of $0.005 per Placement Share; and

(b) take all actions, do all things and execute all documents and agreements necessary
or considered by them to be necessary or expedient to issue the Placement Shares,

such Placement Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

4. Issue of 220,000,000 new ordinary fully paid shares to Hunter Holdings Limited (“Related
Party Shares”) – Ordinary Resolution – Listing Rule 5.2.1

If resolution 3 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"The Directors of the Company are authorised to:

(a) issue 220,000,000 ordinary fully paid shares to Hunter Holdings Limited (“Related
Party Shares”) at an issue price of $0.005 per Related Party Share; and

(b) take all actions, do all things and execute all documents and agreements necessary
or considered by them to be necessary or expedient to issue the Related Party Shares,

such Related Party Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
5. Appointment of Grant Baker as Director – Ordinary Resolution

If resolution 4 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"Grant Baker be appointed as a director of the Company with effect from completion of the
Acquisition."

6




The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
6. Appointment of Stephen Sinclair as Director – Ordinary Resolution

If resolution 5 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"Stephen Sinclair be appointed as a director of the Company with effect from completion of
the Acquisition."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
7. Appointment of Michael Kerr as Director – Ordinary Resolution

If resolution 6 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"Michael Kerr be appointed as a director of the Company with effect from completion of the
Acquisition."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
8. Appointment of Hannah Barrett as Director – Ordinary Resolution

If resolution 7 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"Hannah Barrett be appointed as a director of the Company with effect from completion of
the Acquisition."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
9. Appointment of Antony Vriens as Director – Ordinary Resolution

If resolution 8 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:

"Antony Vriens be appointed as a director of the Company with effect from completion of
the Acquisition."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

10. Approval of Directors’ Fees – Ordinary Resolution

If resolution 9 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:

7




"That the aggregate maximum amount of fees which can be paid to the Directors be set at
$450,000 in respect of each financial year, where such amount (or lesser amount
determined by the Directors for a financial year) will be divided among the Directors in such
proportion and in such manner as they may agree."

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

11. Revocation of existing constitution and adoption of a new constitution – Special
Resolution

If resolution 10 is passed, to consider, and if thought fit, pass the following resolution as a
special resolution of the Company:

“That the existing constitution of the Company is revoked, and the form of constitution
tabled at the Meeting, and referred to in the Explanatory Notes to Resolution 9 of this Notice
of Meeting, is adopted as the constitution of the Company.”

The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

12. Appointment of BDO as Auditor and Remuneration of Auditor – Ordinary Resolution

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That:

(a) BDO be appointed as the auditor for the Company; and

(b) the Board are authorised to fix the remuneration of the Company’s new
auditor, BDO, for the forthcoming financial year.”

This resolution is independent of resolutions 1 to 11, and is not conditional upon resolutions
1 to 11 being approved by the shareholders of the Company.

NOTES
1. EXPLANATORY NOTES

Explanatory Notes for Resolutions 1 to 12 are set out in the following pages. Additional
information about the subject matter of the resolutions is contained in the Profile, the
Independent Adviser’s Report and Appraisal Report that accompany this document.
2. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead.
A proxy need not be a shareholder of the Company.

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The Chairman of the meeting can be a proxy for a shareholder if a shareholder wishes to
appoint the Chairman as its proxy in the proxy form. The Chairman proposes to vote any
undirected proxies held by him in favour of all of the resolutions, with the exception of
resolution 10, given he is interested in that resolution.
A proxy form is enclosed and to be effective must be lodged at least 48 hours before the
meeting is due to begin (i.e. before 11 am on Saturday, 28 March 2020) with Link Market
Services Limited, the Company’s share registrar, in accordance with the instructions in the
Notes to the proxy form accompanying this Notice.
3. VOTING RESTRICTIONS

Any shareholders of the Company, and their Associated Persons (as that term is defined in
the Listing Rules), who are to receive any of the securities referred to in resolutions 2, 3 or
4 are not entitled to vote in respect of those resolutions.

Any shareholders of the Company who are Associates (as that term is defined in the Code)
of those persons who are to receive any of the securities referred to in resolution 2 are not
entitled to vote in respect of that resolution.

No director of the Company, and their Associated Persons are entitled to vote on resolution
10 by virtue of NZX Listing Rule 6.3. Those persons are restricted from acting as
discretionary proxies (but can act as a non-discretionary proxy).

APZ Limited and its Associated Persons are not entitled to vote on resolutions 3 and 4 by
virtue of NZX Listing Rule 6.3. Those persons are restricted from acting as discretionary
proxies (but can act as a non-discretionary proxy).

Those persons who are prohibited from voting on a resolution may not act as a
discretionary proxy in respect of a resolution, but may vote in accordance with express
instructions.

The Chairperson shall not vote any undirected proxies in favour of resolution 10 given the
Chairperson may be interested in that resolution.

All persons registered on the Company’s register of shareholders as the holders of shares
as at 5pm on Friday, 27 March 2020 shall, subject only to the preceding restrictions, be
entitled to vote at the Meeting in person or by proxy.

4. CONDITIONAL NATURE OF RESOLUTIONS 1 – 11 (INCLUSIVE)

The implementation of resolutions 1 to 11 are conditional upon all of resolutions 1 to 11
being approved by the shareholders of the Company.

Resolution 12 is independent of resolutions 1 to 11, and is not conditional upon resolutions
1 to 11 being approved by the shareholders of the Company.

By Order of the Board of Directors

Roger Gower
Chairman

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EXPLANATORY NOTES

NZX Listing Rules (“Listing Rules”), Companies Act 1993 (“Act”), the constitution of the Company
(“Constitution”) and The Takeovers Code (“Code”)
The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Code. In
addition, various provisions of the Listing Rules are included in the Constitution. The Act, the Code, the
Constitution and the Listing Rules contain specific requirements which are relevant to the resolutions
comprised in this Notice.

The implications of the Listing Rules, the Act, the Code and the Constitution, insofar as they relate to
each resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolutions which are to be considered at the Meeting include ten ordinary resolutions and two
special resolutions. An ordinary resolution is a resolution passed by a simple majority of votes of
shareholders of the Company, entitled to vote and voting. A special resolution is a resolution passed
by a majority of not less than 75% of votes of shareholders of the Company, entitled to vote and voting.

Set out below is further information on the Restructure and the resolutions to be proposed at this
Meeting. Shareholders should also read the Profile, the Independent Adviser’s Report and Appraisal
Report that accompany this Notice of Meeting.

The implementation of resolutions 1 to 11 are conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.

Resolution 12 is independent of resolutions 1 to 11, and is not conditional upon resolutions 1 to 11
being approved by the shareholders of the Company.

Consequences of Resolutions 1 to 11 not being approved
Resolutions In the event that all of resolutions 1 to 11 are not approved, then:

 the Acquisition will not proceed, and the Directors will withdraw the remaining resolutions
from the agenda of the Meeting, with the exception of resolution 12 (appointment of auditor);

 the Directors consider that the prospects for the Company are uncertain. The Directors believe
that in the event that resolutions 1 to 11 are not approved, the Directors would need to
expeditiously explore the Acquisition of other business initiatives, which opportunities may be
limited having regard to the Company’s limited financial resources.

RESTRUCTURE HIGHLIGHTS

Summary

The principal terms of the Restructure are as follows:

 The Restructure involves CSM acquiring 100% ownership of The Good Brand Company Limited.

 The Good Brand Company Limited owns 100% of Me Today Limited (together with The Good
Brand Company, “Me Today Group”).

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 The Me Today Group owns and operates the Me Today brand (“Me Today”), a New Zealand
founded and based health and wellness brand that produces premium quality products clearly
linking supplements and natural skincare, ultimately making it easier for consumers to shop.

 As well as the Me Today brand, The Good Brand Company was established to sell and market
third party brands within the health and wellness space. The Good Brand Company represents
Me Today and other agency branded businesses. It is actively seeking new brands to further
complement its existing brand portfolio.

 The purchase price payable by CSM to acquire the Me Today Group is $5.55 million.

 It is proposed that CSM will satisfy the payment of the purchase price by issuing 1.11 billion
new CSM shares, at an issue price of $0.005 per share (“Consideration Shares”), to the vendors
of the Me Today Group.

 The restructure implies a $2.1 million value of CSM before the completion of the Restructure,
comprising approximately $1.6 million in cash and $500,000 for the “premium value” of CSM
as a listed company.

 In conjunction with the completion of the purchase of the Me Today Group, CSM will
undertake a placement of 300 million new CSM shares, at an issue price of $0.005 per share
(“Placement Shares”), to wholesale investors to raise $1.5 million, which new capital will be
applied towards funding the ongoing working capital and future growth capital requirements
of the Me Today Group.

 On completion of the Restructure, four of the existing five directors of CSM (Messrs Shi, Joyce,
Preston and Ms Li) will resign and be replaced by five new directors nominated by the vendors
of the Me Today Group. Mr Gower, an existing director of CSM, will remain on the board.

 The Restructure is subject to a number of conditions, including: ‒ CSM shareholders approving
the Restructure, CSM holding not less than $1.58 million of cash on the completion date, and
the Me Today Group holding not less than $1 million of cash on the completion date.

What CSM will look like post completion of the Restructure

Following completion of the Restructure, CSM will:

 Own 100% of the Me Today Group. The future performance of CSM and the CSM shares will
therefore be entirely dependent upon the future performance of the business operations of
the Me Today Group following completion of the Restructure.

 Have a total of 1,824,550,00 shares on issue, after the issue of the Consideration Shares and
the Placement Shares.

 The issue of the Consideration Shares and the Placement Shares will have the following effect
on existing CSM shareholders:

Current shares on issue 414,550,000
Consideration Shares and Placement Shares
to be issued
1,410,000,000

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Total shares on issue after the completion of
the Restructure
1,824,550,000
Percentage of overall dilution 77.28%
Example shareholder: pre-Restructure
percentage holding
10%
Example shareholder: post Restructure
percentage holding
2.272%

 CSM will have five new directors on the CSM Board.

 CSM will have approximately $4 million of cash in the bank. The Founders have no intentions
to raise further capital through CSM prior to release of the audited financial statements for
the financial year ended 31 March 2020.

 CSM will, within 5 Business Days of the completion of the Acquisition and the Restructure,
undertake a 1 for 5 consolidation of its share capital.

Further details of the Restructure are set out in the Explanatory Notes to Resolutions 1 to 11 of this
Notice and pages 8 to 25 of the Independent Adviser’s Report and Appraisal Report that
accompanies this Notice.

Timetable
In the event that CSM shareholders approve the Restructure, then the timetable for the Restructure is
anticipated to be as follows:

Event Date
Completion of the Acquisition 31 March 2020
Issue of Consideration Shares and Placement
Shares, change of name of CSM, restructure
of the CSM Board of Directors
31 March 2020
Implementation of share consolidation 3 April 2020
Lifting of suspension of trading in CSM
shares
6 April 2020

In the event that CSM shareholders do not approve the Restructure, then CSM would apply to NZX for
the suspension of the trading in shares in CSM to be lifted following the date of the special meeting of
shareholders.

What happens if the Restructure is not approved

In the event that the Restructure is not approved by CSM shareholders, the Restructure will not
proceed. The CSM Board considers that the prospects for CSM would be uncertain should that situation
eventuate. The options available to CSM in this event would be:

 For CSM to expeditiously explore the acquisition of other business initiatives, which
opportunities may, or may not be limited having regard to the Company’s limited financial
resources; or

 To investigate the liquidation of CSM, and the distribution of the net cash surplus after
liquidation costs to the shareholders of CSM.

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RESOLUTION 1: ACQUISITION OF 100% OF THE SHARES ON ISSUE IN THE GOOD BRAND COMPANY
LIMITED (“THE GOOD BRAND COMPANY”) – SPECIAL RESOLUTION - LISTING RULE 5.1.1 AND SECTION
129 OF THE COMPANIES ACT 1993

GENERAL
The Company has entered into a Reverse Listing Agreement (Sale Agreement) with Velocity Capital LP
and M & N Kerr Holdings Limited (Vendors) to acquire 100% of the shares on issue in The Good Brand
Company, which owns 100% of the shares of Me Today Limited (Me Today NZ, and together with The
Good Brand Company, the Me Today Group) for $5.55 million (Acquisition). The purchase price will
be satisfied by the issue of 1,110,000,000 new ordinary fully paid shares in the Company to the
Vendors’ nominee, MTL Securities Limited, at an issue price of $0.005 per share (Consideration
Shares).

Following the completion of the Acquisition, The Good Brand Company will become a wholly owned
subsidiary company of the Company.

The Good Brand Company is a sales and marketing business, and Me Today NZ owns and operates the
wellness brand Me Today
tm
. The Me Today Group operates in the health and wellness sector.

Me Today is a New Zealand health and wellness brand that produces premium quality products clearly
linking supplements and natural skincare, ultimately making it easier for consumers to shop. Me Today
products are formulated using highly absorbable forms of ingredients and, where possible, are either
vegetarian or vegan friendly. The Me Today range offers a modern solution to modern problems.

Me Today was founded by Grant Baker, Stephen Sinclair and Michael Kerr. Grant and Stephen have a
long history of success in business start-ups, being involved in the successful listings of 42 Below and
Ecoya, as well as Ecoya’s acquisition of skincare brand Trilogy, together with a significant investment
in Turners Automotive Group. Michael has a vast amount of experience in the healthcare and wellness
sectors and was responsible for establishing the Swisse brand in NZ and, more recently, was the
general manager of the skincare brand, Trilogy.

Grant, Stephen and Michael joined forces to create Me Today as they believe there to be significant
opportunity for a new brand in the wellness space. Both the supplements and the natural skincare
categories in NZ and overseas have experienced significant growth in recent years. The new venture
has been launched with supplements and skincare as the platform, but the founders see significant
opportunity to further expand the product offering and take advantage of new trends within the
health, beauty and wellbeing spaces.

The Me Today supplement and natural skincare ranges have recently launched into the New Zealand
pharmacy sector through the Green Cross Health network of Unichem and Life Pharmacy stores. Green
Cross Health has a network of 360 stores nationwide and Me Today expects distribution to reach 280
of those stores by the end of 2020.

The founders believe there are opportunities to take the brand offshore and into markets such as
Australia, North America, United Kingdom, Asia and China, through a cross border e-commerce model.
Globally, NZ$128 billion is spent on supplements
2
every year and, in New Zealand, circa NZ$150 million
is spent on supplements and natural skincare through Pharmacy channels
3
.

2
Nutrition Business Journal 2017
3
IRI OTC Pharmacy scan sales MAT to 06/10/19

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In addition to Me Today, the founders have created The Good Brand Company which was established
to launch, sell and market additional brands. The Good Brand Company represents Me Today and three
other agency branded businesses, and is seeking other agency brands to complement its existing
activity. The Good Brand Company forms part of the transaction.

The Profile that accompanies this document provides the following information in respect of The Me
Today Group and the Company post completion of the Acquisition:

 The organisational and operational structure of the Company – refer to section 3 (pages 20 to
21) of the Profile;

 The proposed Board and senior executives of the Company – refer to section 3 (pages 26 to
28) of the Profile;

 Risks associated with the commercial operations of the Company - refer to section 6 (pages
40 to 44) of the Profile.

None of the Founders or proposed directors are subject to relevant restraints of trade or other
competition restrictions. However, following the transaction, the Founders will own 60.84% of
CSM. They are therefore strongly incentivised to deliver business growth and achieve the Me Today
Group’s goals, which reduces the likelihood that they would leave the group.

The Founders will also enter into lock up arrangements with respect to their shareholdings (the
Consideration Shares) until after the release of audited financial statements for the year ending 31
March 2021.

Michael Kerr will enter into a new employment agreement, effective from completion, which will
contain market standard restraint of trade provisions.

CONDITIONS OF THE SALE AGREEMENT
The Acquisition of the Me Today Group is conditional upon the Company obtaining all shareholder
approvals that may be required to undertake the Acquisition and the transactions associated with the
Acquisition as detailed in this notice of meeting, including but not limited to, those approvals required
in accordance with the Companies Act, the Code and the Listing Rules.

In addition, the settlement of the transaction is conditional upon:

 The Company raising $1.5 million of new capital through the issue of 300 million Placement
Shares in conjunction with the completion of the Acquisition of the Me Today Group
(“Completion”). The capital available in the Company, post completion, will help accelerate
the sales initiatives in respect of Me Today’s existing products in New Zealand and offshore
markets, as well as to provide capital to invest into new product development;

 The shareholders of the Company resolving to adopt a new constitution with effect from
Completion;

 The shareholders of the Company approving the appointment of Grant Baker, Stephen Sinclair,
Michael Kerr, Hannah Barrett and Antony Vriens as directors of the Company;

 The Company holding not less than $1.58 million in cash immediately prior to Completion;

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 The Company having no more than 1,824,550,000 shares on issue at Completion;

 The Company obtaining all approvals required from NZX and the Takeovers Panel;

 The Good Brand Company holding not less than $1 million in cash as at Completion;

 The Me Today Group not having any external or related party indebtedness of whatsoever
nature as at Completion, save for any loan advances made by the Vendors that have been
previously approved by the Company in writing, and third-party trade creditors.

In the event that either CSM or the Me Today Group does not meet its respective minimum cash at
bank condition, the party in default will be required to make good that cash deficit with a payment of
cash to the other party equivalent to the shortfall. In the case of CSM being in default, CSM would be
required to make a payment to the Vendors.

The Company and the Vendors have agreed that the Vendors may, with the prior approval of the
Company, advance funds to the Me Today Group for the purposes of providing working capital and/or
to meet extraordinary expenditure above and beyond business as usual expenditure. Such approved
loans made to fund extraordinary expenditure will be reimbursed by the Company on Completion of
the Restructure.

Following the completion of the Acquisition and Restructure, the Company will change its name to
“Me Today Limited” and its NZX ticker code to “MEE”.

REQUIREMENT FOR RESOLUTION
The entry into the Sale Agreement, and the proposed acquisition of the Me Today Group, must be
approved by shareholders. Shareholder approval is required in respect of resolution 1 for the following
reasons:

Major Transaction
 The value of the Me Today Group is greater than half the value of the Company’s assets.
Therefore the Company will be entering into a “major transaction” for the purposes of section
129 of the Companies Act. Section 129 of the Companies Act requires that the resolution must
be passed by a special resolution of shareholders present in person or proxy and able to vote
at the meeting.

A special resolution of shareholders means a resolution of shareholders approved by a
majority of 75% of the votes of those shareholders entitled to vote and voting on the question.

Change in the essential nature of the Company’s business – Listing Rule 5.1.1(a)
 Under the proposed restructure of the Company’s commercial and capital operations, the
Company will be entering into a transaction which will change the essential nature of the
Company’s business. Currently the Company is a non-active listed company which holds cash
and operates no trading activities. Should the Restructure proceed then the Company will own
100% of The Good Brand Company, and will ultimately own and control the operations of the
Me Today Group. Listing Rule 5.1.1(a) requires that in the event that a Company proposes to
change the essential nature of its business, any such change must be approved by an ordinary
resolution of shareholders.

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Acquisition of Assets with a Gross Value above 50% of the Average Market Capitalisation of
CSM – Listing Rule 5.1.1(b)
 Listing Rule 5.1.1(b) requires that in the event that CSM proposes to acquire assets with a gross
value above 50% of the Average Market Capitalisation of CSM (as that term is defined in the
Listing Rules), then that transaction must be approved by an ordinary resolution of
shareholders, or a special resolution if approved by way of a special resolution is required
under section 129 of the Companies Act. Given the value of the TGBC Shares exceeds this
threshold, this Listing Rule requirement must be complied with.

THE VALUATION METHODOLOGY UTILISED BY THE BOARD
The Board negotiated the purchase price for the Me Today Group on a commercial arms-length basis
with the Vendors.

The purchase price attributable to the Me Today Group was determined having regard to the following
factors:

 The amount of cash to be invested prior to Completion by the Vendors in the Me Today Group
(circa $2.3m);

 The recognition of the opportunities accessible to the Me Today Group because of to the
Vendors’ reputations and experience;

 The costs which the Company considers would be required to be incurred were the Company
to establish the Me Today Group and develop and launch the Me Today line of products,
branding and undertake market development that has been developed to date;

 Recognition of the sales and distribution platform that The Good Brand Company has
established;

 Consideration of the revenue being generated from the distribution of third-party product
lines through The Good Brand Company, and to the potential to increase that revenue through
the introduction of more third-party product lines into the portfolio of products being
distributed by The Good Brand Company;

 The potential future revenues that may be generated domestically and internationally through
the sale of existing and future Me Today products;

 Recognition of the fact that The Good Brand Company will hold not less than $1 million in cash
at Completion.

Further information about the valuation of the Me Today Group is provided in section 7 (pages 42 to
45) of the Independent Adviser’s Report and Appraisal Report that accompanies this Notice of Special
Meeting.

KEY CONSIDERATIONS RELEVANT TO YOUR VOTE

Recommendation of the Board
CSM’s Board strongly recommends that all shareholders review the Profile and the Independent
Adviser’s Report and Appraisal Report that accompany this Notice of Meeting so that they can fully
appreciate the nature of the prospective Restructure and the Acquisition.

16




The Board has recommended that CSM shareholders vote in favour of the Acquisition and the
Restructure. The reasons for the recommendation are that:

(a) The issue of the Consideration Shares to the Vendor’s nominee will enable the Company to
satisfy the payment of the purchase price payable by the Company to the Vendors to acquire
the Me Today Group;

(b) The Directors believe that the Acquisition of the Me Today Group should have materially
positive benefits for the Company for the following reasons:
(i) The Company has not identified any other commercial opportunities of equivalent
potential to enhance shareholder value;
(ii) The proposed Acquisition of the Me Today Group provides an opportunity for the
Company to acquire a business operating in a high growth sector, with exciting growth
opportunities, and with a proven team of executives and stakeholders supporting the
business;
(iii) The Directors consider that the issue price for the Consideration Shares is fair and
reasonable to the Company;
(iv) Having regard to the current cash resources of the Company, the value attributed to the
Company as a listed shell as part of the Restructure, and the business opportunity
afforded to the Company with the Acquisition, the Board believes that the proposed
Restructure and Acquisition presents a credible and exciting opportunity for the
Company and its shareholders.


The Independent Adviser’s Report and Appraisal Report concludes amongst other things, that the
consideration of $5.55 million for purchase of the Me Today Group is not unreasonable. Overall, the
Independent Adviser’s Report and Appraisal Report concludes that the terms and conditions of the
Acquisition are fair to all shareholders. These are only some of the conclusions reached in the
Independent Adviser’s Report and Appraisal Report, and the Board strongly recommends that you read
the Independent Adviser’s Report and Appraisal Report accompanying this Notice.

The CSM Board considers the price that CSM has agreed to pay for the Acquisition is an appropriate
price, and notwithstanding that the independent adviser has been unable to conduct an in-depth
valuation analysis, the Board remains comfortable with their recommendation.

The Board supports fully the Acquisition and the Restructure and recommends that shareholders
support the resolutions being tabled at the Special Meeting to approve the Restructure and the
Acquisition.

Your vote is important

For the Restructure to proceed, it is necessary that CSM shareholders approve both the acquisition of
the Me Today Group, the restructure of the CSM Board, and the capital raising initiative. The
acquisition of the Me Today Group requires the approval of a special resolution (75%) resolution. The
restructure of the CSM Board and the issue of the Placement Shares, requires the approval of an
ordinary (50%) resolution, subject to the voting restrictions detailed in this Notice.

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Reasons to vote in favour of the acquisition of the Me Today Group and the Restructure

 Effective application of CSM’s capital resources towards a positive business initiative

- CSM’s only significant asset is cash in the bank.

- Currently CSM’s cash resources are reducing due to the ongoing costs of maintaining its
listing on the NZX.

- In the event that a suitable acquisition is not identified and executed, and such acquisition
ultimately generates positive cashflows, then CSM will eventually utilise all of its cash
resources and may ultimately have limited options as a viable going concern or a suitable
candidate for a reverse listing transaction.

- The acquisition of the Me Today Group business operations represents an opportunity:

o To acquire an early stage business with growth potential;

o For existing CSM shareholders to retain in aggregate, a 22.72% holding in CSM post
the completion of the Restructure; and

o To potentially provide the platform for driving future shareholder value through
the underlying performance of the Me Today business.

 The acquisition of the Me Today Group will provide CSM with exposure to a business
opportunity backed by experienced founders with a proven track record

- The opportunity to leverage off the expertise of the founders of the Me Today Group who
have a proven track record in bring emerging businesses to the market successfully.

 Accelerate the growth of the Me Today Group

- The founders of the Me Today Group have a business strategy to grow the Me Today
Group business operations, the details of which are provided in pages 23 to 25 of the
Profile.

- Utilising the existing cash resources of CSM, together with the new capital to be raised
through the wholesale placement, those funds will assist fund the growth and expansion
plans of the Me Today Group business.

 Generate increased shareholder value

- Should the new Board of CSM (post completion of the Restructure), together with the
executive of the Me Today Group be able to effectively implement their business strategy
to grow the Me Today business operations, then that performance may lead to an
appreciation in the underlying CSM share price, and in doing so increase shareholder
value.

 If the Restructure proceeds, and shareholders are dissatisfied with the outcome of the
Restructure, they will have an opportunity to sell their shares in CSM (subject to a liquid
trading market developing)

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- It is likely that there will be more trading liquidity in CSM’s shares on the NZX should the
Restructure proceed, than if the Restructure does not proceed. As noted in the
Independent Adviser’s Report, CSM shares have traded very thinly in the last year.

- In the event that the Restructure proceeds and existing CSM shareholders do not wish to
continue to hold their CSM shares, or are dissatisfied with the progress that the Me Today
Group business is making, then CSM shareholders will have the opportunity to sell their
CSM shares on market, subject to liquidity in CSM’s shares at that time.

Other considerations relevant to the Acquisition and the Restructure

While the Board expects that the Acquisition and the Restructure will deliver positive value and choice
for existing CSM shareholders, and the Board has recommended that CSM shareholders vote in favour
of the Acquisition and the Restructure, shareholders should also consider the following factors relating
to the Acquisition and the Restructure and their potential impact on CSM and its shareholders.

 You may believe that the consideration payable to acquire the Me Today Group is too high

- The price payable by CSM to acquire the Me Today Group is $5.55 million. You may
consider that the purchase price is too high having regard to the current operational
performance of the business operations of the Me Today Group.

 You may consider the dilutionary impact of the issue of the Consideration Shares and the
Placement Shares is too significant

- The dilutionary impact of the issue of the Consideration Shares and the Placement Shares
is 77.28%. You may consider that the dilutionary impact of embarking on the Restructure
is too significant in the context of the Restructure as a whole.

 You may consider that the Acquisition and the Restructure are not in your best interests

- There may be other reasons, particular to you, why you consider that the Acquisition and
the Restructure are not in your best interests.

 You may consider that there is a possibility that a superior transaction could emerge

- The Board has no basis to believe that an alternative acquisition or restructuring proposal
will be received given that CSM has not received any approaches since the announcement
of the Acquisition and the Restructure on 11 December 2019.

- The Board believes that the acquisition of the Me Today Group is the right business
opportunity to invest in to generate increased shareholder value.

KEY RISKS
The Board and the Vendors of the Me Today Group have identified a number of risk factors associated
with the Me Today Group’s business which may affect the Company’s future operating performance
and financial position and the value of the Company’s shares post completion of the Acquisition.

The principal risk factors are detailed in section 1 (page 11) and section 6 (pages 40 to 44) of the Profile.

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BUY-OUT RIGHT
In respect of those shareholders who vote against Resolution 1, section 110 of the Companies Act gives
those shareholders certain rights to require the Company to purchase their shares in the Company, if
Resolution 1 is approved. Any shareholder who casts all votes attached to the shares registered in their
name (and having the same beneficial owner) against Resolution 1 is entitled to require the Company
to purchase their shares.

The right to have shares purchased must be exercised within 10 Business Days of the passing of
Resolution 1 by the dissenting shareholder by giving written notice to the Company. The mechanics
and the procedure for such an Acquisition are provided in Appendix 2 to this Notice of Meeting.

INDEPENDENT REPORT
The NZX Guidance Note – Backdoor and Reverse Listing Transactions (Guidance Note) requires the
Company to obtain an Independent Report in respect of the proposed Restructure and the Acquisition.
Simmons Corporate Finance Limited has prepared the Independent Advisers Report and Appraisal
Report, and a copy of it accompanies this Notice of Meeting. The appointment of Simmons Corporate
Finance Limited was approved by NZX Limited. The Independent Adviser’s Report and Appraisal Report
has also been prepared to comply with the requirements of the Takeovers Code, the requirements of
which are addressed in the explanatory notes to Resolution 2.

VOTING RESTRICTIONS
The Vendors, and their Associated Persons (as that term is defined in the Listing Rules) are prohibited
from voting on Resolution 1.

RESOLUTION 2: ISSUE OF 1,110,000,000 ORDINARY FULLY PAID SHARES TO MTL SECURITIES LIMITED
AS THE NOMINEE OF THE VENDORS OF THE GOOD BRAND COMPANY – ORDINARY RESOLUTION –
LISTING RULE 4.1.1 AND TAKEOVERS CODE

GENERAL
The purchase price for the Acquisition will be satisfied by the issue of 1,110,000,000 fully paid ordinary
shares in the Company (Consideration Shares) to the Vendors’ nominee MTL Securities Limited
(Allottee).

The Consideration Shares will each have an issue price of $0.005 per share. If Resolutions 1 to 11 are
approved, the Consideration Shares shall be issued by the Company to the Allottee,
contemporaneously with the settlement of the Acquisition.

The Allottee is expected to hold or control 60.84% of the total number of voting securities on issue in
the Company in aggregate immediately following the completion of the Restructure and the
Acquisition – assuming that all of the Placement Shares are ultimately issued at the time of completion.

Escrow
The Vendors (and their nominee MTL Securities Limited) have agreed that they shall be restricted from
trading the Consideration Shares for the period commencing on the date of the completion of the
Acquisition, and ending on the first business day after the Company releases its audited financial
statements for the financial year ended 31 March 2021 (“Restricted Period”). The escrow restriction
will not apply:

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 When MTL Securities Limited transfers all or part of the Consideration Shares to an affiliate of
MTL Securities Limited, provided that the affiliate enters into a Restricted Security Deed with
CSM in relation to the Consideration Shares transferred on the same terms as agreed to by
MTL Securities Limited for the remainder of the Restricted Period;

 When a transfer arises directly because of the security interest over the Consideration Shares
being enforced by a bona fide lender to MTL Securities Limited; or

 In relation to any full or partial takeover offer made under the Takeovers Code or similar
scheme of arrangement, provided that any such takeover offer or similar scheme of
arrangement is not made, whether directly or indirectly, by MTL Securities Limited or any
affiliate of MTL Securities Limited. For clarity, if a full or partial takeover offer is made or
proposed to be made during the Restricted Period, directly or indirectly by a person who is not
MTL Securities Limited or an affiliate of it, then MTL Securities Limited may sell, or agree, or
offer to sell all or any part of the consideration Shares to the offeror under that offer.

Capital structure post completion of the Acquisition, the issue of the Consideration Shares and the
issue of the Placement Shares

Details of the capital structure, and shareholding profile of the Company post completion of the
Acquisition, the issue of the Consideration Shares, and the issue of the Placement Shares are provided
in the Table below:


Shareholder


Ordinary Shares
Existing CSM shareholders

414,550,000 22.72%
MTL Securities Limited (as the recipient of
Consideration Shares – resolution 2)

1,110,000,000 60.84%
Wholesale investors who subscribe for the
Placement Shares in accordance with
resolution 3 (including the 220,000,000 new
shares to be issued to Hunter Holdings Limited)

300,000,000 16.44%
Total 1,824,550,000 100.00%


Dilutionary Impact
Following the issue of the 1,100,000,000 Consideration Shares to MTL Securities Limited and the
300,000,000 Placement shares to wholesale investors, MTL Securities Limited will hold 60.84% of the
shares on issue in the Company.

For the purposes of the Takeovers Code, the Vendors are regarded as being Associates of each other
by virtue of certain pre-existing personal and/or commercial relationships between them.

Full particulars of the Allottee, the beneficial owners of the Consideration Shares, and their respective
allocations of Consideration Shares are detailed in part 2 of Appendix 1 of this Notice.

ISSUE PRICE
The Board believes that the issue price of $0.005 for each of the Consideration Shares represents fair
value to the Company taking into account the following considerations:

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 the issue price for the Consideration Shares was negotiated between the Board of Directors of the
Company and the Vendors on a commercial arm’s length basis; and

 with an anticipated capital base of 414,550,000 shares on issue as at the date of the completion
of the Acquisition, and immediately prior to the issue of the Consideration Shares, the issue price
of $0.005 effectively values the Company at approximately $2.1 million, which, in the Board’s
opinion represents, a fair valuation of the Company as a listed vehicle having regard to the
Company’s current financial position and prospects, including the current cash position of the
Company of circa $1.6 million, and the intangible value of the Company as a “listed shell” of
$500,000.

REQUIREMENT FOR RESOLUTION
The Company’s constitution and Listing Rule 4.1 require that the issue of the Consideration Shares be
approved by an ordinary resolution of the existing shareholders of the Company.

In addition, the issue of the Consideration Shares is required to be approved in accordance with the
Code. Under Rule 6 of the Code, a person who holds or controls:

 no voting rights, or less than 20% of the voting rights in a code company may not become the
holder or controller of an increased percentage of the voting rights in the code company unless,
after that event, that person and the person's associates hold or control not more than 20% of the
voting rights in the code company; or

 20% or more of the voting rights in a code company may not become a holder or controller of an
increased percentage of the voting rights in the code company.

There are a number of exceptions to this rule. These include where a person becomes the holder or
controller of voting rights in a code company by an allotment of shares that has been approved by an
ordinary resolution pursuant to Rule 7(d) of the Code.

The Company is a code company. In accordance with Rule 7(d) of the Code, the allotment of the
Consideration Shares to the Vendors is required to be approved by an ordinary resolution as an
exception to Rule 6 of the Code.

The Code requires the Company to obtain an Independent Adviser’s Report. The purpose of the
Independent Adviser’s Report is to assess the merits of the proposed allotment of the Consideration
Shares to the Allottees having regard to the interests of those persons who may vote to approve the
allotment. Simmons Corporate Finance Limited has prepared such a Report and a copy of it
accompanies this Notice of Meeting. The appointment of Simmons Corporate Finance Limited was
approved by the Takeovers Panel.

The information required under Rule 16 of the Takeovers Code is set out in Appendix 1 of this Notice
of Meeting.

VOTING RESTRICTIONS
The Vendors and their Associated Persons (as that term is defined in the Listing Rules) are prohibited
from voting on Resolution 2.

RESOLUTIONS 3: ISSUE OF 300,000,000 NEW ORDINARY FULLY PAID SHARES TO WHOLESALE
INVESTORS (PLACEMENT SHARES) – ORDINARY RESOLUTION – LISTING RULE 4.1

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GENERAL
In conjunction with the completion of the Acquisition, the Company proposes to issue an additional
300 million new fully paid ordinary shares in the Company (Placement Shares) to a number of
wholesale investors at an issue price of $0.005 per Placement Share. The Placement Shares are the
same class of share as the existing ordinary shares on issue in the Company.

Originally, the Board intended to undertake a component of the capital raising as a pro rata rights issue
to the existing shareholders of the Company. Unfortunately, having regard to the fact that the
Company has had its shares suspended for a protracted period of time, and certain provisions of the
Financial Markets Conduct Act and Regulations, the Company is restricted from making any offer of its
securities to “non-wholesale” investors for a period of not less than three months from the date on
which the Company completes the Acquisition. Accordingly, non-wholesale investors will not be
entitled to participate in the capital raising initiative.

The funds raised from the issue of the Placement Shares will be applied by the Company towards the
Me Today Group’s primary near and medium term strategic objectives, which include:

 Expanding the Me Today product range’s presence in the New Zealand market;
 Launching the Me Today brand in select overseas markets;
 Product innovation and category expansion; and
 Investing in the Me Today Group’s human capital by hiring new employees.

More information about the Me Today Group’s operations, strategies and plans is contained in section
3 (pages 13 to 32) of the Profile which accompanies this Notice of Meeting.

The Placement Shares will each have an issue price of $0.005 per share. As at the date of this Notice,
the Company has entered into a subscription agreement for 220,000,000 Placement Shares with
Hunter Holdings Limited. The subscription arrangement is conditional upon the settlement of the
Acquisition. The remaining 80,000,000 Placement Shares will be placed to wholesale investors prior to
the date of the completion of the Acquisition with settlement of the issue of all of the Placement Shares
to occur at the same time as the issue of the Consideration Shares. CSM will advise the market when
it enters into subscription agreements in respect of the remaining 80,000,000 Placement Shares.

Hunter Holdings Limited has agreed that it will be restricted from trading the Consideration Shares for
a period of 12 months from the date of the completion of the Acquisition. Apart from the duration of
the restriction, the agreement is on the same terms as the restriction which MTL Securities Limited has
agreed to.

Dilutionary Impact
Following the issue of all 300,000,000 Placement Shares, those wholesale investors who subscribe for
those Placement Shares (including Hunter Holdings Limited) will hold 16.44% of the shares on issue in
the Company.

REQUIREMENT FOR RESOLUTION
The Company’s constitution and Listing Rule 4.1 require that the issue of the Placement Shares be
approved by an ordinary resolution of the existing shareholders of the Company.

ISSUE PRICE
The Board believes that the issue price of $0.005 for each of the Placement Shares represents fair value
to the Company given the Placement Shares are being issued at the same issue price as the
Consideration Shares that are to be issued.

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VOTING RESTRICTIONS
Those parties who are subscribing for the Placement Shares, and their Associated Persons (as that term
is defined in the Listing Rules) are prohibited from voting on this resolution. As at the date of this
Notice, CSM is aware that APZ Limited is restricted from voting on resolution 3.

RESOLUTION 4: ISSUE OF 220,000,000 NEW ORDINARY FULLY PAID SHARES TO HUNTER HOLDINGS
LIMITED – ORDINARY RESOLUTION – LISTING RULE 5.2.1

GENERAL
In conjunction with the completion of the Acquisition, the Company proposes to issue an additional
300 million new fully paid ordinary shares in the Company (Placement Shares) to a number of
wholesale investors at an issue price of $0.005 per Placement Share.

As referred to in the explanatory note to resolution 3, the Board originally intended to undertake a
component of the capital raising as a pro rata rights issue to the existing shareholders of the Company,
but is precluded from doing this due to the prevailing regulatory framework as explained earlier.

Hunter Holdings Limited proposes to subscribe for 220,000,000 of the Placement Shares (“Related
Party Shares”).

Hunter Holdings Limited is an Associated Person of APZ Limited for the following reasons:

 Hunter Holdings Limited is owned by Michael Sorensen (50%) and Adam Sorensen (50%);

 APZ is owned by John Sorensen, who is the father of Michael Sorensen and Adam Sorensen.

APZ Limited is a Related Party of the Company due to it holding more than 10% of the shares on issue
in the Company. Consequently, Hunter Holdings Limited is regarded as a Related Party of the Company.

The proposed issue of the Related Party Shares to Hunter Holdings Limited constitutes a “Material
Transaction” in terms of the Listing Rules. Listing Rule 5.2.1 provides that the Company cannot enter
into a Material Transaction with a Related Party unless that Material Transaction is approved by an
ordinary resolution of the shareholders of the Company.

The Related Party Shares will each have an issue price of $0.005 per share. If Resolutions 1 to 11 are
approved, the Related Party Shares shall be issued by the Company to Hunter Holdings Limited
contemporaneously with the settlement of the Acquisition.

Issue Price
The Board believes that the issue price of $0.005 for each of the Related Party Shares to Hunter
Holdings Limited represents fair value to the Company given the Related Party Shares are being issued
at the same issue price as the Consideration Shares, and the remaining Placement Shares are being
issued at the same price.

Escrow
Hunter Holdings Limited has agreed that it will be restricted from trading the Consideration Shares for
a period of 12 months from the date of the completion of the Acquisition. The exceptions to the escrow
restriction are the same as are applicable to the Consideration Shares proposed to be issued to MTL
Securities Limited as detailed on pages 20 to 21 of this Notice.

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Dilutionary Impact
Following the issue of the Related Party Shares to Hunter Holdings Limited, Hunter Holdings Limited
will hold 12.06% of the shares on issue in the Company. The aggregate shareholding percentage of
Hunter Holdings Limited and APZ Limited in the Company following Completion will be 15.49%. APZ
Limited will not subscribe for any of the Placement Shares.

Consequence of the Resolution not proceeding
Given all of the resolutions in this Notice of Meeting are conditional upon all resolutions being
approved, in the event that resolution 4 is not approved, then the Restructure and the Acquisition will
not proceed.

REQUIREMENT FOR RESOLUTION
Listing Rule 5.2.1 requires that given the proposed issue of the Related Party Shares to Hunter Holdings
Limited constitutes a Related Party Transaction, the Related Party Shares cannot be issued to Hunter
Holdings unless that proposed share issue is approved by an ordinary resolution of the Company’s
shareholders.

VOTING RESTRICTIONS
APZ Limited and its Associated Persons are prohibited from voting on this resolution.

APPRAISAL REPORT
Listing Rule 7.8.8(b) requires an Appraisal Report to be prepared where a meeting of shareholders will
consider a resolution required by Listing Rule 5.2.1 (as is the case with the proposed issue of the
Related Party Shares to Hunter Holdings Limited).

In addition, Listing Rule 7.8.5 provides that this Notice of Meeting must be accompanied by an
Appraisal Report if more than 50% of the Placement Shares to be issued are intended or likely to be
acquired by Directors or Associated Persons of Directors. Sean Joyce is a director of the Company and
is potentially an Associated Person of APZ Limited given his long-standing position as a professional
advisor to APZ Limited and its related parties, although this issue is not unequivocal or definitive.

The Appraisal Report is incorporated in the Independent Adviser’s Report and Appraisal Report that
accompanies this Notice. Simmons Corporate Finance Limited has prepared the Independent Adviser’s
Report and Appraisal Report. The appointment of Simmons Corporate Finance Limited was approved
by NZX Limited.
RESOLUTIONS 5, 6, 7, 8 and 9: APPOINTMENT OF DIRECTORS – ORDINARY RESOLUTIONS

The constitution of the Company and the Listing Rules both require there to be at least three directors
of the Company, two of whom must be resident in New Zealand, and two of whom must be
independent directors (as that term is defined in the Listing Rules).

It is anticipated that following completion of the Acquisition:

 Each of Richard Shi, Ping Li, Tim Preston and Sean Joyce will resign from the Board with effect from
Completion;

 Roger Gower, an existing director of the Company will remain on the Board of the Company post
Completion, and will continue to be an independent director (as that term is defined in the Listing
Rules) ; and

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 Grant Baker, Stephen Sinclair, Michael Kerr, Hannah Barrett and Antony Vriens (Proposed
Directors) will be appointed to the Board of the Company with effect from Completion.

Mr Baker will act as Chairman of the Board with effect from Completion.

Ordinary resolutions approving the appointment of each of the Proposed Directors are sought. The
appointment of the five new directors will be effective from Completion.

Relationship between the vendors of TGBC Shares
Grant Baker and Stephen Sinclair have a longstanding business relationship. They were both partners
of the Business Bakery LP, which was previously a cornerstone shareholder of Turners Automotive
Group Limited (formerly Dorchester Pacific Limited), Moa Group Limited and Trilogy International
Limited (which was acquired by CITIC for $205m in 2018). Michael Kerr was the general manager of
Trilogy. The Business Bakery LP has been wound up, although Grant and Stephen remain individual
shareholders in Turners Automotive Group Limited and Moa Group Limtied. Grant is currently the
Chairman of Turners Automotive Group, and was a director of Moa from August 2012 to October 2015.

Biographies for each of the Proposed Directors are provided below:

Grant Baker
Grant Baker has wide experience at a senior level in both public and private New Zealand
companies. He is currently the Chairman of Turners Automotive Group, a position he has held for
more than 10 years. He was a co-founder of The Business Bakery and has a number of successes under
his belt, including being Chairman of both 42 Below vodka and Trilogy International. Trilogy recently
sold to Chinese CITIC Group. Grant is also a cancer survivor and has a strong interest in the health and
wellbeing sector. Until recently he was the Chairman of charity, The Gut Cancer Foundation - a position
he held for more than 10 years.

The Board considers that Mr Baker will not be an Independent Director (as that term is defined in the
Listing Rules).

Stephen Sinclair
Stephen is a Chartered Accountant spending the early part of his career with PriceWaterhouseCoopers.
In 1999 he started working with Grant Baker and since that date time has been part of successful start-
ups, 42 Below, Ecoya and Trilogy and was involved in the recapitalisation of Dorchester Pacific which
is now the Turners Automotive Group.
The Board considers that Mr Sinclair will not be an Independent Director (as that term is defined in the
Listing Rules).

Michael Kerr
Michael holds a Bachelor of Commerce degree, Marketing & Management from the University of
Auckland and has worked in sales and marketing roles for several local and multinational businesses.
More recently he was responsible for establishing the Swisse brand in New Zealand and was the
general manager of the skincare brand, Trilogy.
The Board considers that Mr Kerr will not be an Independent Director (as that term is defined in the
Listing Rules).

Hannah Barrett
Hannah has a Bachelor of Commerce degree, majoring in commercial law and accounting, from
Victoria University and is a qualified Chartered Accountant. Hannah spent three years working at

26




PricewaterhouseCoopers in the Financial Advisory team working on assignments for global companies
as well as New Zealand based businesses and individuals. Hannah also runs her own business
specialising in digital consulting and marketing. Hannah supports a number of charities and is an
ambassador for SPCA NZ and Sweet Louise.
The Board considers that Mrs Barrett will be an Independent Director (as that term is defined in the
Listing Rules).
Antony Vriens
Antony is a seasoned executive with a career in health and financial services corporations across New
Zealand, Australia and Asia. He is currently an Independent Director of the Turners Automotive Group,
and is the Chairman of DPL Insurance Limited (Turners’ insurance subsidiary).
Antony is a medical doctor by background and brings a strong interest in wellness and nutrition,
which is supported by his medical training. Antony’s is also currently involved in new health
technology initiatives to support lifestyle change in the Asia region.

In addition to his medical degree, Antony holds an MBA from the University of Auckland, with a
background in international business and innovation.
The Board considers that Mr Vriens will be an Independent Director (as that term is defined in the
Listing Rules).

VOTING RESTRICTIONS
There are no voting restrictions in respect of resolutions 5, 6, 7, 8 and 9.

RESOLUTION 10: APPROVAL OF DIRECTORS FEES – ORDINARY RESOLUTION

The Vendors have requested that Resolution 10 be tabled at the Special Meeting to obtain approval
for the maximum aggregate Directors remuneration to be set at $450,000 in respect of each financial
year following the Restructure. It is anticipated that the directors’ remuneration will be paid as follows:

 $95,000 per annum shall be paid to the Chairman of the Board of Directors of the Company;

 $75,000 per annum shall be paid to each non-executive director of the Company.

It will be a policy of the Company that independent directors receive 25% of their directors fees as
ordinary shares of the Company, in lieu of cash.

Michael Kerr, who is the Chief Executive Officer of the Me Today Group, will not receive any Directors
fees.

The Vendors seek approval of this level of remuneration as they consider it an appropriate level of
remuneration to attract and retain Directors of an appropriate level of expertise and experience to the
Company given the size of the Me Today Group’s commercial operations, and the level of involvement
that the Board is expected to have in the operations of the business. Currently, Directors fees of
$320,000 are payable to Directors of the Company in aggregate. Accordingly, the Proposed Directors
remuneration of $450,000 will represent an increase of $130,000 to the level of Directors fees
currently payable by the Company.

In the event of an increase in the total number of Directors holding office, the Directors may, without
the authorisation of an ordinary resolution of shareholders, increase the total remuneration by such
an amount as is necessary to enable the Company to pay the additional Director or Directors of the

27




Company remuneration not exceeding the average amount then being paid to each of the other non-
executive Directors (other than the chairperson) of the Company.

VOTING RESTRICTIONS
No person intended to receive directors’ fees, and no Associated Person (as that term is defined in
the Listing Rules) of that person may vote on Resolution 10.

RESOLUTION 11: REVOCATION OF EXISTING CONSTITUTION AND ADOPTION OF A NEW
CONSTITUTION – SPECIAL RESOLUTION

This special resolution seeks shareholder approval to revoke the Company’s existing constitution
(Current Constitution), and replace it with a new constitution (Proposed Constitution). The
amendments that the Proposed Constitution contemplates can be described as administrative in
nature, and are required to comply with the current version of the NZX Listing Rules, which were
updated last year.

Key changes under the Proposed Constitution include:

 Inserting a provision requiring the Company to comply with the minimum board composition
requirements of the Listing Rules;

 Amending the clauses relating to director rotation to incorporate the requirements of the
Listing Rules by reference to the Listing Rules;

 Inserting a requirement that voting at meetings of shareholders will be conducted by poll;

 The quorum for a meeting of shareholders would be increased from two or more shareholders
to three or more shareholders;

 Inserting more detailed provisions regarding calls on shares, and when the Company can
require forfeiture of shares if calls are not paid; and

 Inserting more detailed provisions regarding when the Company has a lien on shares (and
dividends).

In accordance with the NZX Listing Rules, the Proposed Constitution also provides that if there is any
provision in the Proposed Constitution that is inconsistent with the NZX Listing Rules relevant to the
Company, the NZX Listing Rules (as amended by any waiver or ruling relevant to the Company) will
prevail.

Shareholders can view a copy of the Proposed Constitution at www.csmgroup.co.nz – refer to
“Corporate Governance section”. The NZX Listing Rules can be viewed at www.nzx.com.

The adoption of the Proposed Constitution would not impose or remove a restriction on the
Company’s activities, and accordingly no rights arise under section 110 of the Companies Act.

VOTING RESTRICTIONS
There are no voting restrictions in respect of Resolution 11.

RESOLUTION 12: APPOINTMENT AND REMUNERATION OF AUDITOR – ORDINARY RESOLUTION

28




The current auditors for the Company are PricewaterhouseCoopers. The vendors of the TGBC Shares
have a pre-existing working relationship with BDO and have requested that the Company seek to
appoint BDO as the new auditors for the Company following the completion of the acquisition of the
TGBC Shares.

This resolution also permits the Board to fix the remuneration of the Company’s new auditor for the
fourthcoming financial year.

The Board of directors of the Company wish to record that they have been very pleased with the
services provided by PricewaterhouseCoopers during their tenure as auditor for the Company.
However, the Board does believe that there is a sound commercial rationale for the Company to utilise
BDO as auditor going forward given their existing knowledge of the Me Today Group’s business
activities.

Accordingly, the Directors recommend that the shareholders approve the appointment of BDO as the
auditors of the Company for the forthcoming financial year.

The Board of CSM has also resolved to change the balance date for the financial year for CSM to 31
March, with effect from 31 March 2020.

VOTING RESTRICTIONS
There are no voting restrictions in respect of Resolution 12.

29




APPENDIX 1

INFORMATION REQUIRED BY THE TAKEOVERS CODE IN RESPECT OF RESOLUTION 2 – ISSUE OF
1,110,000,000 NEW VOTING SECURITIES (“CONSIDERATION SHARES”) TO MTL SECURITIES
LIMITED
1. Identity of the Allottee and Controllers of the Consideration Shares
The Consideration Shares being allotted pursuant to Resolution 2 are being allotted to MTL
Securities Limited.
The Consideration Shares are to be held by MTL Securities Limited, which is 90% owned by
Velocity Capital LP and 10% owned by M & N Kerr Holdings Limited

2. Particulars of the voting securities being allotted

1,110,000,000 new ordinary fully paid shares (“Consideration Shares”) are proposed
to be allotted to MTL Securities Limited.

The Consideration Shares will represent 60.84% of the aggregate of the existing
ordinary shares on issue in the Company, together with the Consideration Shares and
the 300 million new ordinary fully paid shares to be issued under resolution 3
(“Placement Shares”).

The Allottee will hold or control 60.84% of all of the ordinary fully paid shares on issue
in the Company.

No Associates (as that term is defined in the Takeovers Code) of the Allottee hold any
ordinary fully paid shares in the Company, or will subscribe for any of the Placement
Shares. Accordingly, the Allottee and the Allottee’s Associates will hold or control
60.84% of all of the ordinary fully paid shares on issue in the Company.
3. Issue Price for Voting Securities

The issue price for the Consideration Shares is $0.005 for each Consideration Shares to be
allotted.
The payment of the issue price for the Consideration Shares will be satisfied upon the
completion of the Acquisition of the Me Today Group by the Company. The consideration for
the subscription for the Consideration Shares will be satisfied by the transfer by the Vendors
of the Me Today Group to the Company.
4. Reasons for the allotments

The reasons for the Company issuing and allotting the Consideration Shares to the Allottee
are as follows:

(a) The Company has entered into the Sale Agreement with the Vendors which
provides for the Acquisition of the Me Today Group;

30




(b) The Sale Agreement provides for, amongst other matters, the Company to issue the
Consideration Shares to the Allottee in satisfaction of the purchase price payable
by the Company to acquire the Me Today.
5. The allotment under Resolution 2 if approved, will be permitted under Rule 7(d) of the
Takeovers Code as exceptions to Rule 6 of the Takeovers Code.
6. Statements in accordance with Rule 16(g) of the Takeovers Code have been provided to the
Company by MTL Securities Limited, Velocity Capital LP and M & N Kerr Holdings Limited.
MTL Securities Limited has confirmed that there are no agreements or arrangements
(whether legally enforceable or not) that have been, or are intended to be, entered into
between MTL Securities Limited and any other person (other than between MTL Securities
Limited and the Company in respect of the matters referred to in paragraphs 1 to 5 above)
relating to the allotment, holding or control of the voting securities to be allotted, or to the
exercise of voting rights in the Company., other than a shareholders’ agreement between
Velocity Capital LP and M & N Kerr Holdings Limited (Shareholders’ Agreement) which
provides that all shares MTL Securities Limited will be voted as determined by the board of
MTL Securities Limited.
The board of MTL Securities Limited will be determined pursuant to a shareholders’
agreement between Velocity Capital LP and M&N Kerr Holdings Limited, under which
Velocity will be entitled to appoint up to two directors, and M&N Kerr Holdings will be
entitled to appoint up to one director. Grant Baker and Stephen Sinclair will be the initial
Velocity appointed directors, and Michael Kerr will be the M&N Kerr Holdings appointed
director
Velocity Capital LP has confirmed that, other than the Shareholders’ Agreement, there are
no agreements or arrangements (whether legally enforceable or not) that have been, or are
intended to be, entered into between Velocity Capital LP and any other person (other than
between Velocity Capital LP and the Company in respect of the matters referred to in
paragraphs 1 to 5 above) relating to the allotment, holding or control of the voting securities
to be allotted, or to the exercise of voting rights in the Company.
M & N Kerr Holdings Limited has confirmed that, other than the Shareholders’ Agreement,
there are no agreements or arrangements (whether legally enforceable or not) that have
been, or are intended to be, entered into between M & N Kerr Holdings Limited and any
other person (other than between M & N Kerr Holdings Limited and the Company in respect
of the matters referred to in paragraphs 1 to 5 above) relating to the allotment, holding or
control of the voting securities to be allotted, or to the exercise of voting rights in the
Company

7. The report from an independent adviser that complies with Rule 18 of the Takeovers Code
accompanies this Notice of Meeting.
8. The statement by the Directors of the Company required by Rule 19 of the Takeovers Code
is set out below.

Directors’ Statement
The Directors unanimously recommend approval of the allotment of the Consideration Shares referred
to in Resolution 2.

31




The reasons for the recommendation in relation to Resolution 2 are that:

(a) The issue of the Consideration Shares to the Allottee will enable the Company to satisfy the
payment of the purchase price payable by the Company to the Vendors to acquire the Me Today
Group;

(b) The Directors believe that the Acquisition of the Me Today Group should have materially
positive benefits for the Company for the following reasons:
(i) The Company has not identified any other commercial opportunities of equivalent
potential to enhance shareholder value;
(ii) The proposed Acquisition of the Me Today Group provides an opportunity for the
Company to acquire a business operating in a high growth sector, with exciting growth
opportunities, and with a proven team of executives and stakeholders supporting the
business;
(iii) The Directors consider that the issue price for the Consideration Shares is fair and
reasonable to the Company;
(iv) Having regard to the current cash resources of the Company, the value attributed to the
Company as a listed shell as part of the Restructure, and the business opportunity
afforded to the Company with the Acquisition, the Board believes that the proposed
Restructure and Acquisition presents a credible and exciting opportunity for the
Company and its shareholders.

32




APPENDIX 2 – MINORITY BUY OUT RIGHT

Minority Buy-Out Right
1.1 The information in this Appendix contains information about the ability of shareholders who
vote against resolution 1 to require the Company to acquire their shares in accordance with
section 110 of the Companies Act 1993.
Shareholders may require Company to purchase shares
1.2 Section 110 of the Companies Act provides that where:

(a) a shareholder is entitled to vote on a major transaction (such as the Acquisition of the
Me Today Group); and

(b) the shareholders of the Company approve the resolution approving the major
transaction; and

(c) a shareholder (Dissenting Shareholder) cast all the votes attached to shares registered
in the Dissenting Shareholder's name and having the same beneficial owner against
the resolution approving the major transaction,

that Dissenting Shareholder is entitled to require the Company to purchase those shares held
by the Dissenting Shareholder in accordance with the provisions of the Companies Act.
Notice requiring purchase
1.3 Section 111 of the Companies Act provides that the Dissenting Shareholder may within 10
working days of the passing of the resolution at the meeting of shareholders give a written
notice to the Company requiring the Company to purchase those shares.

1.4 Within 20 working days of the Company receiving the Dissenting Shareholder’s notice, the
Board of the Company must:

(a) agree to the purchase of the shares by the Company; or

(b) arrange for some other person to agree to purchase the shares; or

(c) apply to the Court for an order under section 114 or section 115 of the Companies Act
(the details of which are referred to below); or

(d) arrange, before taking the action concerned, for the special resolution approving the
Me Today Group transaction to be rescinded in accordance with section 106 of the
Companies Act or decide in the appropriate manner not to take the action concerned,
as the case may be; and

(e) give written notice to the shareholder of the Board's decision regarding its proposed
course of action.
Price for shares to be purchased by Company determined
1.5 Within 5 working days of the Board giving the notice referred to above in paragraph 1.4 that
the Board agrees to the purchase of the Dissenting Shareholders shares, the Board must give
to the Dissenting Shareholder written notice of:

(a) the price the Company offers to pay for those shares; and

33





(b) how:

(i) the matters in paragraph 1.6 were calculated; or

(ii) the price was calculated under paragraph 1.7 and why calculating the price
using the methodology set out in paragraphs 1.6(a) to (c) would be clearly
unfair.

1.6 The price the Company intends to pay for the Dissenting Shareholders Shares must be a fair
and reasonable price (as at the close of business on the day before the date on which the
resolution was passed) for the Dissenting Shareholders shares, calculated as follows:

(a) first, the fair and reasonable value of the total shares in each class to which the shares
belong must be calculated (the “class value”):

(b) secondly, each class value must be adjusted to exclude any fluctuation (whether
positive or negative) in the class value that has occurred (whether before or after the
resolution was passed) that was due to, or in expectation of, the event proposed or
authorised by the resolution:

(c) thirdly, a portion of each adjusted class value must be allocated to the Dissenting
Shareholder in proportion to the number of shares the Dissenting Shareholders holds
in the relevant class.

1.7 However, a different methodology from that set out in paragraphs 1.6(a) to (c) may be used
to calculate the fair and reasonable price for the shares if using the methodology set out in
those paragraphs would be clearly unfair to the Dissenting Shareholder or the Company.

1.8 The Dissenting Shareholder may object to the price offered by the Board for the shares by
giving written notice to the Company no later than 10 working days after the date on which
the Board gave written notice to the Dissenting Shareholder under paragraph 1.5.

1.9 If the Company does not receive an objection to the price in accordance with paragraph 1.8,
the Company must purchase all the Dissenting Shareholders shares at the nominated price no
later than 10 working days after:

(a) the date on which the Board’s offer is accepted; or

(b) if the Board has not received an acceptance, the date that is 10 working days after the
date on which the Board gave written notice to the shareholder under paragraph 1.5.

1.10 The time periods in paragraph 1.9 do not apply if there is a written agreement between the
board and the Dissenting shareholder that specifically sets a different date for purchase of the
shares.
Price for shares referred to arbitration if shareholder objects to price
1.11 If the Company receives an objection to the price offered for the shares by the Company:

(a) the following issues must be submitted to arbitration:

34




(i) the fair and reasonable price for the shares, on the basis set out in paragraphs
1.6 and 1.7; and

(ii) the remedies available to the Dissenting Shareholder or the Company in
respect of any price for the shares that differs from that determined by the
Board; and

(b) the Company must, within 5 working days of receiving the objection, pay to the
Dissenting shareholder a provisional price in respect of each share equal to the price
offered by the Board.

1.12 If the price determined for the Dissenting shareholder’s shares:

(a) exceeds the provisional price paid, the arbitral tribunal must order the Company to
pay the balance owing to the shareholder;

(b) is less than the provisional price paid, the arbitral tribunal must order the Dissenting
Shareholder to pay the excess to the Company.

1.13 Except in exceptional circumstances, an arbitral tribunal must award interest on any balance
owing or excess to be paid under paragraph 1.12.

1.14 If a balance is owing to the Dissenting Shareholder, an arbitral tribunal may award to the
Dissenting Shareholder, in addition to or instead of an award of interest, damages for loss
attributable to the shortfall in the initial payment.

1.15 Any sum that must be paid in accordance with the paragraphs 1.11 to 1.14 must be paid no
later than 10 days after the date of the arbitral tribunal’s determination, unless the arbitral
tribunal specifically orders otherwise.
Interest payable on outstanding payments
1.16 Interest is payable on any sum that must be paid under paragraphs 1.11 to 1.14 that is
outstanding after the date on which it falls due on the basis and at the rate that the arbitral
tribunal thinks fit having regard to all of the circumstances.
Timing of transfer of shares
1.17 On the day on which the Board gives notice that the Board agrees to the purchase of the
Dissenting Shareholder’s shares by the Company pursuant to paragraph 1.4(e):

(a) the legal title to those shares passes to the Company; and

(b) the rights of the shareholder in relation to those shares end.
Court may grant exemption
1.18 The Company may apply to the Court for an order exempting it from the obligation to
purchase the Dissenting Shareholder’s shares on the grounds that:

(a) the purchase would be disproportionately damaging to the Company; or

(b) the Company cannot reasonably be required to finance the purchase; or

(c) it would not be just and equitable to require the Company to purchase the shares.

35





1.19 In the event that the Company sought to make an application to the Court, the Court could
make an order exempting the Company from the obligation to purchase the shares, and may
make any other order it thinks fit, including an order:

(a) setting aside the resolution approving the Acquisition of the Me Today Group;

(b) directing the Company to take, or refrain from taking, any action specified in the order;

(c) requiring the Company to pay compensation to the shareholders affected;

(d) that the Company be put into liquidation.

1.20 The Court shall not make an order under paragraphs 1.18(a) or (b) unless it is satisfied that the
Company has made reasonable efforts to arrange for another person to purchase the
Dissenting Shareholder’s shares.
Court may grant exemption if the Company is insolvent
1.21 If:

(a) a notice is given to the Company by a Dissenting Shareholder requiring the Company
to acquire their shares; and

(b) the Board has resolved that the purchase by the Company of the Dissenting
Shareholder’s shares to which the notice relates would result in the Company failing
to satisfy the solvency test; and

(c) the Company has, having made reasonable efforts to do so, been unable to arrange
for the shares to be purchased by another person,

the Company must apply to the Court for an order exempting it from the obligation to
purchase the shares.

1.22 The Court may, if it is satisfied that:

(a) the purchase of the shares would result in the Company failing to satisfy the solvency
test; and

(b) the Company has made reasonable efforts to arrange for the shares to be purchased
by another person,

make:

(c) an order exempting the company from the obligation to purchase the shares; or

(d) an order suspending the obligation to purchase the shares; or

(e) such other order as it thinks fit.

---

www.simmonscf.co.nz



CSM Group Limited


Independent Adviser’s Report and
Appraisal Report

In Respect of the Acquisition of The Good
Brand Company Limited

Appraisal Report

In Respect of the Issue of Shares to
Hunter Holdings Limited


March 2020

Statement of Independence
Simmons Corporate Finance Limited confirms that it:
 has no conflict of interest that could affect its ability to provide an unbiased report; and
 has no direct or indirect pecuniary or other interest in the proposed transactions considered in this report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Takeovers Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.

Independent Adviser’s Report
CSM Group Limited and Appraisal Report
Index

Section Page

1. Executive Summary ........................................................................................................... 1
2. Evaluation of the Merits of the Restructure (including the Me Today Allotment) ............... 8
3. Evaluation of the Fairness of the Restructure .................................................................. 26
4. Evaluation of the Fairness of the HHL Placement ........................................................... 29
5. Profile of CSM .................................................................................................................. 31
6. Profile of the Me Today Group ......................................................................................... 37
7. Reasonableness of the Acquisition Purchase Price ........................................................ 42
8. Reasonableness of the Consideration Shares and the Placement Shares Issue
Price ................................................................................................................................. 46
9. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................. 49
10. Qualifications and Expertise, Independence, Declarations and Consents ...................... 51

Independent Adviser’s Report
CSM Group Limited Page 1 and Appraisal Report

1. Executive Summary
1.1 Background
CSM Group Limited (CSM or the Company) is a listed shell company that is seeking
to grow by undertaking acquisitions.
The Company’s shares are listed on the main equities securities market (the NZX
Main Board) operated by NZX Limited (NZX) with a market capitalisation of
approximately $9.5 million as at 17 December 2019 (when its shares were
suspended from quotation). Its unaudited total equity as at 31 December 2019 was
approximately $1.8 million.
A profile of the Company is set out in section 5.
1.2 Restructure of the Company
Acquisition of The Good Brand Company Limited and Me Today NZ Limited
On 10 December 2019, CSM entered into the Reverse Listing Agreement in relation
to me / today (the Sale Agreement) with Velocity Capital LP (Velocity) and M & N
Kerr Holdings Limited (M&N) (together the Me Today Shareholders), whereby CSM
agreed to acquire 100% of the shares in The Good Brand Company Limited (Good
Brand) and Good Brand’s wholly owned subsidiary Me Today NZ Limited (Me Today
NZ) (together the Me Today Group) from the Me Today Shareholders for $5,550,000
(the Acquisition).
CSM and the Me Today Shareholders entered into the Variation of Reverse Listing
Agreement in relation to me / today on 20 December 2019 (the Variation
Agreement).
The Acquisition purchase price is to be satisfied by the issue of 1,110,000,000 new
ordinary shares in CSM (the Consideration Shares) to the Me Today Shareholders’
nominee MTL Securities Limited (MTL) at an issue price of $0.005 per share (the Me
Today Allotment). The Consideration Shares will be placed in escrow whereby MTL
may not dispose of the Consideration Shares until the business day after the
Company releases its audited financial statements for the year ended 31 March 2021
(the MTL Escrow).
CSM expects that the Acquisition will be completed by 31 March 2020 (the
Completion Date).
Good Brand is a sales and marketing agency business. Me Today NZ owns and
operates the wellness brand Me Today
tm
. The company operates in the health and
wellness sector, producing premium quality supplement and natural skincare
products.
The Me Today Group was founded by Grant Baker, Stephen Sinclair and Michael
Kerr (the Founders). The Founders, through entities owned and controlled by them,
will own MTL.
A profile of the Me Today Group is set out in section 6.

Independent Adviser’s Report
CSM Group Limited Page 2 and Appraisal Report

Capital Raising
In conjunction with the Acquisition, CSM intends to undertake a placement of
300,000,000 new ordinary shares (the Placement Shares) at $0.005 per share to a
number of wholesale investors to raise $1,500,000 (the Placement).
The Placement Shares will represent 16.44% of CSM’s shares on issue following the
Me Today Allotment and the Placement.
Hunter Holdings Limited (HHL) proposes to subscribe for 220,000,000 shares under
the Placement (the HHL Placement). This will represent 12.06% of CSM’s shares
on issue following the Me Today Allotment and the Placement.
HHL is owned by Michael Sorensen (50%) and Adam Sorensen (50%).
HHL is an associated person of APZ Limited (APZ). APZ is the Company’s third
largest shareholder, holding 15.08% of CSM’s shares currently on issue. APZ is
owned by John Sorensen, who is the father of Michael Sorensen and Adam
Sorensen.
We note that when the Acquisition was announced on 11 December 2019, the Board
intended to undertake a component of the capital raising as a pro rata rights issue to
the Company’s existing shareholders (the Existing Shareholders). However, due
to certain provisions of the Financial Markets Conduct Act and Regulations and given
that the Company has had its shares suspended from quotation since 17 December
2019, CSM is restricted from making any offer of its securities to “non-wholesale”
investors for a period of not less than 3 months from the Completion Date.
Accordingly, non-wholesale investors are not entitled to participate in the capital
raising initiative, leading to CSM and the Me Today Shareholders entering into the
Variation Agreement.
Restructure
The Acquisition and the Me Today Allotment represents a backdoor listing (or reverse
acquisition) of the Me Today Group through CSM. Following the Acquisition, Good
Brand will be a wholly owned subsidiary of CSM.
We refer to the Acquisition, the Me Today Allotment and the Placement (including
the HHL Placement) collectively as the Restructure.
Following the completion of the Restructure, CSM will change its name to Me Today
Limited and its NZX ticker code to MEE.

Me Today
Shareholders
The Good Brand
Company Limited
Me Today NZ
Limited
Prior to Restructure
Existing
Shareholders
CSM Group
Limited
100%
100%
100%
Post Restructure
Existing
Shareholders
Me Today
Shareholders
Placement
Shareholders
Me Today Limited
(formerly CSM Group Limited)
The Good Brand
Company Limited
Me Today NZ
Limited
22.72%60.84%16.44%
100%

Independent Adviser’s Report
CSM Group Limited Page 3 and Appraisal Report

1.3 Impact on Shareholding Levels
CSM currently has 414,550,000 ordinary shares on issue, held by 1,502 Existing
Shareholders.
Following the Restructure and assuming there are no other changes to the
Company’s capital structure:
 the Existing Shareholders will collectively hold 22.72% of the Company’s
ordinary shares on issue
 MTL will hold 60.84% of the Company’s ordinary shares on issue
 the subscribers to the Placement (including HHL) (the Placement
Shareholders) will collectively hold 16.44% of the Company’s ordinary shares.

Impact of the Restructure on Shareholding Levels

Existing
Shareholders

MTL
Placement
Shareholders

Total

Current 414,550,000 - - 414,550,000

% 100.00% - - 100.00%

Me Today Allotment - 1,110,000,000 - 1,110,000,000

Placement - - 300,000,000 300,000,000

Post the Restructure
414,550,000 1,110,000,000 300,000,000 1,824,550,000

% 22.72% 60.84% 16.44% 100.00%

1.4 Summary of Opinion
Takeovers Code
Our evaluation of the merits of the Me Today Allotment as required under the
Takeovers Code (the Code) is set out in section 2.
In our opinion, after having regard to all relevant factors, the positive aspects of the
Acquisition (including the Me Today Allotment) outweigh the negative aspects from
the perspective of the Existing Shareholders.
NZX Listing Rules
Restructure
Our evaluation of the fairness of the Restructure as required under the NZX Listing
Rules (the Listing Rules) is set out in section 3.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the Restructure are fair to the Existing Shareholders.
HHL Placement
Our evaluation of the fairness of the HHL Placement as required under the Listing
Rules is set out in section 4.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the HHL Placement are fair to the Existing Shareholders not associated with HHL
(the Non-associated Shareholders).

Independent Adviser’s Report
CSM Group Limited Page 4 and Appraisal Report

1.5 Special Meeting
CSM is holding a special meeting of shareholders on 30 March 2020, where the
Company will seek shareholder approval of 11 resolutions which cover the
Restructure and associated matters (the Restructure Resolutions):
 resolution 1 – approval of the Acquisition for the purposes of the Listing Rules
and as a major transaction under section 129 of the Companies Act 1993 (the
Co’s Act)
 resolution 2 – approval of the Me Today Allotment for the purposes of the
Listing Rules and the Code
 resolution 3 – approval of the Placement for the purposes of the Listing Rules
 resolution 4 – approval of the HHL Placement for the purposes of the Listing
Rules
 resolution 5 – the appointment of Grant Baker as a director of the Company
 resolution 6 – the appointment of Stephen Sinclair as a director of the Company
 resolution 7 – the appointment of Michael Kerr as a director of the Company
 resolution 8 – the appointment of Hannah Barrett as a director of the Company
 resolution 9 – the appointment of Antony Vriens as a director of the Company
 resolution 10 – an increase in the aggregate maximum amount of directors’
fees to $450,000 per financial year
 resolution 11 – the revocation of the Company’s existing constitution and the
adoption of a new constitution to reflect updates to the Listing Rules.
The Restructure Resolutions are interdependent. All 11 resolutions must be passed
in order for any one particular resolution to be implemented. If a resolution is not
passed then no further resolutions will be put to the meeting and any resolutions
previously put to the meeting will not be treated as having been passed.
Resolutions 2 to 10 are ordinary resolutions. An ordinary resolution is a resolution
passed by a simple majority of votes of those shareholders entitled to vote and voting
on the resolutions in person or by proxy.
Resolutions 1 and 11 are special resolutions. A special resolution is a resolution
passed by a majority of 75% or more of the votes of those shareholders entitled to
vote and voting on the resolution in person or by proxy.
If all 11 resolutions are passed, then any shareholder that has cast all of their votes
against resolution 1 is entitled to require CSM to purchase their shares in accordance
with section 110 of the Co’s Act. Appendix 2 of the notice of special meeting sets out
the procedure for minority buy-out rights.
The Existing Shareholders will also vote on an ordinary resolution in respect of the
Company’s auditor (resolution 12). This resolution is independent of the Restructure
Resolutions and is not conditional on the Restructure Resolutions being approved.

Independent Adviser’s Report
CSM Group Limited Page 5 and Appraisal Report

Voting Restrictions
All Existing Shareholders are entitled to vote on each of the Restructure Resolutions,
other than any shareholder or their associated persons (as defined in the Listing
Rules) or associates (as defined in the Code) who are to receive any of the securities
referred to in resolutions 2, 3 or 4. For example, APZ and its associated persons are
prohibited from voting any shares that they hold in relation to resolution 3 in respect
of the Placement and resolution 4 in respect of the HHL Placement.
1.6 Regulatory Requirements
Takeovers Code
CSM is a code company as it is listed on the NZX Main Board (and has financial
products that confer voting rights) and is subject to the provisions of the Code.
Rule 6 of the Code prohibits:
 a person who holds or controls no voting rights or less than 20% of the voting
rights in a code company from holding or controlling an increased percentage
of the voting rights in the code company unless, after that event, that person
and that person’s associates hold or control in total not more than 20% of the
voting rights in the code company
 a person who holds or controls 20% or more of the voting rights in a code
company from holding or controlling an increased percentage of the voting
rights in the code company
unless done in compliance with exceptions to this fundamental rule.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person to become
a holder or controller of an increased percentage of voting rights by an allotment of
voting securities in the code company if the allotment is approved by an ordinary
resolution of the code company (on which neither that person, nor any of its
associates, may vote).
The Me Today Shareholders are considered to be associates under the Code.
Neither they nor MTL currently hold or control any shares in the Company. The Me
Today Allotment will result in MTL holding or controlling 60.84% of the voting rights
in CSM following the Restructure.
Accordingly, in accordance with the Code, the Existing Shareholders will vote at the
Company’s special meeting on an ordinary resolution in respect of the Me Today
Allotment (resolution 2).
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an allotment under Rule 7(d).
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 16(h).
NZX Listing Rules
Backdoor Listing
Listing Rule 5.1.1 stipulates that an Issuer must not enter into a transaction to acquire
assets where the transaction would significantly change the nature of the Issuer’s
business or involves a Gross Value above 50% of the Average Market Capitalisation
of the Issuer unless the transaction is approved by way of an ordinary resolution.

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The Acquisition will change the nature of CSM’s business and has a Gross Value
above 50% of the Company’s Average Market Capitalisation.
Listing Rule 7.3.1 (b) (iii) requires CSM to provide a listing profile in respect of the
Restructure (the Profile).
NZX Guidance Note Backdoor and Reverse Listing Transactions dated 1 January
2019 (the Guidance Note) states that “NZX considers that a notice of meeting in
relation to a backdoor or reverse transaction must include an independent appraisal
report prepared in accordance with Rule 7.10”.
Material Transaction with a Related Party
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The HHL Placement is a Material Transaction as it involves the issue of Equity
Securities with a market value in excess of 10% of CSM’s Average Market
Capitalisation.
HHL is an Associated Person of APZ. APZ is a Related Party of the Company as it
holds 15.08% of the Company’s shares. Consequently HHL is also regarded as a
Related Party of the Company.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1 (resolution 4).
In addition, Listing Rule 7.8.5 provides that a notice of meeting must be accompanied
by an Appraisal Report if more than 50% of the Placement Shares to be issued are
intended or likely to be acquired by Directors or Associated Persons of Directors.
Sean Joyce is a director of the Company and is potentially an Associated Person of
APZ given his long-standing role as a professional adviser to APZ and its related
parties (although this issue is not unequivocal or definitive).
1.7 Purpose of the Report
The Company’s board of directors (the Board) has engaged Simmons Corporate
Finance Limited (Simmons Corporate Finance) to prepare an Independent
Adviser’s Report on the merits of the allotment of shares under the Me Today
Allotment in accordance with Rule 18 of the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 19 December
2019 to prepare the Independent Adviser’s Report.
The Board has also engaged Simmons Corporate Finance to prepare an Appraisal
Report on the fairness of the Restructure in accordance with the Guidance Note and
an Appraisal Report on the fairness of the HHL Placement in accordance with the
Listing Rules.
Simmons Corporate Finance was approved by NZX Regulation on 16 December
2019 to prepare the Appraisal Report in respect of the Restructure and on 17 January
2020 to prepare the Appraisal Report in respect of the HHL Placement.
Simmons Corporate Finance issues this Independent Adviser’s Report and Appraisal
Report to the Board for the benefit of the Existing Shareholders and the
Non-associated Shareholders to assist them in forming their own opinion on whether
to vote for or against the Restructure Resolutions.

Independent Adviser’s Report
CSM Group Limited Page 7 and Appraisal Report

We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits of the Me Today Allotment and
the fairness of the Restructure and the HHL Placement in relation to each
shareholder. This report on the merits of the Me Today Allotment and the fairness of
the Restructure and the HHL Placement is therefore necessarily general in nature.
The Independent Adviser’s Report and Appraisal Report is not to be used for any
other purpose without our prior written consent.
1.8 Listing Profile
A Profile as required under Listing Rules 1.11.1 and 7.3.1 accompanies the notice of
special meeting provided by CSM to the Existing Shareholders.
The Profile discloses particulars of the business of CSM if the Restructure is
approved. The Profile also provides financial information in respect of the
Restructure and identifies the key risk factors associated with the Me Today Group.
This report should be read in conjunction with the Profile. In order to avoid
unnecessary repetition, references are made to information contained in the Profile
rather than being repeated in this report.

Independent Adviser’s Report
CSM Group Limited Page 8 and Appraisal Report

2. Evaluation of the Merits of the Restructure (including the Me
Today Allotment)
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the allotment of shares to
MTL under the Me Today Allotment, having regard to the interests of the Existing
Shareholders.
There is no legal definition of the term merits in New Zealand in either the Code or in
any statute dealing with securities or commercial law.
In the absence of an explicit definition of merits, guidance can be taken from:
 the Takeovers Panel Guidance Note on Independent Advisers dated 14 March
2019
 definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
 overseas precedents
 the ordinary meaning of the term merits.
The Me Today Allotment forms an integral component of the Restructure. Therefore
when assessing the merits of the Me Today Allotment, an assessment of the merits
of the Restructure also needs to be undertaken.
We are of the view that an assessment of the merits of the Restructure should focus
on:
 the rationale for the Restructure
 the terms and conditions of the Restructure
 the alternatives to the Restructure
 the impact of the Restructure on CSM’s financial position
 the impact of the Restructure on the control of CSM
 the impact of the Restructure on CSM’s share price
 the benefits and disadvantages for the Existing Shareholders of the Restructure
 the benefits and disadvantages for the Me Today Shareholders of the
Restructure
 the implications if the Restructure Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

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CSM Group Limited Page 9 and Appraisal Report

2.2 Summary of the Evaluation of the Merits of the Restructure (Including the Me
Today Allotment)
The Existing Shareholders currently hold shares in a listed shell company with total
equity of approximately $1.8 million as at 31 December 2019 and whose main asset
is cash.
The Restructure will change the essential nature of CSM’s business to an owner of
a supplements and skincare brand and a sales and marketing agency business.
The Restructure consists of CSM:
 acquiring the Me Today Group from the Me Today Shareholders for $5,550,000
 issuing 1,110,000,000 Consideration Shares at an issue price of $0.005 per
share to MTL
 issuing 300,000,000 Placement Shares at an issue price of $0.005 per share
to the Placement Shareholders to raise $1,500,000.
The intended completion date of the Restructure is 31 March 2020.
The Existing Shareholders are being asked to vote on 11 resolutions in respect of
the Restructure. All resolutions must be passed in order for the Restructure to
proceed.
Accordingly, shareholders have 3 alternatives with regard to their voting:
 vote in favour of all 11 resolutions. In event that all resolutions are passed, the
Company will complete the Restructure and will transform into an owner and
operator of the Me Today Group, or
 vote against any of the 11 resolutions. In the event that any resolution is not
passed, then the Restructure will not be undertaken and CSM will remain as a
listed shell company, or
 abstain from voting, in which case the voting of the other shareholders will
determine the outcome.
Our evaluation of the merits of the Restructure is set out in detail in sections 2.3 to
2.17.
In our view, the key overriding factor in assessing the merits of the Restructure is
that, in the absence of the proposed transactions, the Existing Shareholders’
investment in the Company has limited growth potential at this point in time as CSM’s
main asset is cash. The Existing Shareholders will potentially be in a more
advantageous financial position post the Restructure, where they will collectively hold
a 22.72% interest in the Me Today Group. The degree to which the Existing
Shareholders are financially better off will depend on the value of the Me Today
Group, which will be driven to a large degree by the Company’s ability to successfully
execute the Me Today Group’s business strategy and growth initiatives.
Existing Shareholders should however be cognisant that the Me Today Group is an
early stage business with a limited trading history. An investment in CSM post the
Restructure will be of some risk given the uncertainty as to whether the Company will
successfully execute its growth initiatives and generate profits in the future.

Independent Adviser’s Report
CSM Group Limited Page 10 and Appraisal Report

In summary, the positive aspects of the Restructure are:
 the rationale for the Restructure is sound. The Me Today Group will be
backdoor listed into CSM, transforming the Company from a listed shell
company into an owner of a supplements and skincare brand and a sales and
marketing agency business
 the Me Today Shareholders have a sound track record in listing early stage
businesses on the NZX Main Board and growing these businesses
 the terms of the Restructure are reasonable:
 a purchase price of $5,550,000 has been ascribed to the Me Today Group.
This represents the figure agreed between CSM and the Me Today
Shareholders that is used as a reference point to reflect the relative
shareholding levels of the Me Today Shareholders (60.84%), the Existing
Shareholders (22.72%) and the Placement Shareholders (16.44%) in the
Company following the completion of the Restructure
 in the absence of any prospective financial information for the Me Today
Group, it is not possible to undertake an in-depth valuation analysis of the
Me Today Group or form any definitive conclusions as to the value of the
Me Today Group at this point in time. However, the purchase price could
be viewed as being not unreasonable based on the amount of capital
invested by the Me Today Shareholders and the implied value of the Me
Today Group’s intangible assets
 the issue price of $0.005 per share under the Me Today Allotment and the
Placement is fair to the Existing Shareholders. We are of the view that the
value of CSM’s shares prior to the Restructure and in the absence of any
alternative transaction is in the range of $0.0048 to $0.0055. The
Consideration Shares and the Placement Shares will be issued at a price
which is in line with our assessment of the current value of CSM’s shares
and is the same price at which 125,000,000 CSM shares sold on
8 November 2019. Therefore the Me Today Allotment and the Placement
will not be value-dilutionary to the Existing Shareholders
 the conditions and warranties set out in the Sale Agreement are in line with
market practice for transactions of this nature and are not unreasonable
 there is unlikely to be any material transfer of value from the Existing
Shareholders to the Me Today Shareholders under the Restructure as the
consideration for the Acquisition is in the form of scrip (rather than cash) and
we consider the issue price of the Consideration Shares to be fair. As MTL will
hold 60.84% of the Company’s shares post the Restructure, the current
absolute value of the Me Today Group is of lesser importance to the Existing
Shareholders (as opposed to the situation if CSM was to pay the purchase price
in cash)
 the Restructure will have a positive impact on the Company's financial position.
The Company will have cash on hand of approximately $4.1 million and no
interest bearing debt
 the Company’s shares may be re-rated by the market which may improve the
liquidity of the shares and may make the Company a more attractive takeover
target

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 the implications of any of the Restructure Resolutions not being approved by
the Existing Shareholders are that the Restructure will not proceed and CSM
will remain a listed shell company. The Board may continue to operate CSM
as a shell company listed on the NZX Main Board and seek to undertake
another backdoor listing transaction. If this were to happen, there is no
certainty as to if, or when, such a transaction could be completed. In the
meantime, CSM would continue to incur operating costs associated with
remaining listed on the NZX Main Board (including directors’ fees, listing fees,
registry fees and audit fees). Alternatively, the Board may decide to liquidate
the Company, in which case the return to the Existing Shareholders would likely
be no more than $0.004 per share.
In summary, the negative aspects of the Restructure are:
 the risk profile of CSM will change significantly from the limited risks associated
with a company that is currently a listed shell company with cash as its main
asset to the wide range of risks associated with early stage businesses and
those operating in the health and wellness sector
 the Me Today Group has a limited trading history and is not expected to
generate profits in the immediate or near term. There is no guarantee that the
Me Today Group will successfully execute its growth initiatives or generate
profits in the long term
 the Me Today Shareholders will have significant influence over the Company:
 through MTL, they will be able to singlehandedly determine the outcome
of ordinary resolutions as well as block special resolutions
 they will hold 3 out of 6 appointments to the Board, including the chair role
 they will lead the senior management team
 the dilutionary impact of the Restructure on the Existing Shareholders will result
in their current collective interests in the Company reducing by 77%
 the Consideration Shares and Placement Shares issue price of $0.005 per
share is at a significant discount to CSM’s recent volume weighted average
share prices (VWAP). The Company’s one month VWAP to 10 December
2019 was $0.0204. The issue price represents a discount of 75% to the VWAP.
However, we consider CSM’s share price immediately prior to the
announcement of the Restructure likely reflected a heavy speculative element
and is not necessarily reflective of the fair value of the shares. Nevertheless,
given that the issue price is at a significant discount to the Company’s most
recent share price and the quantum of shares being issued is significant, there
is a strong possibility that this will result in a decrease in the Company’s share
price unless the shares are re-rated positively by the market.
There are a number of positive and negative features associated with the
Restructure. In our view, when the Existing Shareholders are evaluating the merits
of the Restructure, they need to carefully consider whether the negative aspects of
the Restructure, including the early stage nature of the Me Today Group and the
associated uncertainty as to its future profitability, the significant level of control that
the Me Today Shareholders will hold over CSM and the dilutionary impact of the Me
Today Allotment and the Placement, could justify voting against any of the
Restructure Resolutions with the outcome that the Company will remain as a listed
shell company seeking an alternate backdoor listing transaction sometime in the
future or be liquidated.

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CSM Group Limited Page 12 and Appraisal Report

In our opinion, after having regard to all relevant factors, the positive aspects
of the Restructure outweigh the negative aspects from the perspective of the
Existing Shareholders.
2.3 The Rationale for the Restructure
CSM has been a listed shell company following the Board’s decision in May 2017 to
cease operations of its wholly owned subsidiary China Scrap Metals Resources Pty
Limited (CSM Pty). CSM Pty was based in Australia, where it processed scrap
metals for export sale to Chinese markets. CSM Pty’s operations were wound down
and the company was voluntarily liquidated on 6 January 2019.
Following the decision to wind down CSM Pty’s operations, the Board considered its
main options for the Company were:
 finding a business to invest in
 undertaking a reverse acquisition of a business seeking a stock exchange
listing
 the voluntary liquidation of CSM and the distribution of the net proceeds of the
liquidation to the Company’s shareholders.
The Board has advised us that it has reviewed numerous potential transactions and
opportunities to introduce a business of suitable scale and growth potential into the
Company in order to leverage its listed status since May 2017. The Restructure
represents the most compelling opportunity evaluated by the Board.
The Board considers the Restructure to be an exciting opportunity for CSM and the
Existing Shareholders:
 it will introduce the Me Today Group’s business operations in the health and
wellness sector into CSM, transforming the Company into an owner of a
supplements and skincare brand and a sales and marketing agency business
 the Me Today Shareholders have a sound track record in listing early stage
businesses on the NZX Main Board and growing these businesses
 the Me Today Group has significant growth opportunities. The approximately
$4.1 million of cash on hand at the completion of the Restructure will help
accelerate growth of Me Today NZ’s existing products in New Zealand and
offshore markets as well as provide capital to invest in new product
development.
In our view, the rationale for the Restructure is sound. CSM is currently a listed shell
company whose main asset is cash. The Acquisition offers the opportunity for the
Company to invest in an early stage high growth business operating in the health and
wellness sector and the Placement ensures that CSM will be adequately financed in
the near term to fund its growth initiatives.
2.4 Process Undertaken by CSM
We are advised by the Board that the Company was approached by a CSM
shareholder on behalf of the Me Today Shareholders to discuss the possibility of a
backdoor listing of the Me Today Group through the Company.
The Board commenced discussions with the Me Today Shareholders on
22 November 2019. Negotiations on behalf of CSM were led by directors Roger
Gower and Sean Joyce.

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The due diligence process undertaken by the Board and its advisers encompassed
a review of the Me Today Group’s commercial operations, its financial performance
and legal matters.
On 29 November 2019, CSM entered into a non-binding term sheet with the Me
Today Shareholders (the Term Sheet).
The Board then negotiated and entered into the Sale Agreement with the Me Today
Shareholders on 10 December 2019. The Variation Agreement was entered into on
20 December 2019 to alter aspects of the structure of the Placement.
2.5 Terms of the Restructure
Acquisition Purchase Price
The Acquisition purchase price is $5,550,000 and is to be satisfied by the Me Today
Allotment.
The Board has advised us that it negotiated the Acquisition purchase price on a
commercial arms-length basis with the Me Today Shareholders, based on the
Board’s evaluation of the level of investment in the Me Today Group and the Me
Today Group’s potential to earn revenue in the future, its gross margins, brand
strength and future growth potential.
The Acquisition purchase price was determined by the Board having regard to the
following factors:
 the expected amount of cash invested in the Me Today Group by the Me Today
Shareholders prior to the Completion Date ($2,300,000)
 recognition of the opportunities accessible to the Me Today Group because of
the Founders’ reputations and experience
 the costs which the Board considers would be incurred if CSM were to establish
the Me Today Group (eg developing and launching the Me Today
tm
brand and
its line of products and undertaking the market development that has been
undertaken to date by the Me Today Group)
 recognition of the sales and distribution platform that Good Brand has
established
 consideration of the revenue being generated from the distribution of third-party
product lines through Good Brand and the potential to increase that revenue
through the introduction of more third-party product lines into the portfolio of
products distributed by Good Brand
 the potential to earn revenue, both domestically and internationally, in the future
through the sale of existing and future Me Today
tm
products
 recognition that Good Brand will hold not less than $1,000,000 in cash at the
Completion Date.
In our view, the Acquisition purchase price is best thought of as representing the
figure agreed between CSM and the Me Today Shareholders that is used as a
reference point to reflect the relative shareholding levels in CSM of the Me Today
Shareholders (60.84%), the Existing Shareholders (22.72%) and the Placement
Shareholders (16.44%) following the completion of the Restructure. In our view, it
does not necessarily reflect the amount that a third party would pay in cash for the
Me Today Group at this point in time.

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CSM Group Limited Page 14 and Appraisal Report

The Me Today Group is an early stage business with the potential for significant
growth. Such businesses are typically valued using the discounted cash flow (DCF)
valuation method. In order to undertake a meaningful DCF assessment, detailed
financial projections are required based on assumptions regarding the key value
drivers of the business.
Unfortunately no prospective financial information has been made available by the
Me Today Group. Section 5 of the Profile entitled Financial Information states:
“No future period prospective financial information
The Founders have, after careful consideration and due enquiry, determined
that the inclusion of prospective financial statements for the period to 31 March
2020 or for the period to 31 March 2021 is likely to mislead financial investors
with regard to particulars that are material to the Reverse Listing. The Founders
believe that it is not practicable to formulate reasonable assumptions on which
to base prospective financial statements.
The reasons for this are as follows:
 The Good Brand Company commenced trading in November 2018 and
the Me Today brand was launched into the market in November 2019.
As a result, the trading history of the Me Today Group is too short for
the Founders to formulate reasonable assumptions on which to base
prospective financial statements.
 The Me Today Group’s distribution is growing quickly, but that is
reflective of the early stage nature of the Me Today Group, and the
Founders cannot formulate reasonable assumptions about future
revenues, or costs, given the wide variation in the Me Today Group’s
potential future financial performance.”
On the basis that a meaningful DCF analysis cannot be undertaken due to the
absence of prospective financial information, we have reviewed the reasonableness
of the purchase price based on:
 the implied revenue multiple for the Me Today Group
 the amount of capital invested in the Me Today Group by the Me Today
Shareholders
 the implied value of the Me Today Group’s intangible assets.
Our analysis is set out in section 7.
Based on our analysis, we consider the Acquisition purchase price to be not
unreasonable. However, we reiterate that given that no prospective financial
information is available, it is not possible to undertake an in-depth valuation of the
Me Today Group and derive any definitive conclusions as to the value of the Me
Today Group at this point in time.
The very limited trading history of the Me Today Group and the absence of
prospective financial information and any in-depth valuation analysis are issues that
Existing Shareholders should consider if they are contemplating buying or selling
CSM shares in the near term.

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CSM Group Limited Page 15 and Appraisal Report

Me Today Allotment
Terms
The 1,110,000,000 Consideration Shares issued under the Me Today Allotment will
be fully paid ordinary shares ranking equally in all respects with all existing shares,
issued at $0.005 per share to MTL.
MTL will hold the Consideration Shares for the Me Today Shareholders as set out
below.

Consideration Shares Held by MTL

Beneficial Shareholder
No. of Consideration
Shares
% of Consideration
Shares
% of
Total Shares
1


Grant Baker interests 499,500,000 45.00% 27.38%

Stephen Sinclair interests 499,500,000 45.00% 27.38%


Velocity 999,000,000 90.00% 54.75%

M & N 111,000,000 10.00% 6.09%



1,110,000,000 100.00% 60.84%

1 Assumes the maximum 300,000,000 Placement Shares are issued under the Placement

The Me Today Shareholders and their nominee MTL have agreed that the
Consideration Shares will be subject to the MTL Escrow, meaning that the
Consideration Shares cannot be traded until the release of the Company’s 2021
annual report (subject to certain limited exceptions).
Fengli Share Sale
Up until 8 November 2019, the largest shareholder in CSM was Fengli Group (Hong
Kong) Co. Limited (Fengli). Fengli held 125,000,000 shares, representing 30.15%
of the total shares on issue. Fengli sold these shares on 8 November 2019 to a
number of investors via an off-market placement at $0.005 per share (the Fengli
Share Sale). The market was made aware of the Fengli Share Sale on 8 November
2019 when 2 investors who participated in the placement filed substantial product
holder notices with NZX.
The Consideration Shares issue price of $0.005 per share is identical to the price at
which the Fengli Share Sale transacted at.
Valuation Assessment
We assess the value of CSM’s shares prior to the Restructure to be in the range of
$0.0048 to $0.0055 per share.
Our valuation assessment is set out in section 8.
Conclusion
Based on the Fengli Share Sale and our valuation assessment, we consider the
Consideration Shares issue price under the Me Today Allotment to be fair, from a
financial point of view, to the Existing Shareholders.
The Consideration Shares issue price is the same price at which the Placement
Shares will be issued at.

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CSM Group Limited Page 16 and Appraisal Report

Placement
Terms
The Placement Shares will be fully paid ordinary shares ranking equally in all
respects with all existing shares, issued at $0.005 per share to the Placement
Shareholders.
The 220,000,000 Placement Shares to be issued to HHL under the HHL Placement
will be placed in escrow for a period of 12 months from the date of their issue (subject
to certain limited exceptions) (the HHL Escrow).
$1,500,000 will be raised from the issue of the Placement Shares. These funds,
together with the minimum required cash at bank balances of $1,580,000 for CSM
and $1,000,000 for the Me Today Group at the Completion Date, will be applied
towards:
 expanding the presence of the Me Today
tm
product range in the New Zealand
market
 launching the Me Today
tm
brand in select overseas markets
 product innovation and category expansion
 hiring new employees for the Me Today Group.
Conclusion
Based on the Fengli Share Sale and our valuation assessment, we consider the
Placement Shares issue price to be fair, from a financial point of view, to the Existing
Shareholders.
The Placement Shares issue price is the same price at which the Consideration
Shares will be issued at.
Sale Agreement Conditions
The Acquisition is conditional on:
 CSM obtaining the Existing Shareholders’ approval of the Restructure
Resolutions
 NZX approval (to the extent required) of the Restructure
 CSM holding cash at bank of at least $1,580,000 at the Completion Date
 CSM having no more than 1,824,550,000 shares on issue at the Completion
Date
 the Me Today Group holding cash at bank of at least $1,000,000 at the
Completion Date
 CSM raising $1,500,000 through the Placement
 the Me Today Group having no external debt or related party debt at the
Completion Date, other than any loan advances made by the Me Today
Shareholders that have previously been approved by CSM in writing and
third-party trade creditors.
The proposed date for satisfaction of the above conditions is 25 March 2020 (or such
date that CSM and the Me Today Shareholders agree in writing).

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The conditions in respect of cash at bank and the Placement will ensure that post the
Restructure, the Company will have at least $4,080,000 of cash at bank and no
external debt.
In the event that either CSM or the Me Today Group does not meet its respective
minimum cash at bank condition, the party in default will be required to make good
that cash deficit with a payment of cash to the other party equivalent to the shortfall.
We are of the view that the conditions of the Acquisition are in line with market
practice for transactions of this nature and are not unreasonable.
Sale Agreement Warranties
Under the Sale Agreement, CSM has provided warranties in respect of CSM’s
shares, information, material circumstances, compliance with laws and tax.
The Me Today Shareholders have provided warranties in respect of Good Brand’s
shares, information, material circumstances, assets, books and records, statutory
compliance, litigation / claims, employment, intellectual property, contracts and tax.
Each party’s liability under these warranties is limited to claims brought within 12
months of the Completion Date and to an aggregate amount limited to $2.1 million in
the case of warranties given by CSM and the Acquisition purchase price in the case
of warranties given by the Me Today Shareholders.
We are of the view that the warranties provided under the Sale Agreement are in line
with market practice for transactions of this nature and are not unreasonable.
Completion Date
Completion of the Restructure is expected to take place on 31 March 2020.
2.6 Limited Likelihood of Alternative Transactions
We are advised by the Board that since announcing the wind down of CSM Pty in
2017, it has received numerous proposals for companies to backdoor list via CSM.
The Board is of the view that none of the proposals they have evaluated since are as
compelling as the Restructure.
The Board has confirmed to us that it is not evaluating any other acquisitions /
backdoor listing opportunities. Accordingly, we consider the likelihood of an
alternative transaction in the near term to be limited.
2.7 Impact on Financial Position
A summary of CSM’s and the Me Today Group’s recent financial position is set out
in sections 5.6 and 6.8 respectively.
As at 31 December 2019, CSM had approximately $1.8 million of cash on hand and
total equity of approximately $1.8 million.
Following the Restructure, the Company will have approximately $4.1 million of cash
on hand and no interest bearing debt following the issue of $5.55 million of
Consideration Shares and $1.5 million of Placement Shares.

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2.8 Impact on Control
Share Capital and Shareholders
CSM currently has 414,550,000 fully paid ordinary shares on issue held by 1,502
shareholders. The names, number of shares and percentage holding of the
Company’s 10 largest shareholders as at 21 February 2020 are set out in section
5.4.
Shareholding Levels
Neither the Me Today Shareholders nor MTL currently hold any shares in the
Company. Following the Restructure:
 MTL will hold 60.84% of the Company’s shares
 the Existing Shareholders will collectively hold 22.72% of the Company’s
shares
 the Placement Shareholders will collectively hold 16.44% of the Company’s
shares.
Shareholding Voting
Following the Restructure, the Me Today Shareholders’ ability to influence the
outcome of shareholder voting through MTL will be significant. MTL’s holding of
60.84% of the Company’s voting rights will enable the Me Today Shareholders’ to:
 pass or block ordinary resolutions (which require the approval of more than
50% of the votes cast by shareholders)
 block special resolutions (which require the approval of 75% of the votes cast
by shareholders).
We note that while a shareholding level of 60.84% is technically not sufficient to
singlehandedly pass a special resolution, in reality, it most probably can due to the
fact that a number of shareholders in widely held companies (such as CSM with over
1,500 shareholders) tend not to vote on resolutions and hence the relative weight of
the 60.84% shareholding increases.
The ability for any shareholder to influence the outcome of voting on the Company’s
ordinary resolutions or special resolutions may be reduced by external factors such
as the Company’s constitution, the Code, the Listing Rules and the Co’s Act (eg if
the shareholder is precluded from voting on the resolution because it is a party to the
transaction which the resolution relates to).
Ability to Creep
MTL will be able to utilise the creep provisions of Rule 7(e) of the Code. The creep
provisions enable entities that hold more than 50% and less than 90% of the voting
securities in a code company to acquire up to a further 5% of the code company’s
shares in any 12 month period without the need for shareholder approval. MTL will
be able to utilise the creep provisions commencing 12 months after the date of the
Me Today Allotment.

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CSM Group Limited Page 19 and Appraisal Report

Board Control
As set out in section 5.3, the Company currently has 5 directors on the Board, none
of whom are associated with the Me Today Shareholders.
Following the Restructure, the Me Today Shareholders will exert significant control
over the Board as they will hold 50% of the Board appointments and the chair role:
 Me Today Shareholders Grant Baker, Michael Kerr and Stephen Sinclair will
be appointed to the Board, along with new independent directors Hannah
Barrett and Antony Vriens
 current directors Sean Joyce, Ping Li, Tim Preston and Zhmin (Richard) Shi will
resign from the Board while current independent director Roger Gower will
remain on the Board
 Grant Baker will be appointed Board chair.
The new directors’ resumes are set out in section 3 of the Profile entitled The Me
Today Group and What it Does.
Operations
Following the Restructure, the Me Today Shareholders will exert significant influence
over the Company’s operations:
 Michael Kerr will be appointed as the Company’s chief executive officer
 Stephen Sinclair will take up the role of chief financial officer on an interim
basis.
Protection for Minority Shareholders
While the Me Today Shareholders will have significant control over CSM, they cannot
act in an oppressive manner against minority shareholders. The Co’s Act provides a
level of protection to minority shareholders. Furthermore, any transactions between
the Company and any shareholder holding 10% or more of the Company’s shares
will need to satisfy the requirements of the Listing Rules with respect to transactions
with related parties.
2.9 Dilutionary Impact
The Restructure will result in the Existing Shareholders’ shareholdings in the
Company being diluted by 77.3%:
 the Me Today Allotment will dilute the Existing Shareholders’ shareholdings by
72.8%
 the Placement will further dilute the Existing Shareholders’ (already diluted)
shareholdings by 16.4%.
While the dilutionary impact is significant, we are of the view that the Existing
Shareholders’ main focus should be on whether there is any dilutionary impact on
the value of their respective shareholdings rather than on their level of voting rights.
As stated in section 2.5, we are of the view that the Consideration Shares and the
Placement Shares issue price is fair to the Existing Shareholders from a financial
point of view and therefore does not dilute the value of their respective shareholdings.

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2.10 Impact on Share Price and Liquidity
A summary of CSM’s daily closing share price and monthly volume of shares traded
from 4 January 2017 is set out in section 5.8.
In the year up to 10 December 2019 (immediately prior to the announcement of the
Restructure), 0.5% of the Company’s shares traded at a VWAP of $0.0198. The vast
majority of these shares traded between 29 November 2019 and 10 December 2019
(ie over a 2 week period after the announcement of the Fengli Share Sale). The
closing share price on 10 December 2019 was $0.023 and the one month VWAP was
$0.0204.
CSM’s shares were placed on a trading halt on 11 December 2019 following the
announcement of the Restructure. The quotation of the Company’s shares was
suspended by NZX Regulation on 17 December 2019, pending the issue of the notice
of special meeting and the Profile to the Existing Shareholders.
Given that the Consideration Shares and the Placement Shares issue price of $0.005
is at a 75% discount to the one month VWAP and the size of the Me Today Allotment
and the Placement, the Company’s share price could possibly drop immediately after
the Restructure.
Re-rating of CSM Shares
In our view, the prices at which CSM’s shares traded immediately prior to the
announcement of the Restructure most likely reflect a heavy speculative element that
assumed that a backdoor listing transaction would take place following the market
becoming aware of the Fengli Share Sale.
The trading in CSM’s shares between 29 November 2019 and 10 December 2019
indicates that the Restructure may lead to a re-rating of the Company’s shares. The
transformation of the Company to an owner of a supplements and skincare brand
and a sales and marketing agency business may lead to greater demand for the
Company’s shares which in turn may lead to higher prices for the shares. However,
Existing Shareholders should also bear in mind that any re-rating of the Company’s
shares may increase the variability in the share prices and this may result in the
Company’s share price either increasing or decreasing.
Liquidity
Trading in the Company’s shares is extremely thin, reflecting that the top 10
shareholders collectively hold 94.10% of the shares.
Existing Shareholders currently have very limited opportunities to sell their shares.
Only 0.5% of the Company’s shares traded in the year up to 10 December 2019 and
the vast majority of these traded between 29 November 2019 and 10 December
2019. In the year up to 8 November 2019 (ie the date of the Fengli Share Sale), only
0.1% of the Company’s shares traded.
The Restructure will not necessarily improve the liquidity of the Company’s shares
as the number of shares held by the Existing Shareholders will not change and the
shares issued to MTL and HHL are subject to the MTL Escrow and the HHL Escrow
respectively.
Should MTL and / or HHL seek to dispose of some of their CSM shares following the
respective escrow periods, this may result in increased trading in the Company’s
shares, thereby improving liquidity. Similarly, the sale of any Placement Shares not
subject to the escrow may improve liquidity.

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While we would expect increased demand for the Company’s shares post the
Restructure, we note that the relatively small free float means that there will be a
limited number of shares available for sale and this may restrict the level of trading
in the Company’s shares.
2.11 Main Advantage to the Existing Shareholders of the Restructure
Following the Restructure, the Existing Shareholders will collectively hold 22.72% of
the shares in an early stage business that owns a supplements and skincare brand
and a sales and marketing agency business and which will be adequately financed
to meet its near term capital needs.
Currently they hold 100% of the shares in a listed shell company with total equity of
$1.8 million as at 31 December 2019 and whose shares are thinly traded on the NZX
Main Board.
2.12 Main Disadvantage to the Existing Shareholders of the Restructure
The main disadvantage to the Existing Shareholders of the Restructure is that the
shares issued under the Me Today Allotment and the Placement will significantly
dilute their interests in the Company. Their collective shareholding will be diluted by
77% from their collective shareholding of 100% at present to 22.72%.
In our view, the positive aspects of the transformation of the Company (as set out in
section 2.2) outweigh the dilutionary impact of the Restructure.
2.13 Other Issues for the Existing Shareholders to Consider
Change in Business Risk
A detailed analysis of the risks associated with an investment in CSM post the
Restructure is set out in section 6 of the Profile entitled Risks to the Me Today Group’s
Business and Plans and are summarised in section 6.6 of this report.
The analysis highlights the increased level of risk associated with an investment in
the Company post the Restructure and the Existing Shareholders need to be
cognisant of the change in the risk profile of their investment in the Company.
Future Requirements for Capital
As part of the Restructure, CSM will raise $1,500,000 under the Placement. Under
the Sale Agreement, CSM and the Me Today Group are required to have minimum
cash at bank of $1,580,000 and $1,000,000 respectively at the Completion Date.
The Profile does not discuss what the Me Today Group’s longer term additional equity
capital requirements are likely to be or how they may be sourced.
Given the nature of early stage high growth businesses, we are of the view that it is
probable that the Company will need to raise additional equity capital in the medium
term to fund the Me Today Group’s growth initiatives.
Existing Shareholders should be cognisant that any equity raisings in the future by
the Company in which they do not participate will lead to further dilution of their
proportionate interests in the Company.

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CSM Group Limited Page 22 and Appraisal Report

Restructure Costs
The total transaction costs associated with the Restructure are estimated to be in the
vicinity of $250,000.
CSM’s share of the costs are estimated to be in the vicinity of $120,000. The costs
include legal fees, Takeovers Panel fees, NZX Regulation fees, shareholder meeting
costs and the cost of this report.
Benefits to CSM of the Me Today Shareholders as Cornerstone Shareholders
The Me Today Allotment will position the Me Today Shareholders as important
cornerstone investors in CSM, signalling their confidence in the future prospects of
the Company. Furthermore, the Founders will undertake integral roles in the
governance and management of the Company.
Existing Shareholder Approval is Required
Pursuant to Rule 7(d) of the Code and Listing Rule 5.1.1, the Existing Shareholders
must approve by special resolution the Acquisition and by ordinary resolutions the
Me Today Allotment and the Placement.
The Restructure will not proceed unless the Existing Shareholders approve all of the
Restructure Resolutions.
May Increase the Attractiveness of the Company as a Takeover Target
Following the Restructure, the Me Today Shareholders will not be able to increase
their level of shareholding in the Company unless they comply with the provisions of
the Code and the Listing Rules.
The Me Today Shareholders will generally only be able to acquire more shares in the
Company if:
 they make a full or partial takeover offer
 the acquisition is approved by way of an ordinary resolution of the Company’s
shareholders excluding the Me Today Shareholders
 the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Company’s shareholders excluding the Me Today
Shareholders
 the Company undertakes a share buyback that is approved by the Company’s
shareholders and MTL does not accept the offer of the buyback.
As discussed in section 2.8, MTL will be able to utilise the creep provisions of Rule
7(e) of the Code.
If the Restructure Resolutions are approved and the Me Today Group is backdoor
listed, we consider it highly unlikely that the Me Today Shareholders would make a
takeover offer for the Company as this would result in the Me Today Group being
privatised, thereby reversing the backdoor listing transaction.
However, the Me Today Group, as a listed entity, will have a higher profile and may
be more visible and attractive to potential investors, which may increase the likelihood
of a takeover offer for the Company.

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2.14 Key Benefit to the Me Today Shareholders
Enhanced Investment Liquidity
CSM offers the Me Today Shareholders an effective and efficient means to achieve
a listing of the Me Today Group on a recognised stock exchange.
Backdoor listing the Me Today Group on the NZX Main Board via CSM will provide a
number of benefits to the Me Today Group and the Me Today Shareholders:
 an enhancement of the Me Today Group’s profile in the market place
 the ability to raise equity capital more easily
 the ability to use scrip for acquisitions
 liquidity for the Me Today Shareholders (following the expiry of the MTL
Escrow).
The Me Today Shareholders will exchange their investment in a closely held
non-listed company for a shareholding of 60.84% in a company listed on the NZX
Main Board, thereby enhancing the liquidity of their investment.
2.15 Disadvantages to the Me Today Shareholders
Exposure to the Regulatory Requirements of CSM
The key risks that are likely to impact upon the business operations of the Me Today
Group are summarised in section 6.6. The Me Today Shareholders currently face
these risks through their investment in the Me Today Group and therefore their risk
exposure does not change to any significant extent.
However, following the Restructure, the Me Today Group will be a subsidiary of the
Company and will be subject to the additional regulatory requirements of the Code
and the Listing Rules.
2.16 Likelihood of the Restructure Resolutions Being Approved
The Restructure Resolutions are interdependent with each other. All 11 Restructure
Resolutions must be passed in order for any one resolution of the 11 Restructure
Resolutions to be passed.
All Existing Shareholders are entitled to vote on each of the Restructure Resolutions,
other than any shareholder or their associated persons / associates who are to
receive any of the securities referred to in resolutions 2, 3 or 4. For example, APZ
and its associated persons are prohibited from voting any shares that they hold in
relation to resolution 4 in respect of the HHL Placement.
The Board has unanimously recommended that the Existing Shareholders vote in
favour of the Restructure Resolutions.
The Company’s 3 largest shareholders collectively hold 54.88% of the Company’s
shares:
 Marvel Fantasy Limited (Marvel) – 24.12%
 Ilakolako Investment Limited (Ilakolako) – 15.68%
 APZ – 15.08%.

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Assuming the 3 shareholders vote on the Restructure Resolutions, the manner in
which they vote on the 9 ordinary resolutions (resolutions 2 to 10) could determine
the outcome of each resolution.
The next 2 largest shareholders in the Company are:
 Lindsay Investment Trust – 12.06%
 Wallflower Limited (Wallflower) – 10.77%.
Collectively, the 5 largest shareholders hold 77.72%. Assuming they all vote on the
Restructure Resolutions, the manner in which these 5 shareholders vote on the
2 special resolutions (resolutions 1 and 11) could determine the outcome of each
resolution.
As at the date of this report, none of the 5 largest shareholders has made a public
statement as to how they will vote on the Restructure Resolutions.
2.17 Implications of the Restructure Resolutions not Being Approved
If any one of the 11 Restructure Resolutions is not approved, then the Restructure
will not proceed and CSM will remain a listed shell company.
The Board may continue to operate CSM as a shell company listed on the NZX Main
Board and seek to undertake another backdoor listing transaction. If this were to
happen, there is no certainty as to if, or when, such a transaction could be completed.
In the meantime, CSM would continue to incur operating costs associated with
remaining listed on the NZX Main Board (including directors’ fees, listing fees, registry
fees and audit fees).
CSM had cash of approximately $1.8 million as at 31 December 2019 and the Board
expects that the Company will have cash of approximately $1.6 million as at the
Completion Date following the payment of operating costs and transaction costs.
Depending on the time and costs incurred to evaluate other transactions, CSM may
need to raise additional capital from its existing shareholders and / or new
shareholders at some stage or the Board may contemplate winding up the Company.
The non-approval of the Restructure could possibly have negative implications for
future capital raising initiatives as potential investors may be hesitant to invest in the
Company – especially if shareholder approval is required.
Alternatively, the Board may decide to liquidate the Company and return the net
proceeds to the Existing Shareholders. After allowing for liquidation costs, the return
to shareholders would likely be no more than $0.004 per share.
2.18 Options for Shareholders who do not Wish to Retain Their Investment in CSM
Sell On-market
Those Existing Shareholders who do not wish to remain shareholders in the
Company after the Restructure is completed could possibly sell their shares
on-market. However, given that the Company’s shares are infrequently traded on
the NZX Main Board, that option may not be readily available.

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Minority Buy-out Rights Under the Co’s Act
If the Restructure Resolutions are passed, those Existing Shareholders who voted all
of their shares against special resolution 1 will be entitled to require the Company to
buy their shares in accordance with the provisions of the Co’s Act.
A detailed explanation of the minority buy-out rights is set out in Appendix 2 of the
notice of special meeting.
2.19 Voting For or Against the Restructure Resolutions
Voting for or against the Restructure Resolutions is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Shareholders will need to consider these consequences
and consult their own professional adviser if appropriate.

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CSM Group Limited Page 26 and Appraisal Report

3. Evaluation of the Fairness of the Restructure
3.1 Basis of Evaluation
The Guidance Note states that “NZX considers that a notice of meeting in relation to
a backdoor or reverse transaction must include an independent appraisal report
prepared in accordance with Rule 7.10”.
Listing Rule 7.10.2 requires an Appraisal Report to consider whether the terms and
conditions of the Restructure are fair to the Existing Shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
In our opinion, the Restructure will be fair to the Existing Shareholders if:
 they are likely to be at least no worse off if the Restructure proceeds than if it
does not. In other words, we consider that the Restructure will be fair if there
is no value transfer from the Existing Shareholders to the Me Today
Shareholders, and
 the terms and conditions of the Restructure are in line with market terms and
conditions.
We have evaluated the fairness of the Restructure by reference to:
 the rationale for the Restructure
 the terms and conditions of the Restructure
 the alternatives to the Restructure
 the impact of the Restructure on CSM’s financial position
 the impact of the Restructure on the control of CSM
 the impact of the Restructure on CSM’s share price
 the benefits and disadvantages for the Existing Shareholders of the Restructure
 the benefits and disadvantages for the Me Today Shareholders of the
Restructure
 the implications if the Restructure Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

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3.2 Evaluation of the Fairness of the Restructure for the Purposes of Listing
Rule 7.10.2
In our opinion, after having regard to all relevant factors, the terms and
conditions of the Restructure are fair to the Existing Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.17. In summary, the
key factors leading to our opinion are:
 the rationale for the Restructure is sound
 the terms of the Restructure are reasonable:
 while it is not possible to undertake an in-depth valuation analysis of the
Me Today Group or form any definitive conclusions as to the value of the
Me Today Group at this point in time, the Acquisition purchase price could
be viewed as being not unreasonable
 the issue price of $0.005 per share under the Me Today Allotment and the
Placement is fair
 the conditions and warranties set out in the Sale Agreement are in line with
market practice for transactions of this nature
 the Restructure will have a positive impact on the Company's financial position
 the Me Today Shareholders (through MTL) will hold 60.84% of the Company’s
voting rights following the Restructure. The Me Today Shareholders’ ability to
influence the outcome of shareholder voting will be significant as they will be
able to singlehandedly determine the outcome of ordinary resolutions and block
special resolutions
 the Me Today Shareholders will have significant influence over the Board and
the Company’s operations
 the Company’s shares may be re-rated by the market which may improve the
liquidity of the shares and may make the Company a more attractive takeover
target
 the risk profile of CSM will change significantly from the limited risks associated
with a company that is currently a listed shell company to the wide range of
risks associated with early stage businesses and those operating in the health
and wellness sector
 the Me Today Group has a limited trading history and is not expected to
generate profits in the immediate or near term. There is no guarantee that the
Me Today Group will successfully execute its growth initiatives or generate
profits in the long term
 the dilutionary impact of the Restructure on the Existing Shareholders will result
in their current collective interests in the Company reducing by 77%

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 the implications of any of the Restructure Resolutions not being approved by
the Existing Shareholders are that the Restructure will not proceed and CSM
will remain a listed shell company. The Board may continue to operate CSM
as a shell company listed on the NZX Main Board and seek to undertake
another backdoor listing transaction. If this were to happen, there is no
certainty as to if, or when, such a transaction could be completed. In the
meantime, CSM would continue to incur operating costs associated with
remaining listed on the NZX Main Board (including directors’ fees, listing fees,
registry fees and audit fees). Alternatively, the Board may decide to liquidate
the Company, in which case the return to the Existing Shareholders is likely to
be no more than $0.004 per share.
3.3 Alternative Courses for CSM
As stated in section 2.6, the likelihood of an alternative transaction in the near term
is limited. The Board is not evaluating any other potential transactions. The costs
incurred in evaluating the Restructure and seeking shareholder approval will reduce
the Company's cash reserves.
3.4 Voting For or Against the Restructure Resolutions
Voting for or against the Restructure Resolutions is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Shareholders will need to consider these consequences
and consult their own professional adviser if appropriate.

Independent Adviser’s Report
CSM Group Limited Page 29 and Appraisal Report

4. Evaluation of the Fairness of the HHL Placement
4.1 Overview of the HHL Placement
HHL proposes to subscribe for 220,000,000 Placement Shares under the HHL
Placement for $1,100,000, representing 12.06% of CSM’s shares on issue following
the Restructure. HHL will become the Company’s second largest shareholder
following the Restructure.
HHL is an associated person of APZ, who is currently the Company’s third largest
shareholder, holding 15.08% of CSM’s shares on issue.
Accordingly, the HHL Placement represents a Material Transaction with a Related
Party under Listing Rules 5.2.1.
4.2 Basis of Evaluation
Listing Rule 7.10.2 requires an Appraisal Report to consider whether the terms and
conditions of the HHL Placement are fair to the Non-associated Shareholders.
In our opinion, the HHL Placement will be fair to the Non-associated Shareholders if:
 they are likely to be at least no worse off if the HHL Placement proceeds than
if it does not. In other words, we consider that the HHL Placement will be fair
if there is no value transfer from the Non-associated Shareholders to HHL, and
 the terms and conditions of the HHL Placement are in line with market terms
and conditions.
We have evaluated the fairness of the HHL Placement by reference to:
 the rationale for the HHL Placement
 the terms and conditions of the HHL Placement
 the benefits and disadvantages to the Non-associated Shareholders of the HHL
Placement
 the benefits and disadvantages to HHL of the HHL Placement
 the implications if the resolution in respect of the HHL Placement is not
approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

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CSM Group Limited Page 30 and Appraisal Report

4.3 Evaluation of the Fairness of the HHL Placement for the Purposes of Listing
Rule 7.10.2
In our opinion, after having regard to all relevant factors, the terms and
conditions of the HHL Placement are fair to the Non-associated Shareholders.
The key factors leading to our opinion are:
 the rationale for the HHL Placement is sound. The HHL Placement represents
the majority portion of the Placement (73.33%) and the Placement is a key
component of the Restructure. As stated in section 2.3, we consider the
rationale for the Restructure to be sound. In order for the Restructure to
proceed, the HHL Placement must be approved
 the terms of the HHL Placement are reasonable:
 as stated in section 2.5, we are of the view that the Placement Shares
issue price of $0.005 per share is fair to the Non-associated Shareholders
 HHL has agreed that the 220,000,000 Placement Shares will be placed in
escrow under the HHL Escrow for a period of 12 months
 the HHL Placement, as an integral component of the Restructure, will have a
positive impact on the Company's financial position
 HHL will hold 12.06% of the Company’s voting rights following the Restructure
and will be the Company’s second largest shareholder. However, HHL’s ability
to influence the outcome of shareholder voting will not be significant. It will not
be able to singlehandedly determine the outcome of ordinary resolutions or
special resolutions
 HHL will not have any significant influence over the Board or the Company’s
operations
 the dilutionary impact of the Restructure (of which the HHL Placement forms
part of) on the Non-associated Shareholders will result in their current collective
interests in the Company reducing by 77%
 the implications of resolution 4 in respect of the HHL Placement not being
approved by the Non-associated Shareholders is that the Restructure will not
proceed. The implications of the Restructure not proceeding are set out in
section 2.17.
4.4 Voting For or Against Resolution 4 in Respect of the HHL Placement
Voting for or against resolution 4 in respect of the HHL Placement is a matter for
individual shareholders based on their own views as to value and future market
conditions, risk profile and other factors. Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

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5. Profile of CSM
5.1 Background
The Company was incorporated on 27 June 2007 as RLV No. 3 Limited (RLV). It
changed its name to Orion Minerals Group Limited on 16 December 2008 and to
CSM Group Limited on 8 April 2016.
RLV was established as a reverse listing vehicle for the purpose of providing a
privately owned company with a cost and time efficient way to achieve a stock market
listing on the NZX markets.
RLV issued a prospectus on 8 October 2007 and raised $250,000 (before issue
costs) through the issue of 25,000,000 shares at an issue price of $0.01 per share.
RLV was listed on the alternative market (the NZAX) operated by NZX on 29 October
2007.
On 12 December 2007, the Company announced that it had agreed to acquire all the
shares in TJRE Holdings Limited for approximately $13.75 million, representing a
reverse listing of The Joneses national residential real estate business through RLV
(the Joneses Transaction). However, the Company announced on 18 February
2008 that the Joneses Transaction would no longer proceed.
On 11 December 2008, RLV acquired 100% of the shares in Minera Varry S.A, a
Chilean company which owned an iron ore mining concession in Chile (the Minera
Varry Transaction).
In conjunction with the Minera Varry Transaction, RLV entered into a subscription
agreement with Fengli, whereby Fengli agreed to subscribe for up to 200,000,000
ordinary shares in RLV at an issue price of US$0.125 per share and 50,000,000
options to acquire 50,000,000 ordinary shares in RLV (the Fengli Placement).
Fengli eventually acquired 125,000,000 shares under the Fengli Placement.
In 2011, the Board decided to cease the Company’s prospective mining operations
in Chile and pursue an alternative business strategy of undertaking private equity
investment in projects and companies with Chinese market potential.
On 17 July 2013, the Company’s shareholders approved the commencement of a
new business operation in Australia processing scrap metal for export sale to
Chinese markets (the CSM Transaction). CSM Pty was incorporated in Australia as
a wholly owned subsidiary of the Company to undertake the operations.
On 10 May 2017, CSM announced its intention to wind down CSM Pty’s commercial
scrap metal operations. CSM Pty was voluntarily liquidated on 6 January 2019.

Independent Adviser’s Report
CSM Group Limited Page 32 and Appraisal Report

The Company’s key events are summarised below.

5.2 Nature of Operations
The Company has not undertaken any acquisitions since the wind down of its
Australian commercial scrap metal operations. It has remained as a listed shell
company with approximately $1.8 million of cash on hand as at 31 December 2019.
5.3 Directors and Senior Management
The Board consists of 5 non-executive directors:
 Roger Gower, independent chair
 Sean Joyce, non-independent director
 Ping Li, independent director
 Tim Preston, non-independent director
 Zhmin (Richard) Shi, independent director.
The Company has no employees.
5.4 Capital Structure and Shareholders
CSM currently has 414,550,000 fully paid ordinary shares on issue held by 1,502
shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 21 February 2020 are set out below.

CSM’s 10 Largest Shareholders

Shareholder No. of Shares %

Marvel 100,000,000 24.12%
Ilakolako 65,000,000 15.68%
APZ 62,524,790 15.08%
Forsyth Barr Custodians Limited (FBCL) 50,002,530 12.06%
Wallflower 44,667,000 10.77%
Minera Varry Minerals Limited (MVM) 19,410,000 4.68%
Custodial Services Limited 17,000,050 4.10%
Brett Wilkinson and Julie Wilkinson 13,200,000 3.18%
Laddara Pty Limited 10,000,000 2.41%
Shane Edmond 8,300,856 2.00%

Subtotal
390,105,226 94.10%
Others (1,492 shareholders) 24,444,774 5.90%

Total
414,550,000 100.00%

Source: NZX Company Research

Independent Adviser’s Report
CSM Group Limited Page 33 and Appraisal Report

Marvel is the Company’s largest shareholder, holding 24.12% of the Company’s
shares which it acquired in December 2009. Marvel is incorporated in Hong Kong.
Ilakolako is owned by Rhonda Preston (50%) and Susan Lee (50%). Mrs Preston is
the wife of Company director Tim Preston. The shares were acquired from Fengli
under the Fengli Share Sale. We understand that Mrs Preston is the beneficial owner
of 45,000,000 shares held by Ilakolako (as bare trustee) and the remaining
20,000,000 shares are held by Ilakolako on principal account.
APZ is owned by John Sorensen.
FBCL holds 50,000,000 shares (12.06%) on behalf of the Lindsay Investment Trust.
The shares were acquired from Fengli under the Fengli Share Sale.
Wallflower appears to be a New Zealand incorporated company owned by Lan Zhu
that has been removed from the companies register.
MVM is wholly owned by Judith Burson. MVM’s sole director is Donald Gibson. We
understand that MVM acts as a bare trustee for one or more entities / persons.
5.5 Financial Performance
A summary of CSM’s recent financial performance is set out below.

Summary of CSM Financial Performance

Year to
30 Jun 18
1

(Audited)
$000
Year to
30 Jun 19
(Audited)
$000
6 Mths to
31 Dec 19
(Unaudited)
$000

Revenue - - -

Administrative expenses (601) (564) (291)


Operating loss (601) (564) (291)

Finance income 27 28 7

Exchange (loss) / gain (214) (91) 33


Loss before income tax (788) (627) (251)

Income tax expense - - -


Loss from continuing operations (788) (627) (251)

Gain / (loss) from discontinued operations (202) 13 -

Transfer from reserve on wind down of CSM Pty - (697) -

Net loss for the year

(990) (1,311) (251)

1 Restated

Source: CSM audited financial statements and interim financial statements for 6 months ended 31 December 2019

Since the wind down of CSM Pty, CSM’s only source of revenue has been interest
received on its cash deposits.
Administrative expenses have consisted mainly of directors’ fees, audit fees and
consulting costs.
Discontinued operations relate to CSM Pty.

Independent Adviser’s Report
CSM Group Limited Page 34 and Appraisal Report

5.6 Financial Position
A summary of CSM’s recent financial position is set out below.

Summary of CSM Financial Position

As at
30 Jun 18
1

(Audited)
$000
As at
30 Jun 19
(Audited)
$000
As at
31 Dec 19
(Unaudited)
$000

Cash and cash equivalents 2,452 1,874 1,798

Trade and other receivables 120 69 47

Taxation receivable 246 212 19



Total assets 2,818 2,155 1,864

Trade payables and other liabilities (174) (125) (85)

Net assets
2,644 2,030 1,779

Net assets per share $0.0064 $0.0049 $0.0043

1 Restated

Source: CSM audited financial statements and interim financial statements for 6 months ended 31 December 2019

CSM’s current assets comprise mainly cash.
The Company had total equity of approximately $1.8 million as at 31 December 2019,
comprising:
 share capital – $44.9 million
 accumulated losses – negative $43.1 million.
5.7 Cash Flows
A summary of CSM’s recent cash flows is set out below.

Summary of CSM Cash Flows

Year to
30 Jun 18
1

(Audited)
$000
Year to
30 Jun 19
(Audited)
$000
6 Mths to
31 Dec 19
(Unaudited)
$000

Net cash (outflow) from operating activities (792) (487) (113)

Net cash inflow from investing activities 509 - -

Net cash inflow from financing activities
- - -

Net decrease in cash held (283) (487) (113)

Opening cash balance 2,676 2,452 1,874

Effect of exchange rate changes 59 (91) 37

Closing cash balance
2,452 1,874 1,798

1 Restated

Source: CSM audited financial statements and interim financial statements for 6 months ended 31 December 2019

CSM has incurred approximately $1.4 million of cash losses from its operations over
the past 2 and a half year period to 31 December 2019.
The Company received $0.5 million of net proceeds from the wind up of CSM Pty in
the 2018 financial year.
CSM has not raised any capital since the Fengli Placement in November 2009.

Independent Adviser’s Report
CSM Group Limited Page 35 and Appraisal Report

5.8 Share Price History
Set out below is a summary of CSM’s daily closing share price and monthly volumes
of shares traded from 4 January 2017 to 10 December 2019. CSM’s shares were
placed on a trading halt on 11 December 2019 and the quotation of the Company’s
shares was suspended on 17 December 2019.

Source: NZX Company Research
During the period, CSM’s shares have traded between $0.001 and $0.023 at a VWAP
of $0.0144.
An analysis of CSM’s recent VWAP, traded volumes and liquidity (measured as
traded volumes as a percentage of shares outstanding) up to 10 December 2019 is
set out below.

Share Trading up to 10 December 2019

Period Low
($)
High
($)
VWAP
($)
Volume
Traded
(000)
Liquidity

1 month 0.001 0.023 0.0204 1,899 0.5%

3 months 0.001 0.023 0.0204 1,899 0.5%

6 months 0.001 0.023 0.0203 1,901 0.5%

12 months 0.001 0.023 0.0198 1,955 0.5%

Source: NZX Company Research


Trading in the Company’s shares is extremely thin. Virtually all of the share trades
in the above table occurred over 6 trading days between 29 November 2019 and
10 December 2019 (ie post the Fengli Share Sale and in the 2 weeks leading up to
the announcement of the Restructure), as set out in the following graph.

Independent Adviser’s Report
CSM Group Limited Page 36 and Appraisal Report


Source: NZX Company Research
The extremely thin trading is more apparent when viewed over the period up to
8 November 2019, being the date of the Fengli Share Sale.

Share Trading up to 8 November 2019

Period Low
($)
High
($)
VWAP
($)
Volume
Traded
(000)
Liquidity

1 month n/a n/a n/a - n/a

3 months 0.001 0.001 0.0010 2 0.0%

6 months 0.001 0.001 0.0010 2 0.0%

12 months 0.001 0.008 0.0064 226 0.1%

n/a: Not applicable as the shares did not trade

Source: NZX Company Research

Independent Adviser’s Report
CSM Group Limited Page 37 and Appraisal Report

6. Profile of the Me Today Group
6.1 Ownership Structure
Good Brand
Good Brand was incorporated on 27 September 2018.
The current issued capital of Good Brand consists of 1,000,000 fully paid ordinary
shares.
The shareholders of Good Brand are:
 Velocity: 900,000 shares (90%)
 M&N: 100,000 shares (10%).
Velocity is a limited partnership that is ultimately wholly owned by interests
associated with Grant Baker and Stephen Sinclair.
M&N is wholly owned by interests associated with Michael Kerr.
The directors of Good Brand are:
 Grant Baker
 Michael Kerr
 Stephen Sinclair.
Me Today NZ
Me Today NZ was incorporated on 29 May 2019.
Good Brand holds all 100 shares in Me Today NZ.
The directors of Me Today NZ are:
 Michael Kerr
 Stephen Sinclair.
6.2 Founders
The Me Today Group was founded by Mr Baker, Mr Sinclair and Mr Kerr.
Mr Baker and Mr Sinclair have a long history of business start-ups and investing in
New Zealand listed entities:
 they were involved in the listing of 42 Below Limited (42 Below) on the NZX
Main Board in October 2003. Bacardi New Zealand Holdings Limited
completed a takeover of 42 Below in December 2006
 they were co-founders of investment firm The Business Bakery LP in
September 2008
 they were involved in the listing of Ecoya Limited (Ecoya) on the NZX Main
Board in May 2010, as well as Ecoya’s acquisition of skincare products
business Trilogy Natural Products Limited (Trilogy) in September 2010. CITIC
Capital China Partners III, L.P acquired Ecoya (which had since changed its
name to Trilogy) under a scheme of arrangement in April 2018
 they were involved in the listing of Moa Group Limited on the NZX Main Board
in November 2012

Independent Adviser’s Report
CSM Group Limited Page 38 and Appraisal Report

 Mr Baker and Mr Sinclair are the third and seventh largest shareholders
respectively in NZX Main Board listed company Turners Automotive Group
Limited (Turners). Mr Baker is the chair of Turners.
Mr Kerr has significant experience in the health and wellness sector. He was
responsible for establishing the Swisse brand in New Zealand and, more recently,
was the general manager of the Trilogy skincare brand. Mr Kerr is the chief executive
officer of the Me Today Group.
6.3 The Me Today Group
Section 3 of the Profile entitled The Me Today Group and What it Does provides a
comprehensive overview of the Me Today Group. A summary of the Me Today Group
is set out below.
Me Today NZ
Me Today NZ owns and operates the wellness brand Me Today
tm
. Me Today NZ
describes itself as a New Zealand health and wellness brand that produces premium
quality products clearly linking supplements and natural skincare, ultimately making
it easier for consumers to shop.
The Founders have stated that they joined forces to create Me Today NZ as they
believed there to be significant opportunity for a new brand in the wellness space.
Their research found that both the supplements and the natural skincare categories
in New Zealand and overseas have experienced significant growth in recent years.
The Me Today NZ product range currently consists of 8 supplements products and
12 skincare products. The products are formulated using highly absorbable forms of
ingredients and, where possible, are either vegetarian or vegan friendly. The
products are contract manufactured in New Zealand.
The Me Today NZ supplements and natural skincare ranges were launched into the
New Zealand pharmacy sector on 1 November 2019 through the Green Cross Health
Limited (Green Cross) network of Unichem and Life Pharmacy stores. Green Cross
has a network of 360 stores nationwide. The Me Today Group states that its products
are currently stocked in 180 Green Cross stores and it expects distribution to reach
approximately 280 Green Cross stores by the end of 2020.
As well as selling through the Green Cross network, Me Today NZ sells its products
direct to consumers on its website www.metoday.com.
While the Me Today
tm
brand has been launched with supplements and natural
skincare products as the platform, the Founders have stated that they see significant
opportunity to further expand the product offering and take advantage of new trends
within the health, beauty and wellbeing spaces. They believe there are significant
opportunities to take the brand offshore into markets such as Australia, North
America, United Kingdom, Asia and China through a cross border e-commerce
model.

Independent Adviser’s Report
CSM Group Limited Page 39 and Appraisal Report

Good Brand
Good Brand commenced trading in November 2018, selling and marketing third party
brands within the health and wellness space.
Good Brand currently represents the Me Today
tm
brand and 3 other agency branded
businesses (Life-space, Artemis and SleepDrops) and is actively seeking other
agency brands to complement its existing brand portfolio.
The company employs a network of sales employees to service the pharmacy and
health store markets in New Zealand.
Good Brand performs the sales function for the brand principal and is remunerated
through a mix of base retainer fee and commission on sales made. The brand
principal holds all inventory through a third party logistics provider, thereby alleviating
Good Brand from carrying any inventory risk.
6.4 Capital Raising
The Me Today Shareholders have invested $1,200,000 of equity in the Me Today
Group as at 31 December 2019.
The funds have been applied to:
 developing the Me Today
tm
brand
 developing supplement and skincare product formulations
 establishing sales channels
 building Me Today NZ’s presence on e-commerce and social media platforms
 taking steps to protect the Me Today
tm
trade mark
 building approximately $0.4 million of inventory and funding working capital
 acquiring approximately $0.1 million of fixed assets.
A condition of the Sale Agreement is that the Me Today Group holds cash at bank of
at least $1,000,000 at the Completion Date. Accordingly, the Me Today Shareholders
expect to invest a further $1,100,000 of equity into the Me Today Group prior to the
Completion Date.
6.5 Growth Opportunities
Section 3 of the Profile entitled The Me Today Group and What it Does sets out in
detail the growth opportunities identified by the Founders for the Me Today Group.
In summary, the growth opportunities are:
 increased sales of Me Today
tm
branded products by growing the Me Today
tm

brand
 extending Me Today NZ’s distribution network (eg becoming listed on the
Unichem Tmall site)
 launching the Me Today
tm
brand into overseas markets such as China and
Australia in the near to medium term, followed by other Asia countries and later
the United States of America and the United Kingdom

Independent Adviser’s Report
CSM Group Limited Page 40 and Appraisal Report

 focusing on and investing in innovation through product development and new
category opportunities
 cost reductions by contracting larger manufacturing volumes
 establishing a world class team within the Me Today Group to support and
foster the financial performance of the business
 expanding the Good Brand brand agency portfolio.
6.6 Key Business Risks
Section 6 of the Profile entitled Risks to the Me Today Group’s Business and Plans
sets out in detail the key business risks faced by the Me Today Group.
In summary, the key business risks are:
 the Me Today Group’s operations are heavily reliant on certain key personnel,
in particular each of the Founders
 the Me Today Group needs to be able to identify and react to new trends in the
health and wellness sector and to achieve successful brand cut through against
its competitors
 the health and wellness sector in New Zealand and internationally is highly
competitive
 the Me Today Group may not successfully manage its expected rapid growth
 the value of the Me Today Group’s brands may be adversely affected if the Me
Today Group is unable to obtain and enforce trade mark and intellectual
property rights for its brands
 the Me Today Group may fail to successfully execute its strategy in overseas
markets or its products may not resonate with consumers in foreign markets
 the Me Today Group is an early stage business with limited trading history and
no assurance of future revenue growth or profitability
 the sale, marketing and production of health and wellness products may be
subject to new regulations
 the Me Today Group relies on third parties for the manufacture, packaging and
distribution of Me Today
tm
branded products.

Independent Adviser’s Report
CSM Group Limited Page 41 and Appraisal Report

6.7 Financial Performance
A summary of the Me Today Group’s financial performance since it commenced
operations is set out below.

Summary of Me Today Group Financial Performance

5 Mths to
31 Mar 19
(Unaudited)
$000
9 Mths to
31 Dec 19
(Unaudited)
$000

Agency business commission 83 270

Me Today
tm
product sales - 136

Interest received - 1


Revenue 83 407

Cost of sales - (55)

Depreciation (1) (13)

Operating expenses (51) (687)

Brand establishment costs (75) (135)


Expenses (127) (890)

Net loss

(44) (483)

Source: Me Today Group management accounts


Good Brand commenced trading in November 2018 and Me Today NZ started selling
products through the Green Cross network in November 2019.
Me Today NZ has achieved a gross margin of 60% on its product sales.
The Me Today Group’s main operating expenses are salaries, accounting for over
half of its operating expenses.
The Me Today Group has incurred $210,000 of costs to date on the development of
the Me Today
tm
brand.
6.8 Financial Position
A summary of the Me Today Group’s recent financial position is set out below.

Summary of Me Today Group Financial Position


As at
31 Mar 19
(Unaudited)
$000
As at
31 Dec 19
(Unaudited)
$000

Cash and cash equivalents 38 78

Trade and other receivables 21 208

Inventories - 409

Fixed assets 10 87


Total assets 69 782

Trade payables and other liabilities (14) (109)

Net assets

55 673

Source: Me Today Group management accounts

The Me Today Shareholders have invested $1,200,000 of equity in the Me Today
Group as at 31 December 2019 and anticipate investing a further $1,100,000 of
equity by the Completion Date to meet their minimum cash level obligation of
$1,000,000 under the Sale Agreement.

Independent Adviser’s Report
CSM Group Limited Page 42 and Appraisal Report

7. Reasonableness of the Acquisition Purchase Price
7.1 Basis of Valuation
In general terms it is recognised that the value of a share represents the present
value of the net cash flows expected therefrom. Cash flows can be in the form of
either dividends and share sale proceeds or a residual sum derived from the
liquidation of the business.
There are a number of methodologies used in valuing shares and businesses. The
most commonly applied methodologies include:
 DCF
 capitalisation of earnings
 net assets or estimated proceeds from an orderly realisation of assets.
Each of these valuation methodologies is applicable in different circumstances. The
appropriate methodology is determined by a number of factors including the future
prospects of the business, the stage of development of the business and the
valuation practice or benchmark usually adopted by purchasers of the type of
business involved.
The DCF method is the fundamental valuation approach used to assess the present
value of future cash flows, recognising the time value of money and risk. The value
of an investment is equal to the value of future free cash flows arising from the
investment, discounted at the investor’s required rate of return.
The capitalisation of earnings method is an adaptation of the DCF method. It requires
an assessment of the maintainable earnings of the business and a selection of a
capitalisation rate (or earnings multiple) appropriate to that particular business for the
purpose of capitalising the earnings figure.
An assets based methodology is often used in circumstances where the assets of a
company have a market value independent of the profitability of the company that
owns them. A valuation based on an orderly realisation of assets is normally
restricted to instances where the investor holds sufficient control to effect a sale of
the assets and / or there is some indication that an orderly realisation is
contemplated.
7.2 Inability to Undertake a Comprehensive Valuation
It is widely acknowledged that it is extremely difficult to assess the value of early
stage high growth businesses as such businesses lack an operating history and have
minimal asset backing yet exhibit potential for rapid growth and usually have an
inherent instability in their capital structure because of a frequent need for equity and
/ or debt financing.
Such businesses are generally valued using the DCF method, with the key inputs
into the DCF analysis being financial projections for the business based on underlying
assumptions regarding key value drivers such as market penetration, pricing for
services, cost structures and capital expenditure.

Independent Adviser’s Report
CSM Group Limited Page 43 and Appraisal Report

No prospective financial information is available for the Me Today Group. We note
that this is not uncommon for the early stage businesses with limited track records
as their future financial performance cannot be forecast with any degree of precision.
In the absence of any prospective financial information for the Me Today Group, it is
not possible to undertake an in-depth valuation analysis of the Me Today Group at
this point in time.
7.3 Assessment of the Reasonableness of the Acquisition Purchase Price
Implied Revenue Multiple
Given that it is not possible to undertake an in-depth assessment of the value of the
Me Today Group, our preferred approach to assess the reasonableness of the
Acquisition purchase price would be by way of reference to the implied revenue
multiples based on the Acquisition purchase price.
Early stage businesses are frequently loss making. As a result, investors and
analysts have tended to default to valuing these businesses on a revenue multiple
basis. Commonly, the enterprise value of the early stage business is derived by
applying a prospective revenue multiple to the business’ annualised recurring
revenue.
Unfortunately, such an approach is not overly meaningful in this instance given the
very short period of time that the Me Today Group has been operating. Furthermore,
we are not aware of any transactions involving businesses that are truly comparable
with the Me Today Group in terms of business operations and length of operating
history.
Nevertheless, for illustrative purposes only, we assess the implied revenue multiple
for the Me Today Group to be in the vicinity of 8.4x.

Indicative Implied Revenue Multiple

$000

Acquisition purchase price 5,550

Minimum cash at bank at Completion Date 1,000

Implied enterprise value 4,500

Annualised revenue
1
– based on 9 months ended 31 December 2019 541

Implied revenue multiple

8.4x

1 Excluding interest received

We reiterate that given the Me Today Group’s very short trading history and lack of
revenue forecasts, limited conclusions can be drawn from this analysis.