Newington Nominees Pty Limited as trustee for Newington Trust

Australian Venue Co. – four licensed venues in metropolitan Sydney (Public House Petersham, The Erko, The Golden Sheaf and Barangaroo House)

AVC Operations Pty Limited (AVC), a subsidiary of Australian Venue Co. Holdings Limited, proposes to acquire substantially all of the assets (including the exclusive right to carry on the businesses in succession of the vendors) of four venues in NSW pursuant to two interdependent transactions: (a) Three Asset Sale Agreement: acquiring Public House Petersham, The Erko, and The Golden Sheaf; and (b) Barangaroo Asset Sale Agreement: acquiring Barangaroo House. AVC operates licensed venues throughout Australia and New Zealand, primarily pubs, as well as bars, clubs and licensed restaurants. AVC's venues are individually branded and are predominantly located in inner-city and metropolitan areas, offering a range of products and services including food, alcoholic and non-alcoholic beverages, function rooms, live entertainment and gaming facilities. The four venues are: Public House Petersham: pub in Petersham; The Erko (Erskineville Hotel): hotel in Erskineville with food and accommodation; The Golden Sheaf: pub and late-night venue in Double Bay; and Barangaroo House: three-level dining venue in Barangaroo. Public House Petersham, The Erko, and The Golden Sheaf are owned by Solotel Group entities, which operates 27 licensed venues across Sydney, Parramatta, and Brisbane. Barangaroo House is co-owned by Solotel Group and Matt Moran.