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ASPEN GROUP Capital/Financing Update 2009

May 26, 2009

64404_rns_2009-05-26_fef90484-fbac-4a4b-8e7d-74d2f6e3fff4.pdf

Capital/Financing Update

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Aspen Group Limited ABN 50 004 160 927

Aspen Property Trust ARSN 104 807 767

Level 8, Septimus Roe Square 256 Adelaide Terrace, Perth Western Australia, 6000

Telephone: 08 9220 8400 Facsimile: 08 9220 8401

Email: [email protected]

27 May 2009

The Manager Company Announcements Office Australian Securities Exchange Limited 2 The Esplanade PERTH WA 6000

Dear Sir/Madam

ASPEN GROUP EQUITY RAISING – LETTER TO INELIGIBLE RETAIL SECURITYHOLDERS

Please find attached the letter to be mailed to ineligible securityholders on Wednesday, 27 May 2009.

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Gavin Hawkins Executive Director

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Aspen Group Limited ABN 50 004 160 927 Aspen Property Trust ARSN 104 807 767

Level 8, Septimus Roe Square 256 Adelaide Terrace, Perth Western Australia, 6000

Telephone: 08 9220 8400 Facsimile: 08 9220 8401

Email: [email protected]

27 May 2009

Dear Stapled Securityholder

Letter to Ineligible Stapled Securityholder - Non-Renounceable Entitlement Offer

On 19 May 2009, Aspen Group announced that it was conducting an equity raising of $82.4 million. The offer is in the form of a non-renounceable entitlement offer (“ Entitlement Offer” ) comprised of an institutional component (“ Institutional Entitlement Offer” ) and a retail component (“ Retail Entitlement Offer” ). The Entitlement Offer is being made on the basis of 1 New Stapled Security for every 1.1 stapled securities held at an issue price of $0.30 each.

Aspen Group has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that it would be unreasonable to make offers to securityholders in all countries in connection with the Retail Entitlement Offer.

As such the Retail Entitlement Offer is only available to Eligible Retail Stapled Securityholders. Eligible Retail Stapled Securityholders are those persons who:

  • were a registered holder of Aspen stapled securities as at 5.00 pm (Western Australian Standard Time) on Friday, 22 May 2009;

  • had a registered address in Australia or New Zealand at that date;

  • were not an Institutional Stapled Securityholder eligible to participate under the Institutional Entitlement Offer (or an Ineligible Institutional Stapled Securityholder); and

  • are not acting for the account or benefit of a person with an address outside of Australia or New Zealand.

In particular, persons who are in the United States or are “U.S. persons” (as defined in Regulation S under the United States Securities Act of 1933, as amended) (“U.S. Persons”) or acting for the account or benefit of U.S. Persons are not eligible to participate in the Entitlement Offer.

Unfortunately, based on the information on our security register, Aspen Group will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Securities under the Retail Entitlement Offer.

However the Board believes the Entitlement Offer will be very positive for the Group, and forms an important part of Aspen’s capital management strategy. The equity raising will reduce borrowings, strengthen Aspen’s balance sheet and position Aspen to take advantage of growth opportunities expected to arise from the current market conditions. The Institutional Entitlement Offer has already been completed and raised approximately $41 million.

A significant benefit to arise from the equity raising has been the renegotiation of important aspects of the Group’s senior debt facility on more favourable terms. This will provide Aspen with increased flexibility going forward.

Further information in relation to the equity raising has been disclosed to ASX.

If you have any queries, please call Aspen Group on 1800 220 840 (local call cost from within Australia) or +61 8 9220 8400 (outside Australia).

Yours faithfully,

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Reg Gillard Chairman, Aspen Group