ASPEN GROUP — Capital/Financing Update 2012

Sep 23, 2012

No:

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ASX Circular

Date: 24 September 2012

Key topics

1. Aspen Group

2. ASX Code: APZ

3. Accelerated NonRenounceable Entitlement Offer timetable.

ASPEN GROUP – ACCELERATED NONRENOUNCEABLE ENTITLEMENT OFFER

Participating Organisations are advised that Aspen Group (the “Group”) has announced a 1 for 1 accelerated non-renounceable pro rata entitlement offer (the “Entitlement Offer”), at an offer price of $0.17 per new security to raise approximately $101.4 million.

The Entitlement Offer has two components:

• An institutional entitlement offer, where offers have been made to qualifying institutional securityholders for them to apply for their pro-rata entitlement to raise approximately $60.9 million (the “Institutional Entitlement Offer”).

Reading List

Client Advisers Compliance Managers Corporate Advisory DTR Operators Listings Institutions

ASX Settlement Participants Office Managers Operations Managers (back office)

Research Analysts ASX Clear Participants Market Participants

• A retail entitlement offer, where an offer will be made to qualifying retail securityholders for them to apply for their pro-rata entitlement to raise approximately $40.6 million (the “Retail Entitlement Offer”).

The Entitlement Offer is underwritten by UBS AG, Australia Branch.

The Record Date for the Entitlement Offer is Thursday, 27 September 2012.

The Retail Entitlement Offer is expected to close on Wednesday, 17 October 2012.

Securities issued under the Entitlement Offer will rank equally with existing securities on issue.

Authorised By

Elizabeth Harris

Contact

Elizabeth Harris

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Internet: http://www.asx.com.au

No responsibility is accepted for any inaccuracies contained in the matter published.

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The indicative timetable in relation to the Entitlement Offer is as follows:

Event	Date
Trading halt and announcement of the Entitlement Offer	Monday, 24 September 2012
Institutional Entitlement Offer opened	Monday, 24 September 2012
Institutional Entitlement Offer closed	Monday, 24 September 2012
Announcement to end trading halt Group securities re-commence trading	Tuesday, 25 September 2012
Record date	5:00pm (AWST), Thursday, 27 September 2012
Despatch of Retail Offer Booklet and Entitlement and Acceptance Form to retail shareholders	Wednesday, 3 October 2012
Retail Entitlement Offer opens	Wednesday, 3 October 2012
Retail Entitlement Offer early close	5.00pm (AWST), Monday, 8 October 2012
Settlement of the Institutional Entitlement Offer and Retail Entitlement Offer early close	Tuesday, 9 October 2012
New securities issued under the Institutional Entitlement Offer expected to commence trading on a normal basis	Wednesday, 10 October 2012
New securities issued under the Retail Entitlement Offer early close expected to commence trading on a normal basis	Wednesday, 10 October 2012
Retail Entitlement Offer closes	5:00pm (AWST), Wednesday 17 October 2012
New securities issued under the Retail Entitlement Offer expected to commence trading on a normal basis	Friday, 26 October 2012

Settlement Issues

Despite the fact that securities are trading “ex entitlement” on ASX Trade, CHESS will not recognise for settlement purposes the “ex entitlement” or the “cum entitlement” tag on CHESS messages and CHESS will not maintain cum balances during the deemed “CHESS ex-period”, i.e. the period commencing on the deemed CHESS Ex-Date up to and including the record date. However, a record date cum balance will be available the business day following the record date, which will be equal to the registered holding balance at CHESS end of day on the record date. As a result any transfer that occurs prior to record date will be effectively transferred on a “cum” basis.

Therefore, Participants must ensure that any transfer, including the priming of Broker Entrepot Accounts, is conducted in accordance with the basis of quote. For example, a transfer in relation to a transaction conducted on an ex-basis should ordinarily only occur post record date.

CHESS will perform automatic diary adjustments to “cum entitlement” settlement obligations outstanding as at the record date.

Trading issues

ASX will not price a “cum” market with respect to trading in the Group’s securities. Persons who acquire the Group’s securities after the commencement of the trading halt on Monday, 24 September 2012 are not entitled to participate in the Entitlement Offer.

Further information

For further details, please refer to the Group’s recent announcements or phone the Group on 08 9220 8400.

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