ASSET VISION CO LTD — Share Issue/Capital Change 2018

Oct 16, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

PS&C Ltd

ABN

50 164 718 361

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Ordinary Shares be issued 2 Number of[+] securities issued or 38,895,106 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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• 4 Do the[+] securities rank equally Yes in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

	Yes
 the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
	(1) $0.152 per share for the purpose of issuing shares to the vendors of Sacon Pty Ltd and Bexton IT Services, in satisfaction of the business EBIT achievement for FY18 under the terms of the Share Purchase Agreements (2) $Nil per share for the purpose of issuing performance rights to employees under the PS&C Employee & Directors Benefit Plan
	(1) 34,585,514 shares issued for the purpose of issuing shares to the vendors of Sacon Pty Ltd and Bexton IT Services, in satisfaction of the business EBIT achievement for FY18 under the terms of the Share Purchase Agreements (2) 4,309,052 for the purpose of issuing performance rights to employees under the PS&C Employee & Directors Benefit Plan

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	Yes
	N/A
	26,219,476
	8,366,038
	Nil
	Nil
	N/A
	17/10/2018
	Rule 7.1 – Nil Rule 7.1A – 12,245,439

• See chapter 19 for defined terms.

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7 +Issue dates Issue dates

+Issue dates Issue dates 17 October 2018 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all 243,140,527 Fully Paid Ordinary +securities quoted on ASX Shares ( including the +securities in section 2 if applicable)

Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a The fully paid ordinary shares rank equally trust, distribution policy) on the with all other shares increased capital (interests)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be

• See chapter 19 for defined terms.

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quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ~~(Director~~ /Company secretary)

Date: 17/10/2018

Print name: Jeff Bennett

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 84,399,547
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 22,126,110 shares issued 24 November
2017 with shareholder approval
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an 15,978,848 shares issued 8 December 2017
exception in rule 7.2 with shareholder approval
• Number of fully paid [+] ordinary securities 11,521,152 shares issued 31 January 2018
issued in that 12 month period with with shareholder approval
shareholder approval
2,150,000 shares issued 31 January 2018 as
• Number of partly paid [+] ordinary part of the PS&C Share Purchase Plan
securities that became fully paid in that
12 month period 63,823,527 shares issued 12 June 2018 with
shareholder approval.
Note:
• Include only ordinary securities here – 4,309,592 shares issues 17 October 2018
other classes of equity securities cannot for performance rights to employees under
be added the PS&C Employee & Directors Benefit
• Include here (if applicable) the securities Plan
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 204,308,773
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 30,646,316
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued 1,140,650 shares issued 31 January 2018 as
or agreed to be issued in that 12 month consideration for advisor fees
period not counting those issued:
3,105,590 shared issued 12 June 2018 as
• Under an exception in rule 7.2 part of NTH Consulting Pty Ltd Acquisition
• Under rule 7.1A 26,400,076 shares issued 17 October 2018
as partial fulfilment of terms of the Share
• With security holder approval under rule Purchase Agreements
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 30,646,316
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 30,646,316
Note: number must be same as shown in
Step 2
Subtract “C” 30,646,316
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 0
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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“A” 204,308,773
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 20,430,877
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [[+]] equity securities issued 8,185,438 shares issued 17 October 2018
or agreed to be issued in that 12 month as partial fulfilment of terms of the Share
period under rule 7.1A Purchase Agreements
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line itemse items itemstemsmss
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Insert number of [[+]] equity securities issued 8,185,438 shares issued 17 October 2018
or agreed to be issued in that 12 month as partial fulfilment of terms of the Share
period under rule 7.1A Purchase Agreements
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line itemse items itemstemsmss
“E” 8,185,438
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2	20,430,877
Subtract“E” Note: number must be same as shown in Step 3	8,185,438
Total[“A” x 0.10] – “E”	12,245,439 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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