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CAR GROUP LIMITED — Capital/Financing Update 2022
Jun 26, 2022
64605_rns_2022-06-26_1dfe8a74-78cd-4421-8751-ba4369ade060.pdf
Capital/Financing Update
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For all Enquiries:
Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.carsalesoffer.com.au
27 June 2022
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Dear Shareholder
CARSALES.COM LIMITED (ASX:CAR) ANNOUNCEMENT OF ENTITLEMENT OFFER
On Monday, 27 June 2022, carsales.com Limited ( CAR ) announced a fully underwritten pro-rata accelerated non-renounceable entitlement offer of new CAR shares ( New Shares ) to raise approximately AUD$1,207 million ( Entitlement Offer ). The Entitlement Offer comprises an offer to both eligible institutional shareholders and eligible retail shareholders ( Eligible Retail Shareholders ) to participate.
If you are an Eligible Retail Shareholder, you will be able to subscribe for 1 New Share for every 4.16 existing CAR ordinary shares held on the Record Date of 7.00pm (Melbourne time) on Wednesday, 29 June 2022 ( Retail Entitlement) at the offer price of AUD$17.75 per New Share ( Offer Price ) ( Retail Entitlement Offer ). Fractional Entitlements will be rounded up to the nearest whole number of shares.
New Shares issued under the Entitlement Offer will be fully paid and rank equally with existing CAR ordinary shares from the date of issue.
The Retail Entitlement Offer opens on Friday, 1 July 2022 and is expected to close at 5.00pm (Melbourne time) on Wednesday, 13 July 2022.
From 10.00am (Melbourne time) on Friday, 1 July 2022, Eligible Retail Shareholders will be able to access the Retail Offer Booklet (setting out full details of the Retail Entitlement Offer) and a personalised Entitlement and Acceptance Form online at www.carsalesoffer.com.au. In addition, on Friday 1 July 2022, Eligible Retail Shareholders will be sent notification by post or email (where they have elected to receive electronic communications) advising them that the Entitlement Offer is open and the Retail Offer Booklet and their personalised Entitlement and Acceptance Form are available to view online at www.carsalesoffer.com.au.
Retail Entitlements may have value, so please ensure you carefully review the Retail Offer Booklet and Entitlement and Acceptance Form as you will be asked to make a selection whether to take up your Retail Entitlement fully or in part, or to do nothing and allow your Retail Entitlement to lapse. If you do not take up your Retail Entitlement in full, you will not receive any payment or value for those Retail Entitlements not taken up and your percentage shareholding in CAR will be reduced.
Further details of the Entitlement Offer are available in the announcements provided to ASX on Monday, 27 June 2022 and online at www.carsalesoffer.com.au.
Further Information
For further information regarding the Retail Entitlement Offer, please call the Investor Information Line on 1300 850 505 (within Australia), or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (Melbourne time) Monday to Friday during the Retail Entitlement Offer Period. If you have any questions, please consult your professional adviser for advice suitable to your individual circumstances.
Yours faithfully
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Nicole Birman Company Secretary carsales.com Limited
carsales.com Limited ABN 91 074 444 018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT INFORMATION
This letter is not a prospectus or offering document under Australian law or under any other law. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia and New Zealand. This letter is for information purposes only and does not constitute or form part of an o ffer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of any New Shares in CAR.
This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (“ U.S. Securities Act ”), or the securities laws of any state or other jurisdiction of the United States.
Accordingly, the entitlements under the Retail Entitlement Offer may not be exercised or taken up by, and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States or persons acting for the account or benefit of persons in the United States (to the extent such persons are acting for the account or benefit of persons in the United States). In the Retail Entitlement Offer, the entitlements may only be taken up or exercised, and the New Shares may only be offered or sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.
The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.