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CLEARVIEW WEALTH LIMITED Capital/Financing Update 2016

May 29, 2016

64733_rns_2016-05-29_4c126a3d-7e28-4094-9de3-14cdb22b8b5b.pdf

Capital/Financing Update

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Cleansing Statement for Institutional Entitlement Offer and for Retail Entitlement Offer

30 May 2016

The Manager Company Announcements Office ASX Limited Level 6, 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

ClearView Wealth Limited (ASX: CVW) Notice under section 708AA(2)(f) of the Corporations Act

This notice is given by ClearView Wealth Limited (ASX: CVW) (the Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (the Corporations Act ) as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( Instrument 2016/84 ).

Where applicable, references in this notice to sections of the Corporations Act are to those sections as modified by Instrument 2016/84.

The Company advises as follows:

  • (a) the Company has today announced an accelerated, renounceable entitlement offer of 1 Share ( Offer Shares ) for every 10.2 Shares held as at 7.00pm (Sydney time) on Wednesday, 1 June 2016 by eligible shareholders with a registered address in Australia or New Zealand or any other jurisdiction into which the Company has decided to make the offer, at an offer price of $0.85 per Offer Share (the Offer ).

  • (b) the Company will offer the Offer Shares for issue under the Offer without disclosure under Part 6D.2 of the Corporations Act;

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  • (c) as at the date of this notice, the Company has complied with:

    • (i) the provisions of Chapter 2M of the Corporations Act as they relate to the Company; and

    • (ii) section 674 of the Corporations Act;

  • (d) as at the date of this notice, there is no “excluded information” which is required to be set out in this notice pursuant to section 708AA(7)(d) of the Corporations Act; and

  • (e) the potential effect of the Offer on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand and existing shareholdings. However, given the structure of the Offer as a pro-rata issue and the current level of holdings of substantial holders (based on substantial holding notices that have been given to the Company and lodged with ASX on or prior to the date of this notice), the Offer is not expected to have any material effect or consequence on the control of the Company. The Offer is underwritten by Morgan Stanley Australia Securities Limited (ABN 55 078 652 276) (the Underwriter ). The Company’s major shareholder, Crescent Capital Partners and its associates (together Crescent ) hold approximately 52.7% of the Company’s total issued share capital as at the date of this announcement. Crescent has committed to subscribe for its pro rata entitlement under the Offer.

Yours sincerely

ClearView Wealth Limited

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Athol Chiert

Chief Financial Officer and Company Secretary