CLUEY LTD — Capital/Financing Update 2020

Dec 7, 2020

ASX ANNOUNCEMENT

8 December 2020

Cluey Ltd - ASX Announcement

Cluey Ltd ACN 644 675 909 (ASX: CLU) ( Company ) is pleased to provide the following information to ASX in connection with the expected commencement of official quotation of 82,170,298 fully paid ordinary shares in the Company (each, a Share ). These Shares are expected to commence official quotation on ASX on 9 December 2020.

1. Completion of the Deed Poll

On 3 December 2020, the Company acquired all of the issued share capital in Quartet Education Holdings Pty Ltd ACN 620 427 983 ( Quartet Education ) in accordance with the Put Option Deed Poll dated 27 October 2020 to which the Company is a party ( Deed Poll ).

In consideration for these Quartet Education securities, the Company issued a total of 94,510,743 Shares to the (now) former investors in Quartet Education. On completion of the Deed Poll, Quartet Education became a wholly owned subsidiary of the Company.

Further detail in relation to the Company’s acquisition of Quartet Education can be found in Section 9 of the Company’s prospectus (a copy of which was lodged with the Australian Securities & Investments Commission on 23 October 2020 ( Prospectus )).

2. Shares subject to ASX-imposed escrow

The number of Shares that are subject to ASX-imposed escrow and the escrow period applicable to those Shares is set out below.

Number of restricted securities	Duration of escrow restriction
25,222,293 Shares12,168,934 Shares	24 months commencing on the date on which officialquotation of the Shares begins
	•4,220,896 of these Shares are escrowed until 8 May2021;•1,743,692 of these Shares are escrowed until 19 June2021;•1,182,552 of these Shares are escrowed until 24 June2021;•17,437 of these Shares are escrowed until 4 August2021;•4,443,714 of these Shares are escrowed until 7August 2021;•87,183 of these Shares are escrowed until 14 August2021; and•473,460 of these Shares are escrowed until 21 August2021.

L8 / 51 Pitt Street Sydney NSW 2000 Phone: 1300 182 000 ABN: 65 644 675 909

3. Shares subject to voluntary escrow

A total of 40,431,327 Shares are also subject to voluntary escrow arrangements. A summary of these voluntary escrow arrangements is set out below[1] .

Voluntary escrow - Founders

All of the Shares in which Messrs Rohald, Gavshon, Fordred and Linz have a relevant interest (as that term is defined in the Corporations Act 2001 (Cth) ( Corporations Act )) in are also subject to voluntary escrow arrangements until the commencement of trading on the trading day immediately after the earlier of:

• the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and

• the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.

Messrs Rohald, Gavshon, Fordred and Linz together have a relevant interest in a total of 35,245,762 Shares[2] .

An additional approximately 8,865,110 Shares are also subject to the above noted voluntary escrow arrangements.

Voluntary escrow - Institutional Investors

A further approximately 18,827,181 Shares (all of which are held by certain pre-IPO institutional investors in Cluey/Quartet Education ( Institutional Investors[3] )) are also subject to voluntary escrow arrangements as follows:

• 6,689,575 Shares are subject to voluntary escrow until the commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020;

• 5,642,852 Shares are subject to voluntary escrow until the commencement of trading on the trading day immediately after the earlier of:

  • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and

  • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021;

• 6,494,754 Shares are subject to voluntary escrow until the commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.

1 Further detail in relation to these voluntary escrow arrangements can be found in Section 9.5.2 of the Prospectus. The 18,827,181 Shares held by Institutional Investors which are subject to voluntary escrow arrangements represents approximately 80% of their collective Shareholding.

2 Of these 35,245,762 Shares, 22,506,726 are also subject to 2 years ASX-imposed escrow. Accordingly, only 12,739,036 of the Shares held by Messrs Rohald, Gavshon, Fordred and Linz will be free from escrow following the release of the Company’s results for the year ending 30 June 2021.

3 These Institutional Investors include Acorn Group (and related entities), Milford Private Equity II LP, Allectus Capital Limited and Thorney Group (and related entities) further details of whom can be found in Section 9 of the Prospectus.

4. Capital structure

The equity capital structure of the Company on listing comprises of a total of 119,561,525 Shares.

As noted elsewhere in this ASX announcement, the Company has no other classes of equity securities on issue.

5. Bookbuild disclosures

The following additional information is required by ASX in relation to the institutional bookbuild ( Bookbuild ) which was conducted in connection with the Offer (as that word is defined in the Prospectus):

• 24,999,969 Shares were allocated to investors under the Bookbuild at the issue price $1.20 per Share ( Issue Price );

• no Shares were allocated to promoters or related parties of the Company under the Bookbuild;

• there were no concessionary fees or other arrangements entered into which have had the result that the effective issue price paid by some allottees under the Bookbuild differs materially from the Issue Price;

• there were no arrangements entered into which have had the result that some allottees received a material benefit for agreeing to participate in the Bookbuild at the Issue Price and which was not received by other allottees under the Bookbuild; and

• no arrangements were entered into by associates of the Company or the underwriters to the Offer to avoid a shortfall (or the appearance of a shortfall) on conclusion of the Bookbuild.

6. Pre-quotation disclosures

For further information please see the documents noted in Schedule 1 (all of which have also been released to ASX by the Company via ASX’s Market Announcements Platform) as well as the Company’s website www.clueylearning.com.au.

The directors would like to welcome all new Shareholders in the Company.

This release has been authorised by the Company’s Non-Executive Chairman, Mr Robert Gavshon.

Schedule 1 - Pre-quotation disclosure

Item	Document name
Quotation
1.	Appendix 1A
2.	Information Form and Checklist
3.	Prospectus
4.	Constitution
5.	Audited accounts for the year ended 30 June 2019 for Quartet Education
6.	Annual report for the year ended 30 June 2020 for Quartet Education
7.	Employee Incentive Plan
8.	Securities Trading Policy
9.	Distribution Schedule
10.	Top 20 Shareholders