COMMS GROUP LTD — Share Issue/Capital Change 2022

Jun 30, 2022

Application for quotation of +securities

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Announcement Summary

Entity name

COMMS GROUP LTD

Announcement Type

New announcement

Date of this announcement

Friday July 01, 2022

The +securities to be quoted are: Other

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
CCG	ORDINARY FULLY PAID	13,333,334	01/07/2022

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

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Part 1 - Entity and announcement details

1.1 Name of entity

COMMS GROUP LTD

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ABN

Registration number 64619196539

1.3 ASX issuer code

CCG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

1/7/2022

Application for quotation of +securities

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Application for quotation of +securities

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Part 2 - Type of Issue

2.1 The +securities to be quoted are:

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Other

2.2 The +securities to be quoted are:

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Additional +securities in a class that is already quoted on ASX ("existing class")

2.3c Have these +securities been offered under a +disclosure document or +PDS?

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No

2.3d Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Issue of Tranche 2 Subscription Shares to vendors of On Group Holdings Pty Ltd. Issue Price is based on closing price of CCG shares at 30 June 2022.

2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

Application for quotation of +securities

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Application for quotation of +securities

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Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Additional +securities to be quoted in an existing class

ASX +security code and description CCG : ORDINARY FULLY PAID Issue date 1/7/2022 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Issue details Number of +securities to be quoted 13,333,334 Are the +securities being issued for a cash consideration? No Please describe the consideration being provided for the +securities Acquisition of all issued share capital in On Group Holdings Pty Ltd Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 0.075000 Any other information the entity wishes to provide about the +securities to be quoted Shares issued by CCG are subject to escrow agreements between CCG and the shareholders of On Group Holdings Pty Ltd as follows: (i) in respect of 50% of the Issued Shares, the first anniversary of the Completion Date (9 February 2023); and (ii) in respect of the remaining 50% of the Issued Shares, the date that is 18 months after the Completion Date (9 August 2023) The purpose(s) for which the entity is issuing the securities To pay for the acquisition of an asset Please provide additional details Acquisition of all issued share capital in On Group Holdings Pty Ltd

Application for quotation of +securities

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Application for quotation of +securities

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Application for quotation of +securities

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
CCG : ORDINARY FULLY PAID	374,653,877

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
CCGAC : PERFORMANCE RIGHTS	35,430,000
CCGAD : OPTION EXPIRING 23-SEP-2024 EX $0.12	7,500,000

Application for quotation of +securities

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Application for quotation of +securities

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Part 5 - Other Listing Rule requirements

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

13,333,334

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

Application for quotation of +securities

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