DTI GROUP LTD — Capital/Financing Update 2016

Nov 16, 2016

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

DTI GROUP LTD (DTI GROUP)

ABN

15 069 791 091

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+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)	Fully paid ordinary shares in the capital of DTI Group (each a New Share)
	Placement 12,237,770 New Shares under the institutional placement announcement by DTI Group on 17 November 2016 (Placement). Entitlement Offer Approximately 20,806,026 New Shares under a pro rata non-renounceable entitlement offer announced by DTI Group on 17 November 2016. (Entitlement Offer). The exact number of New Shares to be issued is still to be finalised and is subject to shareholding reconciliation and rounding.
	The New Shares are fully paid ordinary shares.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally 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  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) 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	Yes, the New Shares will rank equally with existing fully paid ordinary shares from the date of issue of the New Shares. The New Shares under the Placement will not be entitled to participate in the Entitlement Offer.
	$0.35 per New Share under the Placement and the Entitlement Offer.
	As disclosed in the ASX announcement lodged with ASX on 17 November 2016, the proceeds from the issue of the New Shares will be principally used to provide additional capital for ongoing business and product development and marketing, as well as strengthening DTI Group’s balance sheet in order to fund growth.
	No, the previous approval granted by shareholders lapsed on 4 November 2016 being 12 months from the date shareholder approval was obtained at the Annual General Meeting on 4 November 2015. Approval is being sought at the upcoming Annual General Meeting on 22 November 2016.
	Shareholder approval is being sought at the upcoming Annual General Meeting on 22 November 2016. Subject to this approval by shareholders, the relevant resolution will be passed on 22 November 2016.
	Nil
	Nil

• See chapter 19 for defined terms.

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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 7 +Issue dates 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. 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Nil	Nil
	23 November 2016 for the New Shares issued under the Placement. 20 December 2016 for the New Shares issued under the Entitlement Offer.
	Number	+Class
	126,670,914 (based on the 93,627,118 Shares on issue as at the date of this Appendix 3B and the aggregate approximate 33,043,796 New Shares expected to be issued under the Placement and Entitlement Offer).	Fully paid ordinary shares
	Number	+Class
	Nil	Not applicable

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, No change to the existing dividend policy distribution policy) on the increased capital (interests) Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No
	Non-renounceable
	2 for 9
	Fully paid ordinary shares
	22 November 2016(7.00pm AEDT)
	No
	The entitlements will be rounded up in relation to fractions.
	All jurisdictions other than Australia and New Zealand.
	13 December 2016 (5.00pm AEDT)

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance?	Baillieu Holst Ltd (ACN 006 519 393)
	3% of the amount raised from the Placement. 3% of the Entitlements Offer underwritten amount.
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	No prospectus or product disclosure statement will be issued. The Offer Booklet will be sent to eligible shareholders on or before 25 November 2016.
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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32 How do security holders dispose of their Not applicable entitlements (except by sale through a broker)? 33 +Issue date 23 November 2016 (for the Placement) 20 December 2016 (for the Entitlement Offer)

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a)  +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of +securities for which Not applicable +quotation is sought 39 +Class of +securities for which quotation Not applicable is sought 40 Do the[+] securities rank equally in all Not applicable 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  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Not applicable Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) Number +Class 42 Number and[+] class of all[+] securities Not applicable Not applicable quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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 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.

==> picture [107 x 29] intentionally omitted <==

Sign here: ............................................................ Date: 17 November 2016 (Company secretary)

Print name: Bruce Mitchell

== == == == ==

• 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

Insert number of fully paid[+] ordinary securities on 91,627,118 issue 12 months before the[+] issue date or date of agreement to issue Add the following: 2,000,000 Shares issued pursuant to ASX Listing Rule 7.2, exception 9 (Shareholders • Number of fully paid[+] ordinary securities issued approved the adoption of the Share Plan at in that 12 month period under an exception in the Annual General Meeting held on 4 rule 7.2 November 2015). Refer to Appendix 3B dated 18 April 2016. • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder 20,806,026 New Shares pursuant to the approval Entitlement Offer (the securities the subject of the Appendix 3B to which this form is • Number of partly paid[[+]] ordinary securities that annexed).

• Number of partly paid[[+]] ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• 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

• Subtract the number of fully paid[+] ordinary NIL securities cancelled during that 12 month period “A” 114,433,144

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	17,164,972
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 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	12,237,770 New Shares to be issued under the Placement (the securities the subject of the Appendix 3B to which this form is annexed).
“C”	12,237,770
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	17,164,972
Subtract“C” Note: number must be same as shown in Step 3	12,237,770
Total[“A” x 0.15] – “C”	4,927,202 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2 (Subject to shareholder approval being obtained at the annual general meeting to be held on 22 November 2016.)

Rule 7.1A – Additional placement capacity for eligible entities

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

“A” 114,433,144 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 11,443,314

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

NIL

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 items

• “E” NIL

• 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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	11,443,314
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	11,443,314 (Subject to shareholder approval being obtained at the annual general meeting to be held on 22 November 2016.) Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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