DTI GROUP LTD — Capital/Financing Update 2016

Nov 16, 2016

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DTI Group announces $11.56 million Capital Raising

NOT FOR DISTRIBUTION IN THE UNITED STATES

Key Highlights

 12.24 million share Placement to institutional professional and sophisticated investors to raise $4.28 million at an offer price of $0.35 per share.

 Non-renounceable entitlement offer to raise approximately $7.28 million at an offer price of $0.35 per share, the same as the Placement.

17 November 2016 – DTI Group Ltd (ASX: DTI) ( DTI Group ) intends conducting a capital raising of approximately $11.56 million via a placement to institutional, professional and sophisticated investors of approximately 12.24 million new shares to raise approximately $4.28 million ( Placement ) and a 2 for 9 non-renounceable entitlement offer of new shares to raise approximately $7.28 million ( Entitlement Offer ). Shares issued under the Placement will not carry any entitlement to participate in the Entitlement Offer.

The offer price for both the Placement and the Entitlement Offer will be $0.35 per new share ( Offer Price ). The Offer Price represents a discount of 22% to the closing price of DTI Group shares on 14 November 2016 (being the last trading date before the announcement of the capital raising and a discount of 17% to the theoretical ex-rights price).

The Entitlement Offer is fully underwritten by Baillieu Holst Ltd ( Underwriter ).

The proceeds of the capital raising will provide additional capital for ongoing business and product development and marketing and strengthen the Company’s balance sheet in order to fund future growth.

Placement

The Placement comprises the issue of 12,237,770 shares at $0.35 per share to raise approximately $4.28 million before costs. The Placement will be made from the Company’s placement capacity pursuant to ASX Listing Rule 7.1. The shares issued pursuant to the Placement will not carry any entitlement to participate in the Entitlement Offer but otherwise will rank pari passu with existing fully paid ordinary shares on issue. The Placement will be made to new institutional, professional and sophisticated investors as arranged by the Underwriter.

31 Affleck Rd | Perth Airport WA 6105 T +61 8 9479 1195 | F +61 8 9479 1190 DTI Group Ltd | ABN 15 069 791 091

www.dti.com.au

DTI Group announces $11.56 million Capital Raising 17 November 2016

Entitlement Offer

Under the Entitlement Offer, eligible DTI shareholders are invited to subscribe for two new shares for every nine existing shares held as at 7.00pm (AEDT) on Tuesday 22 November 2016 ( Record Date ). The Entitlement Offer will comprise an offer of approximately 20.81 million new shares ( Entitlement Offer Shares ) at the issue price of $0.35 per new share, raising approximately $7.28 million before costs.

The Entitlement Offer is non-renounceable which means that shareholders who do not take up their entitlements will not receive any proceeds from the sale of entitlements not taken up. Any fractional entitlements under the Entitlement Offer will be rounded up to the nearest whole number.

Eligible shareholders with a registered address in Australia and New Zealand on the Record Date ( Eligible Shareholders ) will be invited to participate in the Entitlement Offer. The Entitlement Offer will be open from 25 November 2016 to 13 December 2016. Eligible Shareholders will be sent details about the Entitlement Offer via an Offer Booklet expected to be dispatched on or about 25 November 2016. Eligible Shareholders will also be given the opportunity to subscribe for new shares over and above their entitlements ( Additional New Shares ). The allocation of any Additional New Shares will be subject to DTI Group’s discretion and limited to the extent there are sufficient new shares from Eligible Shareholders who do not take up their entitlement.

Those shareholders which the Company determines to be ineligible shareholders will be notified accordingly by the Company.

The timetable for the Placement and Entitlement Offer is as follows:

Resumption of trading	Thursday 17 November 2016
Ex-entitlements	Monday 21 November 2016
Record Date for participation in Entitlement Offer (7.00pm AEDT)	Tuesday 22 November 2016
Placement shares issued	Wednesday 23 November 2016
Trading of Placement shares commences	Thursday 24 November 2016
Despatch of Offer Booklet and Entitlement Offer opens	Friday 25 November 2016
Entitlement Offer closes (5.00pm AEDT)	Tuesday 13 December 2016
Entitlement Offer results announcement	Friday 16 December 2016
Entitlement Offer shares issued	Tuesday 20 December 2016
Normal trading of Entitlement Offer shares commences	Wednesday 21 December 2016

This timetable is indicative only and may be subject to change. Subject to the requirements of the Corporations Act and ASX Listing Rules, DTI Group reserves the right to vary the dates and times in connection with the Entitlement Offer, including the closing date, without prior notice.

Eligible Shareholders are encouraged to carefully read the Offer Booklet for further details relating to the Entitlement Offer. DTI Group has lodged the Offer Booklet with ASX today, Thursday 17 November 2016 and expects to despatch the Offer Booklet and personalised entitlement and acceptance form to Eligible Shareholders no later than Friday 25 November 2016. Offer Booklets and personalised entitlement and acceptance forms will be sent electronically to the Eligible Shareholders who have elected to receive communications from DTI Group electronically. Notwithstanding any such

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DTI Group announces $11.56 million Capital Raising 17 November 2016

election, Eligible Shareholders can also request a physical copy by calling the telephone number below.

Further details about the Placement and Entitlement Offer are contained in a separate investor presentation and an Appendix 3(B) announcement both lodged with ASX today. DTI Group expects to notify details of the Entitlements Offer to shareholders on Friday 18 November 2016.

–END–

Shareholder Enquiries

Shareholders who have questions relating to the Entitlement Offer should call the Company Secretary, Bruce Mitchell, on +61 8 9479 1195 or consult their stockbroker, accountant or other professional advisor.

About DTI Group

DTI develops and provides world-leading surveillance, video analytics, and commuter communication systems technology and services to the mobile transit industry worldwide. Core technology development and system design activities are undertaken from the Company’s head office.

Not for Distribution in the United States

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. Any securities described in this announcement may not be offered or sold in the United States absent registration under the US Securities Act 1933 or an exemption from registration.

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