EXPERIENCE CO LIMITED — Capital/Financing Update 2021

Sep 29, 2021

Proposed issue of securities

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Announcement Summary

Entity name

EXPERIENCE CO LIMITED

Announcement Type

New announcement

Date of this announcement

30/9/2021

The Proposed issue is: An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
EXP	ORDINARY FULLY PAID	166,666,666

Trading resumes on an ex-entitlement basis (ex date)

4/10/2021

+Record date

4/10/2021

Offer closing date for retail +security holders

19/10/2021

Issue date for retail +security holders

26/10/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

EXPERIENCE CO LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN 167320470

1.3 ASX issuer code

EXP

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/9/2021

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

EXP : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

EXP : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 100 333

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 166,666,666 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.33000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.33000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3D - Timetable

3D.1a First day of trading halt

30/9/2021

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3D.1b Announcement date of accelerated offer

30/9/2021

3D.2 Trading resumes on an ex-entitlement basis (ex date)

4/10/2021

3D.5 Date offer will be made to eligible institutional +security holders

30/9/2021

3D.6 Application closing date for institutional +security holders

1/10/2021

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

4/10/2021

3D.9 +Record date

4/10/2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

11/10/2021

3D.10b +Issue date for institutional +security holders

12/10/2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer

13/10/2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

7/10/2021

3D.12 Offer closing date for retail +security holders

19/10/2021

3D.13 Last day to extend retail offer close date

14/10/2021

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

26/10/2021

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Part 3E - Fees and expenses

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3E.1 Will there be a lead manager or broker to the proposed offer?

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Yes

3E.1a Who is the lead manager/broker?

E&P Corporate Advisory Pty Ltd ACN 137 980 520 and Ord Minnett Limited ACN 002 733 048

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A management and selling fee equal to 1.0% of the Institutional Entitlement Offer Proceeds and a management and selling fee equal to 1.0% of the Retail Entitlement Offer Proceeds.

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

E&P Corporate Advisory Pty Ltd ACN 137 980 520 and Ord Minnett Limited ACN 002 733 048. Joint underwriters on a 50%:50% proportional basis.

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Full

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

An underwriting fee equal to 3.0% of the Institutional Entitlement Offer Proceeds and an underwriting fee equal to 3.0% of the Retail Entitlement Offer Proceeds.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer slide 38 of the Investor Presentation released to the ASX on 30 September 2021

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Approximate transaction costs (excluding fees to professional advisors) in connection with the entitlement offer to be approximately $3.2 million. Refer slide 26 of investor presentation lodged with the ASX on 30 September 2021

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The proceeds will be used to fund the purchase of TA (as defined in the investor presentation lodged with the ASX on 30 September 2021) (including deferred components), associated transaction costs and working capital to facilitate EXP's growth strategy.

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3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Institutional component of the Entitlement Offer -all countries other than Australia, New Zealand, Hong Kong and Singapore. Retail component of the Entitlement Offer- all countries other than Australia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions (Australia and New Zealand), irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder. Persons in the United States and persons acting for the account or benefit of persons in the United States will not be able to take up or exercise Retail Entitlements and may receive no value for any such Retail Entitlements held.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://experienceco.com/investor-information/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued 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: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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