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FRONTIER DIGITAL VENTURES LIMITED Capital/Financing Update 2016

Aug 25, 2016

64907_rns_2016-08-25_7f0943b7-748c-49fa-9533-f624e418a592.pdf

Capital/Financing Update

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Frontier Digital Ventures ACN 609 183 959

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26 August 2016

Frontier Digital Ventures Limited - Pre-quotation disclosure

I refer to the initial public offering ( Offer ) of fully paid ordinary shares ( Shares ) in Frontier Digital Ventures Limited (ACN 609 183 959) ( Company ) on the Australian Securities Exchange ( ASX ) under the replacement prospectus lodged with Australian Securities and Investments Commission ( ASIC ) on Tuesday, 9 August 2016 ( Prospectus ).

Capitalised terms used but not defined in this letter have the meaning given to them in the Prospectus.

The following information is provided as pre-quotation disclosure.

1 Basis of allocation of Shares

The allocation of Shares:

  • (a) between the Institutional Offer and the Broker Firm Offer; and

  • (b) to participants within the Institutional Offer,

was determined by the Joint Lead Managers and the Company, having regard to certain agreed criteria, including those disclosed in the Prospectus.

The allocation of Shares to Broker Firm Applicants was determined by the Broker. Broker Firm Applicants may confirm their allocation of Shares by contacting the Broker or the Frontier IPO Information Line on 1300 615 241 (within Australia) or +61 3 9415 4078 (outside Australia) from 9.00am to 5.00pm (AEST), Monday to Friday (excluding public holidays).

Institutional Investors under the Institutional Offer can confirm their allocation of Shares by contacting the Joint Lead Managers.

2 Number of Shares issued

The number of Shares issued under each component of the Offer is:

  • (a) Broker Firm Offer: 18,700,000; and

  • (b) Institutional Offer: 41,300,000.

3 Despatch of holdings statements

CHESS allotment notices, issuer sponsored holding statements and any refund money will be despatched on Monday, 29 August 2016.

4 Escrow arrangements

Certain Shareholders have entered into mandatory escrow deeds and voluntary escrow deeds with the Company in relation to Shares they will hold on Completion of the Offer.

The total number of Shares subject to mandatory escrow is 106,037,234. The mandatory escrow restrictions will apply to Catcha Group, Shaun Di Gregorio and David Baxby until

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Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne Victoria 3000 Tel: +613 8689 9997 Fax: +613 9602 4709

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Frontier Digital Ventures ACN 609 183 959

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25 August 2018, Other Existing Shareholders until 6 December 2016, and Operating Company Vendors until 25 August 2017.

The total number of Shares subject to voluntary escrow is 35,835,742. The voluntary escrow restrictions will apply to Catcha Group and Shaun Di Gregorio until 25 August 2017.

5 Completion of Share Sale Agreements

The Company confirms the completion of the Share Sale Agreements (excluding that in respect of Lanka Property Web (Private) Limited) including the issue of 9,837,289 fully paid ordinary shares in the Company to the Operating Company vendors, as described in the Prospectus.

6 Commitments

The Company commits to spend half of its cash and assets in a form readily convertible to cash as follows:

Use of funds $m
Deferred consideration in respect of issued shares in the 9.9
Operating Companies and contractual commitments to
subscribe for additional shares, and exercise Call Options
over shares in the Operating Companies
Payment of funds for future investments pursuant to 3.1
executed terms sheets
Cash costs of the Offer 3.2
Repayment of payables to Catcha Group 0.4
Repayment of payables to Shaun Di Gregorio 0.1
Amounts paid to Operating Companies pursuant to 4.5
commitments between 1 January 2016 and Completion of
the Offer
Total 21.2

7 Other confirmations

The Company will provide ASX, for release to market, the reviewed statutory half year accounts for Frontier Digital Ventures Pte Ltd for the half year ended 30 June 2016 (without comparable figures for the half year ended 30 June 2015), by no later than 14 October 2016.

The Company confirms that no other confirmations are required.

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Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne Victoria 3000 Tel: +613 8689 9997 Fax: +613 9602 4709

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Frontier Digital Ventures ACN 609 183 959

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8 Further information

The toll free Frontier IPO Information Line administered by the Share Registry, which has been available to Applicants from the date the Broker Firm Offer opened, will remain open until after despatch of holding statements in order to deal with enquiries. The Company confirms that the number of available lines is expected to be sufficient to meet the anticipated volume of queries from Applicants.

The Frontier IPO Information Line is 1300 615 241 (within Australia) and +61 3 9415 4078 (outside Australia) and is available from 9.00am to 5.00pm (AEST), Monday to Friday (excluding public holidays).

9 Documents enclosed for release to the market

Enclosed are the following documents:

  • (a) a distribution schedule of the number of holders of ordinary Shares to be quoted;

  • (b) a statement setting out the names of the 20 largest Shareholders;

  • (c) the Company’s Appendix 1A;

  • (d) the Company’s Information Form and Checklist;

  • (e) the Prospectus;

  • (f) the Constitution;

  • (g) the Company’s audited accounts for the full year ended 31 December 2015, which includes the comparative 9 month period of April 2014 (the month of incorporation of Frontier Digital Ventures Pte Ltd) to 31 December 2014; and

  • (h) the Company’s securities trading policy.

Yours faithfully

Mark Licciardo Company Secretary

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Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne Victoria 3000 Tel: +613 8689 9997 Fax: +613 9602 4709

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