GTN LIMITED — Capital/Financing Update 2016

May 30, 2016

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Notice
Notice reference number: 0605.16.05 Notice date: 31/05/2016
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What’s this about?

Effective date: 31/05/2016

 ASX Trade ASX 24  Trading Clearing Settlement Operations Technology Market Data Rules  Compliance Risk  Other

GTN Limited – Admission and Commencement of Official Quotation

It is anticipated that GTN Limited (Company) will be admitted to the official list of ASX Limited (ASX) on the morning of Wednesday, 1 June 2016.

Official quotation of the Company’s shares is expected to commence at 12:00pm AEST on Wednesday, 1 June 2016 on a conditional and deferred settlement basis. The Company is expected to raise approximately $187.9 million pursuant to the offer under a prospectus dated 12 May 2016 issued by the Company and William Yde III (Prospectus) by issue of approximately 97.4 million new ordinary shares and the transfer of approximately 1.5 million existing ordinary shares at an issue and sale price of $1.90 per share.

Quoted Securities: 201,212,292 fully paid ordinary shares ASX Code: GTN Time: 12:00pm AEST Date: 1 June 2016 ASX Trade Abbreviation: GTNETWORK ISIN: AU000000GTN3 Home Branch: Sydney Industry Classification: Pending Registered and Corporate Level 42, Northpoint Office: 100 Miller Street North Sydney NSW 2060 Phone: (02) 9955 3500 Website: www.gtnetwork.com.au Communication person with ASX: Gary Worobow Share Registry: Link Market Services Ltd Level 12 680 George Street Sydney NSW 2000 Phone: (02) 8280 7100 Fax: (02) 9287 0303

Balance Date:

30 June

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ASX Notice Notice

CHESS:	Participating. The Company will also operate an issuer sponsored sub-
	register.
State of Incorporation:	Victoria
Activities:	GTN provides a differentiated advertising platform that enables advertisers
	to reach large audiences. GTN operates through the mediums of radio and
	television and is the largest supplier of traffic information reports to radio
	stations in its operating geographies. In exchange for providing these
	reports, GTN receives commercial advertising spots embedded within
	traffic, news and information reports. The embedded spots are bundled
	together by GTN and sold to advertisers on a national, regional or specific
	market basis.
Dividend Policy:	Refer to section 4.11 of the Prospectus
Underwriter/Lead Manager:	Macquarie Capital (Australia) Limited
ASX Restricted Securities:	Nil
Securities not quoted:	Nil

CONDITIONAL AND DEFERRED SETTLEMENT TRADING

The Company has requested that a conditional trading market be provided pursuant to ASX Operating Rule 3330. The conditions for the conditional market specified by the Company are (i) the Restructure has been completed (as defined in the Prospectus); and (ii) the Company has issued new shares and the Management Shareholder has transferred existing shares to successful applicants under the offer.

In accordance with ASX Operating Rule 3330, ASX has agreed to provide a conditional market in the Company’s shares. The Company's shares will be placed in pre-open at 8:30am AEST on Wednesday, 1 June 2016 and trading will commence on a conditional and deferred settlement basis at 12:00pm AEST on Wednesday, 1 June 2016.

The letters "CT" will be displayed in the Basis of Quotation field of ASX Trade to facilitate identification of the Company’s shares trading on a conditional basis. Market Participants should note that because no Special Market has been created within ASX Trade, Signal B trade messages will not contain explicit Conditional Trading Basis of Quotation. This information will be identified in the Daily Diary and ReferencePoint Master List.

The Company is required to advise ASX immediately of the fulfilment or non-fulfilment of the conditions for the conditional market. Notification as to when trading will become unconditional will be made in accordance with the ASX Operating Rules. The market will be advised by ASX market release when the conditions of the conditional market have been met and when the stock will commence trading on an unconditional basis. The market will not be purged.

In the case of fulfilment of the conditions, ASX will issue a further Notice to participants confirming trading arrangements and the date holding statements will be sent to successful applicants. At this stage, the conditions for the conditional market are expected to be met by on Monday, 6 June 2016. The Company has agreed to send holding statements on Tuesday, 7 June 2016, which will mean that the first settlement date will be Friday, 10 June 2016.

CONTRACT NOTES FOR CONDITIONAL SALES AND PURCHASES

While it is the Participant’s responsibility to obtain their own advice concerning the appropriate words that should appear on a contract note for a conditional sale or purchase, the endorsement suggested below may be considered for contract notes for conditional transactions in the Company's shares.

"This contract is conditional upon notification being received by ASX by close of business on Wednesday, 15 June 2016 that the conditions for the conditional market have been fulfilled. If the conditions are not fulfilled, this contract shall be cancelled without any liability whatsoever other than for the return of any money paid in connection with the settlement of the contract."

Advice should also be provided to clients to ensure that they understand the full ramifications of Conditional Trading.

INDICATIVE KEY DATES

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ASX Notice Notice

This timetable has been prepared on the basis that the conditions for the conditional market are expected to be satisfied on Monday, 6 June 2016. If the conditions are not fulfilled by the close of business on Wednesday, 15 June 2016, shares will not be issued and all conditional trades that have occurred since Wednesday, 1 June 2016 will be cancelled.

If the conditions are not satisfied on Monday, 6 June 2016, but are satisfied prior to the close of business on Wednesday, 15 June 2016, the dates in the timetable will be revised and a new timetable will be released to the market.

Date	Event
Wednesday, 1 June 2016	Company admitted to the official list of ASX Commencement of Official Quotation on a conditional and deferred settlement basis – 12:00pm AEST(ASX Code: GTN)
Monday, 6 June 2016	Conditions for the conditional market expected to be fulfilled Last dayof conditional trading
Tuesday, 7 June 2016	Trading to commence on a deferred settlement basis only (ASX Code: GTN) Holding statements sent to successful applicants Last dayof deferred settlement trading
Wednesday, 8 June 2016	First day of trading on a normal (T+2) basis (ASX code: GTN)
Friday, 10 June 2016	Settlement of all on-market trades conducted on a conditional and deferred settlement basis from 1 to 7 June 2016, and first settlement of trades conducted on a T+2 basis

What do I need to do and by when?

2B Instructions

Please refer to the Company’s website for further information including the Prospectus

Need more information?

For further information, please call the offer information line on 1800 095 654 (within Australia) or on +61 1800 095 654 (from outside Australia) between 8.30am and 5.30pm AEST Monday to Friday (Sydney time).

Issued by

Andrew Black

4B Contact Details +61 2 9227 0899

5 Disclaimer

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