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HUMM GROUP LIMITED Capital/Financing Update 2008

Oct 12, 2008

65078_rns_2008-10-12_a8369723-7e9a-4453-bc4d-09f79a93a5cd.pdf

Capital/Financing Update

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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

FlexiGroup Limited

ABN

75 122 574 583

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).

$\overline{1}$ +Class of +securities issued or to be issued

Ordinary Shares

  • Number of +securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
  • Principal terms of the +securities (eg, $\overline{\mathbf{3}}$ if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates payment; if +convertible for securities, the conversion price and dates for conversion)

3,000,000 Ordinary Shares

3,000,000 Ordinary Shares issued as part of the consideration for the acquisition of the Certegy retail consumer finance and cheque guarantee services business conducted in Australia by Certegy Australia Limited (the "Certegy Business")

+ See chapter 19 for defined terms.

4 Do the + securities rank equally in all
respects from the date of allotment
with an existing + class of quoted
*securities?
If the additional securities do not
rank equally, please state:
the date from which they do
which
extent to
they
the
participate for the next dividend,
case
(in)
the
of
a
trust.
distribution) or interest payment
the extent to which they do not
۰
rank equally, other than in
relation to the next dividend,
distribution or interest payment
Yes
5 Issue price or consideration Consideration is the sale of part of the Certegy
Business
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Shares issued to satisfy the payment of part of
the consideration for the acquisition of the
Certegy Business.
7 Dates of entering + securities into
uncertificated holdings or despatch
of certificates
13 October 2008
Number + Class
8 Number
and
+ class
of
all
ASX
+securities
quoted
on
(including the securities in clause 2
if applicable)
228,467,325 Ordinary Shares

+ See chapter 19 for defined terms.

9 Number and +class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number + Class
25,204,320 Options and
Performance Rights
over Ordinary Shares

$1010$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Same as applies to existing issued Ordinary Shares

Part 2 - Bonus issue or pro rata issue

  • $11$ Is security holder approval required?
  • Is the issue renounceable or non- $N/A$ $12$ renounceable?
  • Ratio in which the +securities will $N/A$ 13 be offered
  • $14$ +Class of +securities to which the $N/A$ offer relates
  • 15 +Record date to determine $N/A$ entitlements
  • Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
  • Policy for deciding entitlements in 17 relation to fractions
  • 18 Names of countries in which the entity has +security holders who will not be sent new issue 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 $N/A$ acceptances or renunciations

$N/A$

$N/A$

$N/A$

$N/A$

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

$\bar{\gamma}$

20 Names of any underwriters N/A
21 Amount of any underwriting fee or
commission
N/A
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the
broker to the issue
N/A
24 Amount of any handling fee payable
to brokers who lodge acceptances
behalf of
renunciations on
or
*security holders
N/A
25 If the issue is contingent on
*security holders' approval, the date
of the meeting
N/A
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
N/A
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
N/A
28 Date rights trading will begin (if $N/A$
applicable)
29 Date rights trading will end (if
applicable)
N/A
30 How do *security holders sell their
entitlements in full through
a
broker?
N/A
31 How do + security holders sell part
of their entitlements through a
broker and accept for the balance?
N/A

$+$ See chapter 19 for defined terms.

$32$ How do 'security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

N/A

$N/A$

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
  • $(b)$

35

37

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
  • 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
  • If the 'securities are 'equity securities, a distribution schedule of the additional 36 *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

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of securities for which
+ quotation is sought
N/A
39 Class of + securities
for which
quotation is sought
N/A
40 Do the + securities rank equally in all
respects from the date of allotment
with an existing + class of quoted
*securities?
If the additional securities do not
rank equally, please state:
the date from which they do
extent to which
they
the
participate for the next dividend,
the case
of
a
trust.
(in
distribution) or interest payment
N/A
• 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
Example: In the case of restricted securities, end of
restriction period
N/A
upon conversion
of
(if issued
another security, clearly identify that
other security)
42 Number and + class of all + securities
quoted on ASX (including the
securities in clause 38)
Number
N/A
+Class
N/A

Quotation agreement

  • $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the 'securities to be quoted complies with the law and is not $\bullet$ 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.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, 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.

Sign here:

the Date: 13 October 2008.

(Company secretary)

Print name:

David Stevens

+ See chapter 19 for defined terms.