INVESTSMART GROUP LIMITED — Capital/Financing Update 2015

Sep 7, 2015

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
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12, 04/03/13

Name
of
entity

AUSTRALASIAN
WEALTH
INVESTMENTS
LIMITED

ACN

111
772
359

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).

• 1 +Class
  of +securities
  issued
  or
  to ORDINARY
  SHARES be
  issued

2 Number
of[+] securities
issued
or
to 12,499,998 be
issued
(if
known)
or
maximum number
which
may
be
issued

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
1

3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration		FULLY PAID ORDINARY SHARES. TRANCHE 1(COMPRISED OF TWO EQUAL PARCELS OF 1,388,888 SHARES, ONE PARCEL OF 333,333 SHARES AND ONE PARCEL OF 1,055,555 SHARES: 4,166,664 SHARES IN TOTAL): VEST (FOR PURPOSE OF ESCROW) ON 8 SEPTEMBER 2016, BEING THE FIRST ANNIVERSARY OF THE ISSUE OF THE SHARES. TRANCHE 2(COMPRISED OF TWO EQUAL PARCELS OF 1,388,888 SHARES, ONE PARCEL OF 333,333 SHARES AND ONE PARCEL OF 1,055,555 SHARES: 4,166,664 SHARES IN TOTAL): VEST (FOR PURPOSE OF ESCROW) ON 8 SEPTEMBER 2017, BEING THE SECOND ANNIVERSARY OF THE ISSUE OF THE SHARES. TRANCHE 3(COMPRISED OF TWO EQUAL PARCELS OF 1,388,890 SHARES, ONE PARCEL OF 333,334 SHARES AND ONE PARCEL OF 1,055,556 SHARES: 4,166,670 SHARES IN TOTAL): VEST (FOR PURPOSE OF ESCROW) ON 8 SEPTEMBER 2018, BEING THE THIRD ANNIVERSARY OF THE ISSUE OF THE SHARES.
		YES
		$0.25 PER SHARE

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
2

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	ISSUED FOLLOWING APPROVAL OF MEMBERS AT THE EXTRAORDINARY GENERAL MEETING ON 17 JUNE 2015, UNDER THE COMPANY’S LONG TERM EQUITY INCENTIVE PLAN (LTIP) ON THE TERMS SUMMARISED IN THE EXPLANATORY NOTES TO THE NOTICE OF MEETING (DATED 12 MAY 2015). UNDER THE LTIP, NON-RECOURSE LOANS OF $3,124,999.50 HAVE BEEN PROVIDED TO NOMINEES OF PETER RONALD HODGE, NIGEL ANDREW POOLE AND ALASTAIR DAVIDSON FOR NOMINEES OF EACH NAMED PERSON TO ACQUIRE 4,166,666 SHARES IN THE COMPANY (TOTAL 12,499,998 SHARES).
	NO

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
3

6h If[+] securities
were
issued
under rule 7.1A for non-­‐cash consideration,
state
date
on
which valuation
of
consideration
was released to ASX Market Announcements 6i Calculate
the
entity’s
remaining issue
capacity
under
rule
7.1
and rule
7.1A
–
complete
Annexure
1 and release to ASX Market Announcements 7 +Issue
date 8
SEPTEMBER
2015 Note:
The
issue
date
may
be
prescribed
by
ASX (refer
to
the
definition
of
issue
date
in
rule 19.12).
For
example,
the
issue
date
for
a
pro
rata entitlement issue must comply with the applicable
timetable
in
Appendix
7A. Cross
reference:
item
33
of
Appendix
3B. + Number Class 8 Number and +class of all 12,499,998 ORDINARY SHARES +securities quoted on ASX FULLY
PAID ( including the[+] securities
in
section 2
if
applicable) + Number Class 9 Number and +class of all NIL +securities
not
quoted
on
ASX ( including the +securities in section
2
if
applicable) 10 Dividend
policy
(in
the
case
of
a UNCHANGED trust,
distribution
policy)
on
the increased
capital
(interests)

**Part

2
-­‐
Pro
rata
issue**

11 Is security holder approval required?

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
4

12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer 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 acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
5

26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date

**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)[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**

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
6

Tick
to
indicate
you
are
providing
the
information
or documents

• 35[If
  the
  ] additional[+][securities
  are
  ][+] securities,
  and
  the
  number
  and
  percentage
  of
  additional[+][equity
  securities,
  the
  names
  of
  the
  20
  largest
  holders
  of
  the
  ][+] securities
  held by
  those
  holders

• 36 +[If
  the
  ] securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories[+][securities
  are
  ][+][equity
  securities,
  a
  distribution
  schedule
  of
  the
  additional
  ] 1
  -­‐
  1,000

• 1,001
  -­‐
  5,000 5,001
  -­‐
  10,000 10,001
  -­‐
  100,000 100,001
  and
  over

• 37[A
  copy
  of
  any
  trust
  deed
  for
  the
  additional
  ][+][securities
  ]

**Entities

that
have
ticked
box
34(b)**

• 38 Number
  of[+] securities
  for
  which +quotation
  is
  sought

• 39 +Class
  of +securities
  for
  which quotation
  is
  sought

• 40 Do
  the[+] securities
  rank
  equally
  in
  all respects
  from
  the[+] issue
  date
  with an existing +class of quoted +securities? If
  the
  additional[+] securities
  do
  not rank
  equally,
  please
  state: • the
  date
  from
  which
  they
  do

• • the extent to which they participate
  for
  the
  next
  dividend, (in the case of a trust, distribution)
  or
  interest
  payment

• the
  extent
  to
  which
  they
  do
  not rank
  equally,
  other
  than
  in relation
  to
  the
  next
  dividend, distribution
  or
  interest
  payment

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
7

• 41 Reason
  for
  request
  for
  quotation now Example:
  In
  the
  case
  of
  restricted
  securities,
  end
  of restriction
  period (if issued upon conversion of another[+] security,
  clearly
  identify that
  other[+] security)

• Number Class

• 42 Number
  and[+] class
  of
  all[+] securities quoted
  on
  ASX
  ( including the +securities
  in
  clause
  38)

**Quotation

agreement**

• 1 Quotation
  of
  our
  additional securities
  is
  in
  ASX’s
  absolute
  discretion.

ASX
may quote
the[+] securities
on
any
conditions
it
decides.

• 2 We
  warrant
  the
  following
  to
  ASX.

• The
  issue
  of
  the[+] securities
  to
  be
  quoted
  complies
  with
  the
  law
  and
  is
  not 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.

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
8

• 4 We
  give
  ASX
  the
  information
  and
  documents
  required
  by
  this
  form.

If
any information
or
document
is
not
available
now,
we
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: Company
Secretary Print
name: PETER
FRIEND

Date:
8
SEPTEMBER
2015

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
9

**Appendix

3B
–
Annexure
1**

**Calculation

of
placement
capacity
under
rule
7.1
and
rule 7.1A
for
eligible
entities**

Introduced
01/08/12
Amended
04/03/13

**Part

1**

Rule
7.1
–
Issues
exceeding
15%
of
capital Step
1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated

Insert number
of
fully
paid[+] ordinary
securities on
issue
12
months
before
the[+] issue
date
or date
of
agreement
to
issue Add the
following:

• Number
  of
  fully
  paid[+] ordinary
  securities issued
  in
  that
  12
  month
  period
  under
  an exception
  in
  rule
  7.2

• Number
  of
  fully
  paid[+] ordinary
  securities issued
  in
  that
  12
  month
  period
  with shareholder
  approval

• •
  Number
  of
  partly
  paid[+] ordinary
  securities that
  became
  fully
  paid
  in
  that
  12
  month period

• Note: •
  Include
  only
  ordinary
  securities
  here
  –
  other classes
  of
  equity
  securities
  cannot
  be
  added

• •
  Include
  here
  (if
  applicable)
  the
  securities
  the subject
  of
  the
  Appendix
  3B
  to
  which
  this form
  is
  annexed

• •
  It
  may
  be
  useful
  to
  set
  out
  issues
  of securities
  on
  different
  dates
  as
  separate
  line items

• Subtract the
  number
  of
  fully
  paid[+] ordinary securities
  cancelled
  during
  that
  12
  month period “A”

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
10

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
11

**Part

2**

==> picture [415 x 506] intentionally omitted <==

----- Start of picture text -----

Rule
7.1A
–
Additional
placement
capacity
for
eligible
entities
Step
1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is
calculated
“A”
Note:
number
must
be
same
as
shown
in
Step
1
of
Part
1
Step
2:
Calculate
10%
of
“A”
“D”
0.10
Note:
this
value
cannot
be
changed
Multiply
“A”
by
0.10
Step
3:
Calculate
“E”,
the
amount
of
placement
capacity
under
rule
7.1A
that
has
already
been
used
Insert
number
of
[+] equity
securities
issued
or
agreed
to
be
issued
in
that
12
month
period
under
rule
7.1A
Notes:
•
This
applies
to
equity
securities
–
not
just
ordinary
securities
•
Include
here
–
if
applicable
–
the
securities
the
subject
of
the
Appendix
3B
to
which
this
form
is
annexed
•
Do
not
include
equity
securities
issued
under
rule
7.1
(they
must
be
dealt
with
in
Part
1),
or
for
which
specific
security
holder
approval
has
been
obtained
•
It
may
be
useful
to
set
out
issues
of
securities
on
different
dates
as
separate
line
items
“E”
----- End of picture text -----

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
12

Step 4: Subtract “E” from [“A” x “D”] to under rule 7.1A	calculate remaining placement capacity
“A” x 0.10 Note: number must be same as shown in Step 2
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

+
See
chapter
19
for
defined
terms.

08/09/2015

Appendix
3B
Page
13