IVE GROUP LIMITED — Capital/Financing Update 2016

Dec 6, 2016

IVE Group Limited ABN 62 606 252 644

Level 3 35 Clarence Street Sydney NSW 2000

P+61 2 9089 8550 ivegroup.com.au

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ASX Announcement – IVE Group Limited (ASX: IGL)

7 December 2016

SUCCESSFUL COMPLETION OF PLACEMENT AND INSTITUTIONAL ENTITLEMENT OFFER

Key Highlights

• Fully underwritten Institutional Entitlement Offer and Placement successfully completed, raising approximately $35.3 million

• Strong demand shown by both existing and new institutional shareholders

• The Institutional Entitlement Offer was strongly supported by existing institutional shareholders

• Retail Entitlement Offer will open on 9.00am (AEDT) Monday, 12 December 2016, to raise approximately $4.7 million

Placement and Institutional Entitlement Offer

On Monday, 5 December 2016, IVE Group Limited (ASX:IGL) ( IVE ) announced an equity raising to raise approximately A$40 million ( Offer ) at $2.00 per share ( Offer Price ) as partial consideration for the acquisitions of Franklin Web and AIW Printing for $116.0 million (together, the Acquisitions ).

The Offer is comprised of an underwritten 1 for 8.9 pro-rata accelerated nonrenounceable entitlement offer to raise approximately $20 million ( Entitlement Offer ), and a placement to institutional and sophisticated investors to raise $20 million ( Placement ). Approximately 20.0 million new shares will be issued under the Offer ( New Shares ).

IVE is pleased to announce the successful completion of the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) and the Placement. Approximately $35.3 million was raised under the Institutional Entitlement Offer and Placement, both of which were well supported by existing eligible institutional investors and the Placement by new institutional investors. Take-up was approximately 86% excluding Wolseley Partners Pty Ltd ( Wolseley ).[1] Wolseley, being the largest shareholder of IVE and representing the interests of Wolseley Private Equity, was unable to take up any rights in the Institutional Entitlement Offer as its investment in IVE is held within a fully invested fund. Caxton Print Holdings Pty Limited As Trustee For Selig Family Trust (which represents the interests of Geoff Selig, Executive Chairman, and Paul Selig, Non-Executive Director), took up 50% of its entitlement as part of the Institutional Entitlement Offer.

The Placement attracted significant demand from new and existing institutional and sophisticated investors and was heavily oversubscribed.

1 Including Wolseley, total take-up was approximately 65%.

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A bookbuild for the Institutional Entitlement Offer shortfall shares was conducted on Monday, 5 December 2016 ( Institutional Bookbuild ) and attracted strong demand from both new and existing investors.

Geoff Selig, IVE’s Executive Chairman said:

“We are delighted with the overwhelming response we have received from our existing institutional shareholders in support of the strategic acquisitions of Franklin Web and AIW Printing and are pleased to welcome a number of new shareholders onto the IVE register. The Offer and Placement were significantly oversubscribed which is a testament to the quality of the acquisitions and the track record of the IVE management team.”

New Shares to be issued under the Placement, Institutional Entitlement Offer and Institutional Bookbuild will rank equally with existing IVE shares in all respects from the date of their issue. Settlement of New Shares is expected to occur on Monday, 12 December 2016 and these shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Tuesday, 13 December 2016.

IVE expects that its trading halt will be lifted today and that its shares will recommence trading on an ex-entitlement basis.

Retail Entitlement Offer

The retail component of the Entitlement Offer ( Retail Entitlement Offer ) is expected to raise approximately $4.7 million. The Retail Entitlement Offer will open on 9.00am (Sydney time) Monday, 12 December 2016 and close at 5.00pm (Sydney time) Wednesday, 21 December 2016.

Eligible retail shareholders will be able to subscribe for 1 New Share for every 8.9 fully pay paid ordinary shares held in IVE as at 7.00pm (Sydney time) Wednesday, 7 December 2016 ( Record Date ), and may also apply for additional New Shares beyond their entitlement, up to a maximum of 100% of their Entitlement. The Retail Entitlement Offer price is $2.00 per New Share. IVE retains the flexibility to scale back applications for additional New Shares at its discretion, as detailed in the Retail Offer Booklet.

Eligible retail shareholders are encouraged to carefully read the Retail Offer Booklet for further details relating to the Retail Entitlement Offer. The Retail Offer Booklet is to be lodged with the ASX today, and then despatched to Eligible Retail Shareholders on or around Monday, 12 December 2016. The Retail Offer Booklet and accompanying personalised entitlement and acceptance forms will contain instructions on how to apply. Key dates in relation to the Retail Entitlement Offer are detailed at the end of this announcement.

Shareholder Enquiries

If you have any questions in relation to the Entitlement Offer, please contact the IVE Shareholder Information Line on 1300 306 230 (within Australia) and +61 1300 306 230 (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday (excluding public holidays).

Further information in relation to the Entitlement Offer described in this announcement can be found in the Investor Presentation lodged with ASX on 5 December 2016.

Key Entitlement Offer dates

Key Entitlement Offer dates
Event	Date
Trading halt and announcement of capital raising	Monday, 5 December 2016
Placement and Institutional Entitlement Offer and bookbuild open	Monday, 5 December 2016

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Placement and Institutional Entitlement Offer closes	Monday, 5 December 2016
Trading halt lifted	Wednesday, 7 December 2016
Record date for determining entitlement to subscribe to New Shares under Retail Entitlement Offer	7.00pm (Sydney time), Wednesday 7 December 2016
Retail Entitlement Offer opens	Monday, 12 December 2016
Retail Offer Booklet despatched	Monday, 12 December 2016
Settlement of Placement and Institutional Entitlement Offer	Monday, 12 December 2016
Allotment and normal trading of New Shares under the Placement and Institutional Entitlement Offer	Tuesday, 13 December 2016
Retail Entitlement Offer closes	5.00pm (Sydney time), Wednesday, 21 December 2016
Settlement of Retail Entitlement Offer	Friday, 30 December 2016
Allotment of New Shares under the Retail Entitlement Offer	Tuesday, 3 January 2017
Quotation and normal trading of New Shares issued under the Retail Entitlement Offer	Wednesday, 4 January 2017
Despatch of holding statements	Wednesday, 4 January 2017

ENDS

For further information Geoff Selig Executive Chairman http://investors.ivegroup.com.au

Important Notice

Nothing contained in this announcement constitutes investment, legal, tax or other advice, you should make your own assessment and take independent professional advice in relation to the information and any action on the basis of this information.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this announcement nor anything attached to this announcement shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or the solicitation of any offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been and will not be, registered under the U.S. Securities Act of 1933, as amended ( Securities Act ), or the securities laws of any state or jurisdiction of the United States. Accordingly, the securities may not be offered or sold directly or indirectly in

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the United States unless they have been registered under the Securities Act (which IVE has no obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration of the Securities Act and any other application United States state securities laws.

Forward looking statements

This announcement contains forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. Forward looking statements should, or can generally, be identified by the use of forward looking words such as “believe”, “expect”, “estimate”, “will”, “may”, “target” and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include but are not limited to the expected outcome of the Acquisitions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. These forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual outcomes to be materially different from the events or results expressed or implied by such statements. Those risks, uncertainties, assumptions and other important factors are not all within the control of IVE and cannot be predicted by IVE and include changes in circumstances or events that may cause objectives to change as well as risks, circumstances and events specific to the industry, countries and markets in which IVE operates. They also include generic economic conditions, exchange rates, interest rates, competitive pressures, selling price, market demand and conditions in the financial markets which may cause objectives to change or may cause outcomes not to be realised.

None of IVE or any of its subsidiaries, advisors or affiliates (or any of their respective officers, employees or agents) makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements. Statements about past performance are not necessarily indicative of future performance.

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