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IVE GROUP LIMITED — Capital/Financing Update 2017
Aug 29, 2017
65109_rns_2017-08-29_fac8a791-5db3-4495-a631-c0cc8bede9e9.pdf
Capital/Financing Update
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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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30 August 2017
IVE GROUP LIMITED ABN 62 606 252 644
1 for 4.4 pro-rata accelerated non-renounceable offer of new fully paid ordinary shares in the Issuer to raise approximately A$55.6 million
Ineligible Retail Shareholder Letter
On 28 August 2017, IVE Group Limited ( IVE or Issuer ) announced a pro-rata accelerated non-renounceable entitlement offer to eligible shareholders to subscribe for 1 new fully paid ordinary shares in the Issuer ( New Shares ) for every 4.4 existing fully paid ordinary shares ( Shares ) held on the Record Date (7.00pm (Sydney time) 30 August 2017) ( Record Date ) (the Entitlement Offer ).
The Entitlement Offer is being made by the Issuer without a disclosure document in accordance with section 708AA of the Corporations Act 2001 (Cth) (the Act ) (as modified by Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issue) Instrument 2016/84).
The Entitlement Offer comprises an offer to eligible institutional Shareholders ( Institutional Entitlement Offer ) and an offer to Eligible Retail Shareholders (as defined below) ( Retail Entitlement Offer ).
Bell Potter Securities Limited and Shaw and Partners Limited are the Underwriters and Joint Lead Managers of the Entitlement Offer.
The Issuer has recently lodged an Information Booklet with the Australian Securities Exchange ( ASX ) which sets out further details in respect of the Entitlement Offer, particularly in respect of retail Shareholders. Unless otherwise specified, capitalised terms used in this letter have the same meaning as given in the Information Booklet.
Restrictions on eligibility under the Retail Entitlement Offer arise because of legal limitations in the jurisdiction in which you are located, the number of Shareholders in your jurisdiction, the number and value of securities that Shareholders in your jurisdiction hold and the potential cost of complying with regulatory requirements in your jurisdiction.
The Issuer has determined, pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3)(a) of the Act, that it would be unreasonable to make offers to Shareholders in all countries outside Australia and New Zealand in connection with the Retail Entitlement Offer. Further details in respect of the Entitlement Offer (including details of eligibility) can be found on the announcements platform of the ASX (www.asx.com.au).
Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Retail Shareholder stated below. In compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Act, this notice is to inform you that under the terms of the Entitlement Offer, you are not entitled to participate in the Retail Entitlement Offer and as such, will not be offered any New Shares or entitlements under the Retail Entitlement Offer. You will not be sent a copy of the Information Booklet.
IVE22_0616
Shareholders who are eligible to participate in the Retail Entitlement Offer ( Eligible Retail Shareholders ) are Shareholders as at 7.00pm (Sydney time) on the Record Date who:
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(a) are registered as a holder of Shares;
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(b) have a registered address on the Issuer’s share register in Australia or New Zealand (or are a Shareholder that the Issuer has otherwise determined is eligible to participate);
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(c) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States;
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(d) were not invited to participate in the Placement or Institutional Entitlement Offer and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer; and
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(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
The Entitlement Offer is non-renounceable. A number of Shares equal to the number that you would otherwise be entitled to subscribe for under the Retail Entitlement Offer will be offered to other retail shareholders in a top up facility at the Offer Price. As a result no amount will be payable to you and you will not otherwise receive any value for entitlements in respect of any New Shares that would have been offered to you if you were eligible. This notice is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares. You are not required to do anything in response to this letter.
Yours sincerely
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Geoff Selig Executive Chairman