IVE GROUP LIMITED — Capital/Financing Update 2022

Sep 18, 2022

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ASX RELEASE – IVE GROUP LIMITED (ASX:IGL)

19 September 2022

IVE ANNOUNCES DETAILS OF INSTITUTIONAL PLACEMENT and SPP

As announced on 14 September 2022, IVE has completed the acquisition of substantially all of the printing and finishing assets of Ovato Limited ( Ovato ) for a net purchase consideration (including transaction costs) of $16m.

Integration and associated capital expenditure costs are estimated to be approximately $22m and are expected to be incurred progressively over an 18-month integration period.

While the transaction is expected to be EPS accretive in FY23, IVE is not yet able to provide guidance around the expected timing of emergence of the net synergies as the phasing of the integration plan is subject to refinement and finalisation over the coming months.

Capital raising rationale and strategic rationale

Following completion of the Ovato transaction, IVE today announces a fully underwritten institutional placement to raise approximately $18m and a non-underwritten share purchase plan to raise approximately $2 million ( Capital Raising ).

Importantly, the Capital Raising will:

• Preserve significant balance sheet capacity for IVE to pursue previously announced growth initiatives including further organic initiatives (e.g. Lasoo e-Commerce market place);

• Support further opportunistic ‘bolt-on’ and/or strategic acquisitions (e.g. in the adjacent packaging sector); and

• Will also strengthen and deepen IVE’s institutional shareholder base, increasing liquidity in the market for IGL shares.

Details of the placement

IVE is undertaking a fully underwritten Placement of new fully paid ordinary shares in IVE (‘‘New Shares’’) to eligible professional and sophisticated investors to raise approximately $18m.

The Placement will be conducted at $2.25 per New Share (‘‘Placement Price’’) which represents a 5.5% discount to IVE’s last closing price of $2.38 on Friday, 16 September 2022.

The Placement will result in approximately 8.0 million New Shares being issued, representing approximately 5.6% of IVE’s existing issued capital.

New Shares issued as a result of the Placement will rank equally with existing IVE shares and are expected to settle on Tuesday 27 September 2022 and to be issued and commence trading the following business day, Wednesday, 28 September 2022.

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The Placement is fully underwritten by Shaw and Partners Limited who is acting as lead manager and underwriter to the Placement.

Concurrently with the Placement, the Selig Family will be conducting a non-underwritten selldown of 4.5m ordinary IVE shares at the Placement price, comprising approximately one third of their holding ( Sell Down ), which should further enhance liquidity in the market for IVE shares. Executive Chairman Geoff Selig, Executive Director Paul Selig, and the Selig Family, remain fully committed to the pursuit of continued growth and returns for IVE and its shareholders.

The Selig Family currently has no intention of selling any additional shares beyond the 4.5m shares sold at the Placement Price.

Details of the share purchase plan (SPP)

Following completion of the Placement, IVE will offer existing eligible shareholders the opportunity to participate in a non-underwritten SPP, to raise approximately $2m.

Under the SPP, eligible IVE shareholders, being shareholders with a registered address in Australia or New Zealand on IVE’s register as at 7.00pm (Sydney time) on Friday, 16 September will have the opportunity to apply for up to A$30,000 of additional shares per eligible shareholder without incurring brokerage or transaction costs.

The issue price of the New shares under the SPP will be same as the price of shares issued under the Placement, being $2.25.

New shares issued under the SPP will rank equally with existing IVE shares from the date of issue.

IVE may accept applications (in whole or in part) that result in the SPP raising more or less than A$2m in its absolute discretion. Applications are subject to scale-back.

The SPP offer period will open on Thursday 29 September 2022 and close on Tuesday 11 October 2022.

Full details of the SPP will be set out in the SPP offer booklet, which is expected to be released to the ASX and dispatched to eligible shareholders on Thursday, 29 September 2022. The SPP will be subject to the terms set out in the SPP offer booklet.

Key dates

Key dates
Event	Time and date (AEST
Record date for SPP	Friday, 16 September 2022
Announcement of Placement, Sell Down and SPP	Monday, 19 September 2022

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Placement bookbuild	Monday, 19 September 2022
Announcement of the outcome of the Placement and Sell Down, and trading halt lifted	by Wednesday, 21 September
Settlement of New Shares to be issued under the Placement	Tuesday, 27 September 2022
Allotment and normal trading of New Shares	Wednesday, 28 September 2022
SPP offer opening date and SPP offer booklet is dispatched	Thursday, 29 September 2022
SPP offer closing date	Tuesday, 11 October 2022
Announcement of results of SPP (including scale back (if any))	Friday, 14 October 2022
Allotment of new shares under the SPP	Monday, 17 October 2022
Normal trading of SPP shares and dispatch of holding statements	Tuesday, 18 October 2022

Note: This timetable is indicative and subject to variation. IVE reserves the right to alter the timetable as its absolute discretion and without notice, subject to ASX Listing Rules and Corporation Act 2001 (Cth) and other applicable law.

Additional information

Further details of the Placement and Share Purchase Plan are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Placement.

This announcement has been approved by the IVE Group Board.

For further information, please contact:

Investor Relations investors@ivegroup.com.au

For more information, please visit our website:

www.ivegroup.com.au

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Important information

This announcement may not be distributed or released in the United States or to US persons.

The New Shares to be offered and sold in the Placement and the SPP have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States, unless they are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable US state securities laws. In addition, the New Shares to be offered and sold in the SPP may not be offered or sold, directly or indirectly, in the United States or any person that is acting for the account or benefit of a person in the United States.