JANISON EDUCATION GROUP LIMITED — Share Issue/Capital Change 2021

Nov 29, 2021

Application for quotation of +securities

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Announcement Summary

Entity name

JANISON EDUCATION GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

Monday November 29, 2021

The +securities to be quoted are:

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+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
JAN	ORDINARY FULLY PAID	2,293,403	29/11/2021

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

Part 1 - Entity and announcement details

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1.1 Name of entity

JANISON EDUCATION GROUP LIMITED

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ACN

Registration number 091302975

1.3 ASX issuer code

JAN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/11/2021

Application for quotation of +securities

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Application for quotation of +securities

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Part 2 - Type of Issue

2.1 The +securities to be quoted are:

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+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Previous Appendix 3B details:

Announcement Date and Announcement Title Selected Appendix 3B to submit quotation Time request 24-Nov-2021 09:32 New - Proposed issue of securities - A placement or other type of issue JAN

2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

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Yes

2.3a.3 Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B

Shares issued as part of the consideration for the acquisition of 100% of the shares of Academic Assessment Services Pty Ltd as announced on 24 November 2021. Further issues include the $7m in earn out share consideration to be issued

in Q1FY24 subject to a performance condition being a minimum operating revenue target of $11m over FY22 and FY23 combined, and will be adjusted up $0.50 for every $1.00 of operating revenue above $11.0m target and down by $1.00 for every dollar below.

Application for quotation of +securities

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Application for quotation of +securities

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Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B

Placement Details

ASX +security code and description JAN : ORDINARY FULLY PAID

Issue date

29/11/2021

Distribution Schedule

Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category.

		Total percentage of +securities held
Number of +securities held	Number of holders	For example, to enter a value of 50%
		please input as 50.00
1 - 1,000		%
1,001 - 5,000		%
5,001 - 10,000		%
10,001 - 100,000		%
100,001 and over		%

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted

2,293,403

Are the +securities being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

The shares are to be issued as part of the consideration for the acquisition of 100% of the shares of Academic Assessment Services Pty Ltd as announced on 24 November 2021.

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

1.308100

Any other information the entity wishes to provide about the +securities to be quoted

N/A.

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
JAN : ORDINARY FULLY PAID	234,900,045

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
JANAC : PERFORMANCE RIGHTS EXPIRING 30-JUN-2035	10,937,848
JANAB : PERFORMANCE RIGHTS EXPIRING 14-APR-2022	700,000

Application for quotation of +securities

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