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KELSIAN GROUP LIMITED Capital/Financing Update 2019

Oct 7, 2019

65187_rns_2019-10-07_5c0c8889-81c7-46e9-8ef8-52c98fad1ef5.pdf

Capital/Financing Update

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Rule 2.7, 3.20.3, 3.10.4, 3.jo. 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

SeaLink Travel Group Limited (Company)

ABN

49 109 078 257

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets ifthere is not enough space).

1 +Class of
Securities
issued or to
be issued
the
Fully paid
ordinary
shares
Company
in
New
(each
a
Share)
2 Securities
Number of
issued or
to
(if
issued
known)
or
be
maximum
number
which
may
be issued
pursuant
18,642,724 New Shares
to
the
terms
of
the
underwritten
Placement
as
announced
to
the
Company
on
by
ASX
8 October
Tuesday,
2019.
Approximately
New
Shares
25,357,276
pursuant
to
the
underwritten
for
4
1
entitlement
accelerated
non-renounceable
announced
the
offer
as
to
Company
ASX by
on
8 October
Tuesday,
2019.
of
split
The
New
Shares
between
the
institutional
component
of
the
entitlement
(Institutional
Entitlement
offer
Offer)
of
and
the
component
the
entitlement
retail
Entitlement
(Retail
Offer)
is subject
offer
the
determination
of
the
to
Company
and
holding
reconciliation
and
rounding.
if options,
exercise
price
(e.g.
if
and
expiry date;
partly paid
Securities,
the
amount
outstanding
and
due dates
for
if
+convertible
payment;
securities, the
conversion price
and dates for conversion)
shares.
4 Do the
Securities
rank equally
the
in all respects from
+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

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

not
rank equally, other
than
the
in
relation
to
next
distribution
dividend,
or
interest
payment
5 Issue price or consideration of
per
each
the
New
Share
(for
A\$3.5o
Institutional
Entitlement
and
the
Offer
Entitlement
(together
Offer
the
Retail
Entitlement
and
the
Offer)
Placement))
6 Purpose ofthe
issue
(If issued
consideration
as
for
the
acquisition of
assets, clearly
identify those assets)
of
partially
fund
the
acquisition
the
To
Transit
announced
Systems
Group,
as
to
ASX by the
Company
on
Tuesday,
8 October
2019.

The New Shares are fully paid ordinary

3 Principal terms ofthe Securities

+ See chapter 19 for defined terms.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

IfYes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 36, 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 Not Applicable
  • 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.
  • 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

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

7 Issue dates

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 ofAppendix 3B.

The proposed allotment date for the New Shares under the Placement and Institutional Entitlement Offer will be Friday, 18 October 2019.

The proposed allotment date for the New Shares under the Retail Entitlement Offer will be Wednesday, 6 November 2019.

  • 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
  • 9 Number and +class of all Securities not quoted on ASX (including the Securities in section 2 if applicable)
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Number +Class
145,429,103 ordinary
paid
Fully
shares
Number +Class
100,000 Options
with
a zero
exercise
price
190,000 Performance
rights
with
zero
exercise
a
price

Same as existing ordinary shares

Part 2 - Pro rata issue

11 holder
security
approval
Is
required?
No
12 Is the
issue renounceable or non
renounceable?
Non-renounceable
13 Securities
in
which
the
Ratio
will be offered
Share
each
4 existing
shares
held
1 New
for
the
at
record
date
as
14 Securities
+Class of
to
which the
offer relates
Fully paid
ordinary
shares

+ See chapter 19 for defined terms.

*5 date
to
determine
+Record
entitlements
7:00pm (Sydney time) on Thursday, 10 October
2019
16 holdings
on
different
Will
registers
(or
subregisters)
be
aggregated
for
calculating
entitlements?
No
17 Policy for deciding entitlements
in relation to fractions
Rounded
up
the
nearest
number.
to
whole
18 Names of
countries in which the
entity has security holders who
not
sent
be
new
will
offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
the
Entitlement
For
Retail
Offer,
all
countries
except
and
for
Australia
New
Zealand.
the
Institutional
Entitlement
and
For
Offer
the
Placement,
to
the
investor
refer
Cross reference: rule 7.7. presentation.________
19 of
Closing
date
for
receipt
acceptances or renunciations
of
date
acceptance
the
The
closing
for
New
under
the
Institutional
Shares
offered
Entitlement
and
Placement
Offer
will
be
October
Tuesday,
8
2019.
of
date
acceptance
the
The
closing
for
New
under
the
Entitlement
Shares
offered
Retail
29 October
Offer will
Tuesday,
be
2019.
20 Names of
any underwriters
Macquarie
Capital
(Australia)
Limited
(ACN 123 199 548)
Minnett
Ord
Limited
(ACN 002
733 048)
Taylor
(ACN 008
Collison
Limited
172 430)
21 Amount of
any underwriting fee
or commission
A management
fee of
of
the
sum
of
0.6%
of
the
proceeds
the
Institutional
and
Entitlement
the
Placement,
and
Offer
fee of
underwriting
2.4% of
the
an
proceeds
of
the
Institutional
Entitlement
and
Offer
the
Placement.
A management
fee of
of
the
sum
of
0.6%
the
of
the
proceeds
Entitlement
Retail
undewriting
fee of
and
an
2.4% of
Offer,
of
the
proceeds
the
Entitlement
Retail
Offer.
additional
discretionary
fee of
An
incentive
0.5% of
of
the
the
sum
Entitlement
Offer
and
the
Placement
may
also
be
payable.
22 of
Names
any
brokers
to
the
issue
23 Fee or
commission payable to
the
broker to the
issue
Not
applicable
24 of
Amount
handling
any
fee
to
brokers
who
payable
lodge
acceptances or renunciations
on
behalfofsecurity
holders
25 If
the
contingent
issue
on
is
holders'
security
approval,
the
date ofthe
meeting
26 Date entitlement
and acceptance
form and offer documents
will be
sent to persons entitled
entitlement
and
and
A
Retail
Offer
Booklet
acceptance
respect
of
the
form
in
Retail
Entitlement
sent
Offer
to
will
be
eligible
retail
shareholders
on
15 October
Tuesday,
2019.
prospectus
Product
or
Disclosure
No
statement
produced.__
will be
27 If the entity has issued options,
the
terms
entitle
option
and
to
participate
holders
on
the
exercise,
date
on
which
to
notices
sent
option
will
be
holders
28 Date rights trading
will begin (if
applicable)
Not
applicable
29 Date rights trading
will end
(if
applicable)
30 do
security
holders
How
sell
in full
their
entitlements
through
a broker?
31 How do security holders sell part
of
their
entitlements
through
a
broker
and
the
accept
for
balance?
32 How do security holders dispose
of
their
entitlements
(except by
sale through
a broker)?

+ See chapter 19 for defined terms.

33 Issue date The proposed allotment date for the New Shares under the Placement and Institutional Entitlement Offer will be Friday, 18 October 2019.

The proposed allotment date for the New Shares under the Retail Entitlement Offer will be Wednesday, 6 November 2019._____

Part 3 - Quotation of securities

You need only complete this section ifyou are applyingfor quotation ofsecurities

  • 34 Type of+securities (tick one)
  • (a) Securities described in Part 1

(b) | j 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 ofsecurities

Tick to indicate you are providing the information or documents

  • 35 If the ""securities are "equity securities, the names ofthe 20 largest holders ofthe additional ''securities, and the number and percentage of additional Securities held by those holders
  • 36 I I If the "securities are "equity securities, a distribution schedule of the additional '---- ' Securities setting out the number of holders in the categories 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?

Ifthe 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
  • 41 Reason for request for quotation now

Example: In the case of restricted securities, end ofrestriction period

(if issued upon conversion of another Security, clearly identify that other Security)

42 Number and +class of all Securities quoted on ASX (including the Securities in clause 38)

Number +Class
and the state of the state of the w

+ See chapter 19 for defined terms.

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 ioi2C(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 ofthe 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.
  • 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.

Date: .A.AsAAS4' 9

Sign here:

(

Print name: . JOANNE HELEN MCDONALD

+ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

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

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

Part 1

-Issues
of
Rule
exceeding
capital
15%
7.1
"A",
placement
Step
1: Calculate
the
base
figure
from
which
the
calculated
capacity
is
Add the following:
Number of fully paid +ordinary securities

issued in that 12 month period under an
exception in rule 7.2
200,000 (29 November 2018)
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
25,357,276 (New Shares to be issued under
the Entitlement Offer, which are permitted to
be included in the calculation of "A"
for the
purpose of determining the number of New
Shares that may be issued under the
Placement, pursuant to a waiver from ASX
dated 24 September 2019)
Note:
Include only ordinary securities here -

other classes of
equity securities cannot
be added
Include here (ifapplicable)
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
0
"A" 126,786,379

+ See chapter 19 for defined terms.

"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 19,017,957
"C",
amount
Step
Calculate
the
3:
that
already been
has
used
7.1
ofplacement
capacity
under
rule
Insert number 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
18,642,724
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 -
notjust
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" 18,642,724
["A"x
"C" from
Step 4:
Subtract
placement
capacity
under
rule
7.1
"B"]
calculate
remaining
to
"A" x 0.15 19,017,957
Note: number must be same as shown in
Step 2
Subtract "C" 18,642,724
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] -"C 374,233
"

+ See chapter 19 for defined terms.

Part 2

figure
which
placement
from
the
0.10
Note: this value cannot be changed
amount

+ See chapter 19 for defined terms.

"D"]
["A"x
"E"
Step
Subtract
from
calculate
remaining
4:
to
placement
capacity
under
7.1A
rule
"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.