MAAS GROUP HOLDINGS LIMITED — Capital/Financing Update 2021

Aug 11, 2021

This appendix is available as an online form Only use this form if the online version is not available

+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

• See chapter 19 for defined terms 5 June 2021

Page 1

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 1 – Entity and announcement details

==> picture [433 x 598] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
no
1.1 Name of entity Maas Group Holdings Limited
We (the entity here named)
give ASX the following
information about a proposed
issue of [+] securities and, if ASX
agrees to [+] quote any of the
+securities (including any
rights) on a [+] deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
1.2 Registration type and number ABN 84632994542
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
1.3 ASX issuer code MGH
1.4 This announcement is ☐ A new announcement
Tick whichever is applicable. ☒ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a Reason for update Extension of Closing Date of Share Purchase Plan –
Answer this question if your response refer separate ASX announcement
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
----- End of picture text -----*

• See chapter 19 for defined terms 5 June 2021

Page 2

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

1.4b	*Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”.	26 July 2021
1.4c	*Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”.	N/A
1.4d	*Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”.	N/A
1.5	*Date of this announcement	12/8/21
1.6	*The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure.	☐A +bonus issue_(complete Parts 2 and 8) ☐A standard +pro rata issue (non-renounceable or renounceable)(complete Q1.6a and Parts 3 and 8) ☐An accelerated offer(complete Q1.6b and Parts 3 and 8) ☒An offer of +securities under a +securities purchase plan(complete Parts 4 and 8) ☐A non-+pro rata offer of +securities under a +disclosure document or +PDS(complete Parts 5 and 8) ☐A non-+pro rata offer to wholesale investors under an information memorandum(complete Parts 6 and 8) ☒A placement or other type of issue(complete Parts 7 and_ 8)
1.6a	*The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐Non-renounceable ☐Renounceable
1.6b	*The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) ☐Accelerated renounceable entitlement offer (commonly known as an AREO) ☐Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

• See chapter 19 for defined terms 5 June 2021

Page 3

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 4 – Details of proposed offer under +securities purchase plan

If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.

Part 4A – Proposed offer under +securities purchase plan – conditions

==> picture [435 x 411] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
4A.1 Do any external approvals need to be No
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
4A.1a Conditions
Answer these questions if your response to 4A.1 is “Yes”.
Approval/ condition Date for Is the date Approval received/ Comments
Type determination estimated or condition met?
Select the applicable The ‘date for actual? Please respond “Yes” or
approval/condition determination’ is the “No”. Only answer this
from the list (ignore date that you expect to question when you know
those that are not know if the approval is the outcome of the
applicable). More than given or condition is approval.
one approval/condition satisfied (for example,
can be selected. the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
----- End of picture text -----**

Part 4B – Proposed offer under +securities purchase plan – offer details

==> picture [440 x 31] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
----- End of picture text -----

Part 4B – Proposed offer under +securities purchase plan – offer details	Part 4B – Proposed offer under +securities purchase plan – offer details	Part 4B – Proposed offer under +securities purchase plan – offer details
Question No. Question Answer
4B.1	*Class or classes of +securities that will participate in the proposed offer (please enter both the ASX security code & description) If more than one class of security will participate in the securities purchase plan, make sure you clearly identify any different treatment between the classes.	MGH Ordinary Fully Paid

• See chapter 19 for defined terms 5 June 2021

Page 4

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

==> picture [440 x 645] intentionally omitted <==

----- Start of picture text -----

4B.2 Class of +securities to be offered to them MGH Ordinary Fully Paid
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
4B.2a If the offer includes attaching +securities – No
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
4B.2b If the offer includes attaching +securities – No
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
4B.3 Maximum total number of those +securities 2,727,272
that could be issued if all offers under the
+securities purchase plan are accepted
4B.4 Will the offer be conditional on applications No
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
4B.4a Describe the minimum subscription N/A
condition
Answer this question if your response to Q4B.4 is
“Yes”.
4B.5 Will the offer be conditional on applications No
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
4B.5a Describe the maximum subscription N/A
condition
Answer this question if your response to Q4B.5 is
“Yes”.
4B.6 Will individual +security holders be Yes
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
4B.6a Describe the minimum acceptance Minimum subscription of $2,750
condition
Answer this question if your response to Q4B.6 is
“Yes”.
----- End of picture text -----

• See chapter 19 for defined terms 5 June 2021

Page 5

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

==> picture [440 x 412] intentionally omitted <==

----- Start of picture text -----

4B.7 Will individual +security holders be limited Yes
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
4B.7a Describe the maximum acceptance $30,000
condition
Answer this question if your response to Q4B.7 is
“Yes”.
4B.8 Describe all the applicable parcels Eligible shareholders may apply for an
available for this offer in number of amount above the minimum of $2,750 up to
securities or dollar value the maximum of $30,000 per shareholder
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
4B.9 Will a scale back be applied if the offer is Yes
over-subscribed?
4B.9a Describe the scale back arrangements If applications are received for more than the
Answer this question if your response to Q4B.9 is total $15 million under the Share Purchase
“Yes”. Plan unless the Board determines
otherwise, applications will be scaled back
at the discretion of the Board
4B.10 In what currency will the offer be made? AUD
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
4B.11 Has the offer price been determined? Yes
4B.11a What is the offer price per +security? $5.50
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
4B.11b How and when will the offer price be N/A
determined?
Answer this question if your response to Q4B.11 is
“No”.
----- End of picture text -----*

Part 4C – Proposed offer under +securities purchase plan – timetable

Question No.	Question	Answer
4C.1	*Date of announcement of +security purchase plan The announcement of the security purchase plan must preferably be made prior to the commencement of trading on the announcement date but ASX will accept announcements after this time.	1/7/2021
4C.2	*+Record date This is the date to identify security holders who may participate in the security purchase plan. Per Appendix 7A section 12 of the Listing Rules, this day is one business day before the entity announces the security purchase plan. Note: the fact that an entity's securities may be in a trading halt or otherwise suspended from trading on this day does not affect this date being the date for identifying which security holders may participate in the security purchase plan.	30/6/2021

• See chapter 19 for defined terms 5 June 2021

Page 6

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

4C.3	*Date on which offer documents will be made available to investors	8/7/2021
4C.4	*Offer open date	8/7/2021
4C.5	*Offer closing date	16/9/2021
4C.6	[deleted]
4C.7	*+Issue date and last day for entity to announce results of +security purchase plan offer Per Appendix 7A section 12 of the Listing Rules, the last day for the entity to issue the securities purchased under the plan is no more than 5 business days after the closing date. The entity should lodge an Appendix 2A with ASX applying for quotation of the securities before noon Sydney time on this day	23/9/2021

Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

==> picture [440 x 428] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
4D.1 Does the offer under the +securities Yes
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
 the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
 the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
 the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
4D.1a Are any of the +securities proposed to be N/A
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
----- End of picture text -----

• See chapter 19 for defined terms 5 June 2021

Page 7

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

4D.1a(i)	*How many +securities are proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1a is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	N/A
4D.1b	*Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”.	N/A
4D.1b(i)	*How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Part 4E – Proposed offer under +securities purchase plan – fees and expenses

==> picture [440 x 167] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
4E.1 Will there be a lead manager or broker to Yes
the proposed offer?
4E.1a Who is the lead manager/broker? MA Moelis Australia and Morgans Corporate
Answer this question if your response to Q4E.1 is Limited
“Yes”.
4E.1b What fee, commission or other 0.5% management fee is payable on the
consideration is payable to them for acting proceeds of the Share Purchase Plan
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.2 Is the proposed offer to be underwritten? No
----- End of picture text -----

• See chapter 19 for defined terms 5 June 2021

Page 8

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

==> picture [440 x 653] intentionally omitted <==

----- Start of picture text -----

4E.2a Who are the underwriter(s)? N/A
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
4E.2b What is the extent of the underwriting (i.e. N/A
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
4E.2c What fees, commissions or other N/A
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
4E.2d Provide a summary of the significant N/A
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
4E.2e Is a party referred to in listing rule 10.11 N/A
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
4E.2e(i) What is the name of that party? N/A
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
4E.2e(ii) What is the extent of their underwriting or N/A
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
----- End of picture text -----*

• See chapter 19 for defined terms 5 June 2021

Page 9

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

==> picture [440 x 422] intentionally omitted <==

----- Start of picture text -----

4E.2e(iii) What fee, commission or other N/A
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
4E.3 Will brokers who lodge acceptances or N/A
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
4E.3a Will the handling fee or commission be N/A
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
4E.3b Amount of handling fee or commission N/A
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
4E.3c Percentage handling fee or commission N/A
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
4E.3d Please provide any other relevant N/A
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
4E.4 Details of any other material fees or costs to N/A
be incurred by the entity in connection with
the proposed offer
----- End of picture text -----*

• See chapter 19 for defined terms 5 June 2021

Page 10

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 4F – Proposed offer under +securities purchase plan – further information

==> picture [440 x 476] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
4F.1 The purpose(s) for which the entity intends ☐ For additional working capital
to use the cash raised by the proposed ☐ To fund the retirement of debt
issue
You may select one or more of the items in the list. ☐ To pay for the acquisition of an asset
[ provide details below ]
☐ To pay for services rendered [ provide
details below ]
☒ Other [ provide details below ]
Additional details:
MGH is undertaking the Placement and
Conditional Placement to enhance MGH’s
financial capacity to fund growth and
acquisition initiatives, including near-term
opportunities in residential property and
construction materials, and to reduce debt.
Refer Appendix 2A lodged 8 July 2021 for
details of Institutional Placement which has
completed.
4F.2 Will the entity be changing its No
dividend/distribution policy if the proposed
issue is successful?
4F.2a Please explain how the entity will change N/A
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
4F.3 Countries in which the entity has +security Australia and New Zealand
holders who will not be eligible to participate
in the proposed offer
4F.4 URL on the entity's website where https://investors.maasgroup.com.au/Investor
investors can download information about -Centre/
the proposed offer
4F.5 Any other information the entity wishes to N/A
provide about the proposed offer
----- End of picture text -----

• See chapter 19 for defined terms 5 June 2021

Page 11

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 7 – Details of proposed placement or other issue

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

==> picture [437 x 576] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
7A.1 Do any external approvals need to be Yes
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
Approval/ condition Date for Is the date Approval received/ Comments
Type determination estimated or condition met?
Select the applicable The ‘date for actual? Please answer “Yes” or
approval/condition determination’ is the “No”. Only answer this
from the list (ignore date that you expect to question when you know
those that are not know if the approval is the outcome of the
applicable). More than given or condition is approval.
one approval/condition satisfied (for example,
can be selected. the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
+Security holder 1/9/2021 Estimated The Conditional
approval Placement of 5,454,543
shares to be issued to
related parties including
the Managing Director
and CEO, Directors,
Company Founders
and other Senior
Management which will
be subject to
shareholder approval.
Refer ASX
announcement 2 July
2021 for further
information.
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
----- End of picture text -----**

• See chapter 19 for defined terms 5 June 2021

Page 12

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 7B – Details of proposed placement or other issue - issue details

==> picture [440 x 508] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
7B.1 Class of +securities to be offered under the MGH Ordinary Fully Paid
placement or other issue (please enter both
the ASX security code & description)
7B.2 Number of +securities proposed to be 17,097,724
issued
If the number of securities proposed to be issued is
Refer Appendix 2A lodged 8 July 2021 for
based on a formula linked to a variable (for example,
details of Institutional Placement which has
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at completed
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
7B.3 Are the +securities proposed to be issued Yes
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
7B.3a In what currency is the cash consideration AUD
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
7B.3b What is the issue price per +security $5.50
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
7B.3c AUD equivalent to issue price amount per N/A
+security
Answer this question if the currency is non-AUD
7B.3d Please describe the consideration being N/A
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
7B.3e Please provide an estimate of the AUD N/A
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
----- End of picture text -----

Part 7C – Proposed placement or other issue – timetable

Question No.	Question	Answer
7C.1	*Proposed +issue date	8/7/2021

• See chapter 19 for defined terms 5 June 2021

Page 13

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 7D – Proposed placement or other issue – listing rule requirements

Question No.	Question	Answer
7D.1	*Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’.	No
7D.1a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “Yes”.	N/A
7D.1b	*Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”.	Yes
7D.1b(i)	*How many +securities are proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question the issuer is an ASX Listing, your response to Q7D.1 is “No” and if your response to Q7D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	8,915,909 shares proposed to be issued under the institutional placement with 8,363,636 shares fully underwritten Refer Appendix 2A lodged 8 July 2021 for details of Institutional Placement which has completed.
7D.1c	*Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”.	No
7D.1c(i)	*How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

• See chapter 19 for defined terms

5 June 2021

Page 14

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

==> picture [440 x 386] intentionally omitted <==

----- Start of picture text -----

7D.1c(ii) Please explain why the entity has chosen N/A
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
7D.2 Is a party referred to in listing rule 10.11 Yes
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
7D.3 Will any of the +securities to be issued be No
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
7D.3a Please enter, the number and +class of the N/A
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
7D.4 Will any of the +securities to be issued be No
subject to +voluntary escrow?
7D.4a Please enter the number and +class of the No
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
----- End of picture text -----

Part 7E – Proposed placement or other issue – fees and expenses

==> picture [440 x 219] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
7E.1 Will there be a lead manager or broker to Yes
the proposed issue?
7E.1a Who is the lead manager/broker? Joint Lead Managers – MA Moelis Australia
Answer this question if your response to Q7E.1 is Advisory Pty Ltd and Morgans Corporate
“Yes”. Limited
7E.1b What fee, commission or other Management fee of 0.5% of the total amount
consideration is payable to them for acting raised under the capital raising
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
7E.2 Is the proposed issue to be underwritten? Yes
7E.2a Who are the underwriter(s)? Joint underwriters – MA Moelis Australia Pty
Answer this question if your response to Q7E.2 is Ltd and Morgans Corporate Limited
“Yes”.
----- End of picture text -----*

• See chapter 19 for defined terms 5 June 2021

Page 15

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

==> picture [440 x 623] intentionally omitted <==

----- Start of picture text -----

7E.2b What is the extent of the underwriting (i.e. Underwritten component is limited to the
the amount or proportion of the issue that is Institutional Placement of 8,363,636 shares
underwritten)? at an offer price of $5.50. This equates to
Answer this question if your response to Q7E.2 is $46m of the capital raise.
“Yes”.
Refer Appendix 2A lodged 8 July 2021 for
details of Institutional Placement which has
completed
7E.2c What fees, commissions or other 2% of the underwritten amount – refer above
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
7E.2d Provide a summary of the significant Refer slide 23 of Capital Raising
events that could lead to the underwriting Presentation lodged with ASX 1 July 2021
being terminated which summarises the underwriting
Answer this question if your response to Q7E.2 is agreement including termination conditions.
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
7E.3 Is a party referred to in listing rule 10.11 No
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
7E.3a What is the name of that party? N/A
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
7E.3b What is the extent of their underwriting or N/A
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
7E.3c What fee, commission or other N/A
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
7E.4 Details of any other material fees or costs to nil
be incurred by the entity in connection with
the proposed issue
----- End of picture text -----*

• See chapter 19 for defined terms

5 June 2021

Page 16

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 7F – Proposed placement or other issue – further information

==> picture [440 x 410] intentionally omitted <==

----- Start of picture text -----

Question Question Answer
No.
7F.1 The purpose(s) for which the entity is ☐ To raise additional working capital
issuing the securities
☐ To fund the retirement of debt
You may select one or more of the items in the list.
☐ To pay for the acquisition of an asset
[ provide details below ]
☐ To pay for services rendered [ provide
details below ]
☒ Other [ provide details below ]
Additional details:
The funds raised under the offer will be used
to enhance MGH’s financial capacity to fund
growth and acquisitions initiatives and to
repay debt – refer presentation lodged with
ASX 1/7/21 for further information in relation
to the offer
Refer Appendix 2A lodged 8 July 2021 for
details of Institutional Placement which has
completed
7F.2 Will the entity be changing its No
dividend/distribution policy if the proposed
issue proceeds?
7F.2a Please explain how the entity will change N/A
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
7F.3 Any other information the entity wishes to Refer Appendix 2A lodged 8 July 2021 for
provide about the proposed issue details of Institutional Placement which has
completed.
----- End of picture text -----*

• See chapter 19 for defined terms 5 June 2021

Page 17