NEXTED GROUP LIMITED — Capital/Financing Update 2012

Oct 28, 2012

Appendix
3B New
issue
announcement

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

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

Name
of
entity

DGI
Holdings
Limited

ABN 75
105
012
066

We
(the
entity)
give
ASX
the
following
information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares and unlisted options to be issued under the Prospectus dated 26 October 2012.
	a) Up to 120 million fully paid ordinary shares and up to 60 million unlisted options issued on the basis of 1 free attaching option for every 2 shares held under the First Placement; and b) Up to 170 million fully paid ordinary shares under the Second Placement.
	Fully paid ordinary shares and unlisted options with an exercise price of $0.01 and an expiry date of 31 December 2014. The full terms and conditions of the shares and the options are contained in the Prospectus dated 26 October 2012.

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
1

Appendix
3B New
issue
announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed
	Fully paid ordinary shares will rank equally with existing fully paid ordinary shares on issue. No – unlisted options. Shares issued on exercise of the options will rank equally with existing fully paid ordinary shares.
	a) Up to 120 million fully paid ordinary shares to be issued at $0.001 per share and up to 60 million unlisted options issued for nil consideration under the First Placement; and b) Up to 170 million fully paid ordinary shares issued at $0.01 per share under the Second Placement.
	The funds raised under the First and Second Placement as outlined in the Prospectus dated 26 October 2012 will be used to develop the technology assets retained by the Company post completion of the administration and to investigate new opportunities, which are most likely to be in a different industry to the existing technology. Further details are provided in the Prospectus dated 26 October 2012.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
2

01/08/2012

Appendix
3B New
issue
announcement

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 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 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	The Closing Date for the First Placement is scheduled for 5.00pm (WST) on 21 November 2012 and the Closing Date for the Second Placement is scheduled for 5.00pm (WST) on 24 November 2012. Despatch of holding statements is expected to occur within 7 days after the respective Closing Date.

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
3

Appendix
3B New
issue
announcement

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
	324,395,540	Fully paid ordinary shares (ASX code: DGI)
	Number	+Class
	175,000 1,500,000 456,500 900,000 450,000 225,000 53,183 57,693 89,318 60,000,000	Options exercisable at $2.00 and expiring 24/8/14. Options exercisable at $0.50 and expiring 24/9/12. Options exercisable at $0.32044 and expiring 9/12/15. Options exercisable at $0.50 and expiring 15/10/12. Options exercisable at $0.50 and expiring 15/10/12. Options exercisable at $0.50 and expiring 30/11/12. Options exercisable at $0.3537 and expiring 11/3/14. Options exercisable at $0.27018 and expiring 18/3/14. Options exercisable at $0.0927 and expiring 8/7/14. Options exercisable at $0.01 and expiring 31/12/15.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  4

01/08/2012

Appendix
3B New
issue
announcement

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval Not
applicable. required? 12 Is
the
issue
renounceable
or
non-­‐ renounceable? 13 Ratio
in
which
the[+] securities will
be
offered 14 +Class
of
+securities
to
which
the offer
relates 15 +Record date to determine entitlements 16 Will holdings on different registers
(or
subregisters)
be aggregated for calculating entitlements? 17 Policy
for
deciding
entitlements in
relation
to
fractions 18 Names
of
countries
in
which
the entity
has[+] security
holders
who will
not
be
sent
new
issue documents Note:
Security
holders
must
be
told
how
their entitlements
are
to
be
dealt
with. Cross
reference:
rule
7.7. 19 Closing date for receipt of acceptances
or
renunciations

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
5

Appendix
3B New
issue
announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
6

1/1/2003

Appendix
3B New
issue
announcement

• 32 How
  do[+] security
  holders
  dispose of
  their
  entitlements
  (except
  by sale
  through
  a
  broker)?

• 33 +Despatch
  date

Part 3 - Quotation of securities

You
need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities

• 34 Type
  of
  securities ( tick
  one )

• (a)[Securities
  described
  in
  Part
  1
  ] NOTE
  –
  only
  fully
  paid
  ordinary
  shares
  will
  be
  quoted
  securities
  following reinstatement
  to
  trading
  of
  the
  Company’s
  shares
  on
  ASX.

• (b)[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
of
securities**

Tick
to
indicate
you
are
providing
the
information
or documents

• 35 If
  the[+] securities
  are[+] equity
  securities,
  the
  names
  of
  the
  20
  largest
  holders
  of
  the additional[+] securities,
  and
  the
  number
  and
  percentage
  of
  additional[+] securities held
  by
  those
  holders

• 36 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

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
7

Appendix
3B New
issue
announcement

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 date of allotment 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 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 of restriction 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)	Not applicable.
	Number	+Class

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

01/08/2012

Appendix
3B New
issue
announcement

**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
  1012C(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
  of
  the
  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
not
available
now,
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.

Sign
here: ............................................................
Date:
26
October
2012

~~(Director~~ /Company
secretary)

Print
name: Susan
Hunter

==
==
==
==
==

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
9