NEXTED GROUP LIMITED — Interim / Quarterly Report 2015

Apr 29, 2015

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ASX Announcement

30 April 2015

ASX RELEASE

APPENDIX 4C – QUARTERLY CASH FLOW REPORT AND QUARTERLY UPDATE – MARCH 2015

iCollege Limited (ASX: ICT) (“iCollege” and “the Company”) lodges the attached Appendix 4C Quarterly Report for entities admitted on the basis of commitments for the quarter ended 31 March 2015.

• Fully binding Share Sale Agreements (“SSA”) executed to acquire the Management Institute of Australia Pty Ltd and Mathisi Pty Ltd

• Termination of Acquisition of Dynamic Learning Services Pty Ltd

• iCollege will focus on the integration of the initial three acquisitions and look for organic growth opportunities across the business units

Completion of the Acquisition of Mathisi Pty Ltd

iCollege announced that following completion of the due diligence period, the company executed a fully binding Share Sale Agreement to acquire 100% of the issued capital of Mathisi Pty Ltd (“ Mathisi ”).

Mathisi is a Vocational Education and Training (VET) accredited Registered Training Organisation ( “RTO” ) with FY14 revenue of $1.3m and EBIT of $585k (unaudited).

The acquisition is in line with iCollege’s previously stated strategy of acquiring education providers whereby the Company is able to leverage its technology to improve the online learning experience for students and to offer a more flexible learning environment via an increased online course offering.

P: (08) 6380 2555 F: (08) 9381 1122 Email: admin@icollege.net

Suite 1 Ground Floor

iCollege Ltd

ABN 75 105 012 066 ASX: ICT

437 Roberts Road Subiaco WA 6008

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Mathisi provides a significantly expanded course offering, solid earnings and scalable growth opportunities. The financial performance of Mathisi is expected to further improve as iCollege successfully integrates the businesses and applies its proprietary technology to fully maximise the potential of online learning.

Completion of the Acquisition of Management Institute of Australia Pty Ltd

iCollege announced that following completion of the due diligence period, the company executed a fully binding Share Sale Agreement to acquire 100% of the issued capital of Management Institute of Australia Pty Ltd (“ MIA ”).

MIA is a Vocational Education and Training (VET) accredited Registered Training Organisation (“RTO”) with FY14 revenue of $8.1m and EBIT of $2.2m (audited).

This immediate EPS accretive acquisition is particularly significant for iCollege, as it provides a significantly expanded course offering, solid earnings and scalable growth opportunities. The financial performance of MIA is expected to further improve as iCollege successfully integrates the businesses and applies its proprietary technology to fully maximise the potential of online learning.

With a combined scope of 70 accredited and nationally recognised courses and many more non-accredited courses; MIA has been well positioned for national and international expansion, making it an ideal fit for the iCollege business model. Courses are offered across 22 industries, including Business, Logistics, Beauty and Massage, Fitness, Automotive, Rural, Childcare, Aged Care and Workplace Health and Safety.

The main portal for the MIA business can be found at www.mia.edu.au.

Termination of Acquisition of DLS

On 3 December 2014 iCollege announced that the Company had completed Due Diligence and executed a fully

binding Share Sale Agreement to acquire DLS.

Prior to settlement, the Company had been in numerous discussions with the Vendor who had requested that our

binding agreement be terminated for personal/family reasons. In the best interest of both parties, iCollege agreed to terminate the agreement.

Acquisition Funding

iCollege placed a Convertible Loan with the Copulos Group and other associated high net worth investors for a

minimum of $500,000. The term of the loan is 12 months with interest payable of 12% per annum paid quarterly in

P: (08) 6380 2555 F: (08) 9381 1122 Email: admin@icollege.net

Suite 1 Ground Floor 437 Roberts Road Subiaco WA 6008

iCollege Ltd

ACN 75 105 012 066 ASX: ICT

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arrears. The loan may be converted to shares at an exercise price at $0.15 per share or paid back in full at the Loan holder’s election.

END

For further information, please contact:

Mr Ross Cotton, Executive Director

iCollege Limited +61 (0) 419 870 363 ross@icollege.net

About iCollege Limited:

iCollege Limited (ASX: ICT) is a 100% online training platform that provides practical and comprehensive specialist education. The platform’s proprietary technology is optimised for mobile devices operating on iOS and Android applications. Launched in 2014 to help students and employees stay relevant in an ever-changing employment environment, the online education provider creates more engaging content and training experiences for the student and working community who are seeking to get ahead and advance their

knowledge and current skill sets.

iCollege Ltd ACN 75 105 012 066 ASX: ICT

P: (08) 6380 2555 F: (08) 9381 1122 Email: admin@icollege.net

Suite 1 Ground Floor 437 Roberts Road Subiaco WA 6008

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Rule 4.7B

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10

Name of entity
iCollege Limited
ABN 75 105 012 066	Quarter ended (“current quarter”)
75 105 012 066	31 March 2015

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from customers 1.2 Payments for (a) staff costs (b) advertising and marketing (c) research and development (d) leased assets (e) other working capital 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (R&D grant) Net operating cash flows	Current quarter $A’000	Year to date (9 months) $A’000
	28 (123) (29) - - (305) - 12 - - -	28 (372) (80) - - (994) - 43 - - 156
	(417)	(1,219)

• See chapter 19 for defined terms.

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Appendix 4C Page 1

Appendix 4C Quarterly report for entities admitted on the basis of commitments

	Current quarter $A’000	Year to date (12 months) $A’000
1.8 Net operating cash flows (carried forward)	(417)	(1,219)
Cash flows related to investing activities 1.9 Payment for acquisition of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets 1.10 Proceeds from disposal of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets 1.11 Loans to other entities 1.12 Loans repaid by other entities 1.13 Other (Deposit on business purchase) Net investing cash flows 1.14 Total operating and investing cash flows	- - (127) (8) - - - - - - - -	(115) - (537) (34) - - - - - - - (31)
	(135)	(717)
	(552)	(1,936)
Cash flows related to financing activities 1.15 Proceeds from issues of shares, options, etc. 1.16 Proceeds from sale of forfeited shares 1.17 Proceeds from borrowings 1.18 Repayment of borrowings 1.19 Dividends paid 1.20 Other (Costs of issue) Net financing cash flows	- - 500 - - -	586 - 500 - - (21)
	500	1,065
Net increase (decrease) in cash held 1.21 Cash at beginning of quarter/year to date 1.22 Exchange rate adjustments to item 1.20 1.23 Cash at end ofquarter	(52) 1,696 -	(871) 2,515 -
	1,644	1,644

• See chapter 19 for defined terms.

Appendix 4C Page 2

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

• 1.24 Aggregate amount of payments to the parties included in item 1.2

• 1.25 Aggregate amount of loans to the parties included in item 1.11

Current quarter $A'000 71 -

• 1.26 Explanation necessary for an understanding of the transactions

Payment of directors fees, consulting, accounting, book keeping, secretarial, and administration fees

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Issue of 200,000 shares in lieu of services provided by a consultant (non related party) at $0.15 per share

• 2.2 Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest

NA

Financing facilities available

Add notes as necessary for an understanding of the position.

Amount available Amount used $A’000 $A’000 3.1 Loan facilities - - 3.2 Credit standby arrangements - -

• See chapter 19 for defined terms.

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Appendix 4C Page 3

Appendix 4C Quarterly report for entities admitted on the basis of commitments

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
4.1 Cash on hand and at bank 4.2 Deposits at call 4.3 Bank overdraft 4.4 Other (provide details)	1,644	1,696
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.23)	1,644	1,696

Acquisitions and disposals of business entities

5.1 Name of entity 5.2 Place of incorporation or registration 5.3 Consideration for acquisition or disposal 5.4 Total net assets 5.5 Nature of business	Acquisitions (Item 1.9(a))	Disposals (Item 1.10(a))

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 30 April 2015 Company secretary Print name: Chris Watts

Notes

1. The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to

• See chapter 19 for defined terms.

Appendix 4C Page 4

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

disclose additional information is encouraged to do so, in a note or notes attached to this report.

1. The definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report except for any additional disclosure requirements requested by AASB 107 that are not already itemised in this report.

2. Accounting Standards. ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

• See chapter 19 for defined terms.

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Appendix 4C Page 5