NUIX LIMITED — Capital/Financing Update 2020

Dec 2, 2020

Market Announcement

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3 December 2020

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Nuix Limited (ASX: NXL) – Admission and Commencement of Official Quotation – Conditional and Deferred Settlement Trading

Description

It is anticipated that Nuix Limited (‘NXL’) will be admitted to the Official List of ASX Limited (‘ASX’) either on the afternoon of Thursday, 3 December 2020 or on the morning of Friday, 4 December 2020.

Official quotation of NXL’s ordinary fully paid shares is expected to commence at 12:30PM (AEDT) on Friday, 4 December 2020 on a conditional and deferred settlement basis .

NXL raised approximately $953 million pursuant to the offer under the prospectus dated 18 November 2020 issued by NXL and Nuix SaleCo Limited (the ‘Prospectus’), by the issue and transfer of 179,479,144 at an issue and sale price of $5.31 per unit.

Quotation information

Quotation information	Quotation information	Quotation information	Quotation information	Quotation information	Quotation information	Quotation information	Quotation information
Quoted Securities:317,304,794 fully paid ordinary shares
ASX Code:NXL
Time:12:30PM (AEDT)
Date:Friday, 4 December 2020
ASX Trade Abbreviation:NUIX LTD
ISIN:A00000119307
Home Branch:Sydney
Registered Office:Address: Level 27, 1 Market Street, Sydney NSW 2000Phone: 02 9280 0699Email:mike.egan@nuix.com
Company Secretary:Michael Egan
Share Registry:Link Market Services LimitedAddress: Level 12, 680 George Street, Sydney NSW 2000Phone: +61 2 8280 7100Email: registrars@linkmarketservices.com.au
					..
Bala	nce Date:
		30 Ju	ne
CHE
	SS:	Partic	ipating. CHES	S and Issuer Spon	sored.
Plac
	e of Incorporation:	New	South Wales
Divi	dend Policy:	See s	ection 4.14 of	NXL‘s Prospectus
Acti	vities:	Softw	are developm	ent and sales

Market Announcement 1/3

3 December 2020 ASX Limited

ASX Customer Service Centre 131 279 | asx.com.au

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Joint Lead Managers:	Macquarie Capital (Australia) Limited and Morgan Stanley Australia
	Securities Limited
Underwriters:	Macquarie Capital (Australia) Limited and Morgan Stanley Australia
	Securities Limited
ASX Restricted Securities:	N/A
Other Securities Not Quoted:	453,273 options exercisable at $2.00
	169,891 options exercisable at $5.31 on or before the date that is 7 years
	after the date of issue
	424,842 options exercisable between $2.00 and $3.00 with expiry dates
	between 28 August 2024 and 10 September 2028
	500,000 options exercisable at $5.01 on or before 30 September 2023
	501,694 options exercisable at $5.31 on or before the date that is 7 years
	after the date of issue
	342,755 performance rights

Conditional and deferred settlement trading

NXL has requested that a conditional trading market be provided pursuant to ASX Operating Rule 3330. The conditions for the conditional market specified by NXL are: (i) the Underwriting Agreement is not terminated and becomes unconditional; and (ii) Nuix has issued new shares, and SaleCo has transferred shares, to successful applicants under the Offer (as defined in the Prospectus).

In accordance with ASX Operating Rule 3330, ASX has agreed to provide a conditional market in NXL’s shares. NXL’s shares will commence trading on a conditional and deferred settlement basis at 12:30 PM (AEDT) on Friday, 4 December 2020.

The letters "CT" will be displayed in the Basis of Quotation field of ASX Trade to facilitate identification of NXL’s shares trading on a conditional basis. Market Participants should note that because no Special Market has been created within ASX Trade, Signal B trade messages will not contain explicit Conditional Trading Basis of Quotation. This information will be identified in the Daily Diary and Reference Point Master List.

NXL is required to advise ASX immediately of the fulfilment or non-fulfilment of the conditions for the conditional market. Notification as to when trading will become unconditional will be made in accordance with the ASX Operating Rules. The market will be advised by ASX market announcement when the conditions of the conditional market have been met and when the stock will commence trading on an unconditional basis. The market will not be purged.

In the case of fulfilment of the conditions, ASX will issue a further Market Announcement to Participants confirming trading arrangements and the date holding statements will be sent to successful applicants. At this stage, the conditions for the conditional market are expected to be met before 9:30 AM AEDT on Tuesday, 8 December 2020. NXL has agreed to send holding statements on Wednesday, 9 December 2020, and the first settlement date will be Thursday, 10 December 2020.

Contract notes for conditional sales and purchases

While it is the Participant’s responsibility to obtain their own advice concerning the appropriate words that should appear on a contract note for a conditional sale or purchase, the endorsement suggested below may be considered for contract notes for conditional transactions in NXL’s shares.

Market Announcement 2/3

3 December 2020

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"This contract is conditional upon notification being received by ASX by close of business on Friday, 18 December 2020 that the conditions for the conditional market have been fulfilled. If the conditions are not fulfilled, this contract shall be cancelled without any liability whatsoever other than for the return of any money paid in connection with the settlement of the contract."

Advice should also be provided to clients to ensure that they understand the full ramifications of Conditional Trading.

Indicative key dates

This timetable has been prepared on the basis that the conditions for the conditional market are expected to be satisfied by 9:30 AM AEDT, Tuesday, 8 December 2020. If the conditions are not fulfilled by the close of business on Friday, 18 December 2020, shares will not be issued and transferred and all conditional trades that have occurred since Friday, 4 December 2020 will be cancelled.

If the conditions are not satisfied by 9:30 AM AEDT, Tuesday, 8 December 2020, but are satisfied prior to the close of business on Friday, 18 December 2020, the dates in the timetable will be revised and a new timetable will be released to the market.

Date	Event
Friday, 4 December 2020	NXL admitted to official list
Friday, 4 December 2020	Commencement of Official Quotation on a conditional and deferred
	settlement basis – 12:30 PM (AEDT) (ASX: NXL)
Monday, 7 December 2020	Settlement of the Offer
	Last day of trading on a conditional and deferred settlement basis
Tuesday, 8 December 2020	Conditions for the conditional market expected to be fulfilled (confirmed
	prior to market open - by 9:30AM AEDT)
	First day of trading on a normal (T+2) basis (ASX: NXL)
Wednesday, 9 December 2020	Holding statements sent to successful applicants

Instructions

For further details, please refer to the Prospectus.

Need more information?

For further information, please call the NXL Offer Information Line on 1300 912 776 (within Australia) or +61 1300 912 776 (outside Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday.

Disclaimer

Please refer to the following disclaimer.

Issued by

Kimberley Brown

Manager, Listings Compliance (Sydney)

Market Announcement 3/3

3 December 2020