READYTECH HOLDINGS LIMITED — Capital/Financing Update 2019

Jun 6, 2019

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ReadyTech Holdings Limited ABN 25 632 137 216

7 June 2019

Waiver from Listing Rule 4.7B(a)

On 17 April 2019, ReadyTech Holdings Limited (ASX: RDY) ( ReadyTech or the Company ) was granted a waiver from ASX Listing Rule 4.7B(a) to the extent necessary that the Company not be required to provide quarterly cash flow reports for the eight quarters after the Company’s admission to the official list ( Waiver ).

Condition of Waiver

The Waiver included a condition that ReadyTech makes an announcement confirming that it expended the funds raised in the manner as indicated in the prospectus dated 29 March 2019 ( Prospectus ) to pay the selling shareholders, the costs of the offer and the repayment of debt before 31 July 2019.

Section 71.3 of the Prospectus provided that ReadyTech expected to raise approximately $50.0 million pursuant to the offer contained in the Prospectus ( Offer ) and the uses of the Offer were as follows:

Sources	$ millions	Uses	$ millions
Offer proceeds fromthe sale of SaleShares1	33.0	Payment of proceedsfrom the sale of SaleShares to the SellingShareholders2	33.0
Offer proceeds fromthe issue of NewShares3	17.0	Offer costs	6.8
		Repayment ofdebt	3.5
		Cash to pursue growthopportunities	6.7
Total sources	50.0	Total uses	50.0

1 As defined in section 11 of the Prospectus.

2 As defined in section 11 of the Prospectus.

3 As defined in section 11 of the Prospectus.

Confirmation

ReadyTech confirms that on 4 June 2019 it has used approximately $43.3 million out of the $50.0 million funds raised under its Prospectus in a manner consistent with the information set out in section 71.3 of the Prospectus as follows:

• $33 million relating to the payment of proceeds from the sale of Sale Shares to the Selling Shareholders;

• $6.8 million relating to the payment of the offer costs; and

• $3.5 million relating to the repayment of debt.

Yours sincerely,

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Nimesh Shah

Chief Financial Officer & Company Secretary

ReadyTech Holdings Limited