READYTECH HOLDINGS LIMITED — Capital/Financing Update 2020

Nov 8, 2020

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ReadyTech Holdings Limited ABN 25 632 137 216

9 November 2020

FOR IMMEDIATE RELEASE

ReadyTech successfully completes $25 million Placement

ReadyTech Holdings Limited ( ASX:RDY ) ( Company ), is pleased to announce that further to its ASX Announcement dated Friday, 6 November 2020, the Company has now successfully completed a fully underwritten institutional placement ( Placement ), to raise approximately $25 million which will result in the issue of approximately 13.3 million new shares ( New Shares ).

The Placement shares have an issue price of $1.88 per share ( Offer Price ), which represents a 6.2% discount to the 3 trading day volume weighted average price of ReadyTech’s shares as at 5 November 2020.

ReadyTech’s CEO, Marc Washbourne said, “we are pleased at the success of this equity raising. We are grateful to our existing shareholders, welcome our new shareholders and thank them all for their support.”

Proceeds of the Placement will be used to help fund the potential acquisition of leading local and state government and justice case management SaaS provider, Open Office and McGirr (collectively Open Office ).

The Placement will support this acquisition opportunity, providing ReadyTech with certainty as it finalises its due diligence and potentially enters into binding transaction documents. If the acquisition does not complete, ReadyTech will use the proceeds of the Placement to fund other growth opportunities, including potential M&A, consistent with its stated strategy.

Settlement of the Placement is expected to occur on Wednesday, 11 November 2020 and New Shares issued, and commence trading on the following business day, Thursday, 12 November 2020. New Shares issued under the Placement will rank equally with existing ReadyTech ordinary shares from the date of issue.

ReadyTech shares are expected to resume normal trading on the ASX from market open today, Monday, 9 November 2020.

Potential share purchase plan

On Friday, 6 November 2020, ReadyTech announced a share purchase plan ( SPP ) scheduled to be conducted in 2021 in connection with the potential completion of the acquisition of Open Office to allow eligible ReadyTech shareholders an opportunity to acquire additional shares in ReadyTech.

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The SPP will not be underwritten. If the Open Office transaction takes place, the SPP would be conducted having regard to the likely timing for completion of the transaction (the actual timing of completion will depend on the timing to satisfy conditions precedent, including receiving Foreign Investment Review Board approval). However, ReadyTech may determine in its absolute discretion to withdraw the SPP or to proceed with it irrespective of whether the Open Office transaction occurs.

If the SPP proceeds, eligible shareholders on the ReadyTech register at 7:00pm (Sydney time) on 5 November 2020 (Record Date)[1] , with a registered address in Australia or New Zealand will have the opportunity to subscribe for up to $10,000 worth of ReadyTech shares through the SPP, subject to eligibility criteria and other terms and conditions of the SPP which will be set out in the SPP booklet and despatched to eligible shareholders if the SPP proceeds.

The intention of the SPP would be to give a participation opportunity to retail shareholders on the register around the time of the Placement. Shares issued under the SPP will rank equally with existing shares of ReadyTech.

ReadyTech is aiming to raise approximately $4 million under the SPP if it proceeds. ReadyTech may decide to accept applications (in whole or in part) that result in the SPP raising more or less than $4 million in its absolute discretion. If a scale back is applied, this means that an eligible shareholder may be allocated fewer ReadyTech shares than they apply for under the SPP. If ReadyTech decides to conduct any scale back, it will apply the scale back having regard to the size of the existing shareholdings of the applicants as at the Record Date.

New Shares under the SPP are to be issued at the lower of the price paid by investors under the Placement, and a 1% discount to the 5‐day VWAP of ReadyTech shares up to the SPP closing date[2] .

There is no certainty that the SPP will proceed.

Additional Information

Further details of the Placement and the SPP are set out in the Investor Presentation provided to the ASX on Friday, 6 November 2020.

For and on behalf of the Board.

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Tony Faure Chair

This announcement has been approved by the Chair.

For more information please contact:

Investors Media Ronn Bechler Tristan Everett Market Eye Market Eye P: +61 400 009 774 P: +61 403 789 096 E: ronn.bechler@marketeye.com.au E: tristan.everett@marketeye.com.au

1 This Record Date is subject to ASX approval.

2 Subject to the ASX listing rules, including any minimum price required by the ASX listing rules.

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