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RENT.COM.AU LIMITED Capital/Financing Update 2015

Jun 18, 2015

65722_rns_2015-06-18_5a90770f-3bcb-4666-9940-0bae50e6d62b.pdf

Capital/Financing Update

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COMPLETION OF THE ACQUISITION OF RENT.COM.AU PTY LTD AND RE‐COMPLIANCE DISCLOSURES

Completion of the Acquisition of RENT

The Company is pleased to confirm the satisfaction of all conditions precedent and that completion of the acquisition by the Company of 100% of the issued capital of Rent.com.au Pty Limited ( RENT ) pursuant to the Long Form Share Sale Agreement and the Short Form Share Sale Agreements and the issue of the following Consideration Securities to the RENT vendors has occurred:

  • 53,049,895 fully paid ordinary shares ( Shares ); and

  • 24,482,313 Performance Shares, comprising 8,160,771 Class A Performance Shares, 8,160,771 Class B Performance Shares and 8,160,771 Class C Performance Shares.

The Consideration Securities are subject to applicable restrictions as outlined below.

Change of Company Name and ASX code

Select Exploration Limited has changed its name to Rent.com.au Limited (effective 15 June 2015) as approved by shareholders at the Company’s annual general meeting on 20 May 2015.

The Company will be reinstated under the ASX code “RNT”.

Capital Structure

The Company confirms the issue of the following securities:

  • 25,000,000 Shares at an issue price of $0.20 per Share pursuant to the Public Offer described in the Company’s Prospectus dated 7 April 2015 ( Prospectus );

  • 33,460,000 unlisted Employee Options and 12,335,436 Performance Rights pursuant to the Employee Offer described in the Prospectus; and

  • 7,000,000 unlisted Advisor Options ($0.30, 5 years)

Following completion of the consolidation of capital announced on 2 June 2015 and the issue of all securities under the Prospectus, the capital structure of the Company is as follows:

Total
Shares 87,799,174
Options
‐ Listed ExistingOptions($11.67,30 Sept 2015) 823,540
‐ Unlisted ExistingOptions($12.00,30 June 2016) 115,507
‐ Advisor Options($0.30,5years from reinstatement) 7,000,000
‐ Employee Options($0.25‐$0.30,5years fromgrant) 33,460,000
Performance Shares 24,482,313
Performance Rights 12,335,436
Note 1: The full terms and conditions of these securities are outlined in the Company’s Prospectus lodged withASX on 7 April 2015 and will be included in the re‐compliance documentation lodged with ASX.

Escrowed Securities

The following securities are subject to ASX escrow restrictions and holding locks have been placed over these securities.

Escrow 12 months fromdate of issue 24 months fromdate ofreinstatement Total
Shares 11,847,353 11,847,353
Advisor Options($0.30,expiry5years) 7,000,000 7,000,000
Employee Options(various terms) 31,050,000 31,050,000
Performance Shares 10,009,606 14,472,707 24,482,313
Performance Rights 10,924,302 10,924,302

The Performance Shares, Employee Options and Performance Rights are issued in various tranches dependent upon the satisfaction of performance hurdles. The breakdown of the escrow applied to each class/tranche securities is as follows

Escrow 12 months fromdate of issue 24 months fromdate ofreinstatement Total
Performance Shares
‐ Class A Performance Shares 4,227,602 3,933,169 8,160,771
‐ Class B Performance Shares 3,805,516 4,355,255 8,160,771
‐ Class C Performance Shares 1,976,488 6,184,283 8,160,771
Total 10,009,606 14,472,707 24,482,313
Employee Options
‐ Tranche 1 Employee Options 10,000,000 10,000,000
‐ Tranche 2 Employee Options 4,500,000 4,500,000
‐ Tranche 3 Employee Options 4,500,000 4,500,000
‐ Tranche 4 Employee Options 4,016,668 4,016,668
‐ Tranche 5 Employee Options 4,016,666 4,016,666
‐ Tranche 6 Employee Options 4,016,666 4,016,666
Total 31,050,000 31,050,000
Performance Rights
‐ Tranche 1 Performance Rights 2,228,253 2,228,253
‐ Tranche 2 Performance Rights 2,228,253 2,228,253
‐ Tranche 3 Performance Rights 2,228,253 2,228,253
‐ Tranche 4 Performance Rights 1,413,181 1,413,181
‐ Tranche 5 Performance Rights 1,413,181 1,413,181
‐ Tranche 6 Performance Rights 1,413,181 1,413,181
Total 10,924,302 10,924,302

Confirmation of compliance with Listing Rules

The Company confirms that it is in compliance with the ASX Listing Rules including Listing Rule 3.1.