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RENT.COM.AU LIMITED — Capital/Financing Update 2017
Mar 5, 2017
65722_rns_2017-03-05_3847a32e-1183-473b-87b1-5a2288d98a5b.pdf
Capital/Financing Update
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ASX Announcement

6 March 2017
UNMARKETABLE PARCEL SHARE SALE FACILITY
Rent.com.au Limited (ASX: RNT) ("RENT" or "the Company"), Australia's Number 1 website dedicated to rental property has established a Share Sale Facility for holders of Unmarketable Parcels of shares in the Company (Facility).
The ASX Listing Rules defines an "Unmarketable Parcel" as those with a market value of less than $500. As at market close on the 1 March 2017 (Record Date) an unmarketable parcel of shares in the Company is any shareholding of 5,882 ordinary shares or less, based on the closing price of $0.085 per share. This represents 968,525 ordinary shares of the Company, held by 1,831 shareholders (Sale Shares).
Holders of Unmarketable Parcels can either:
-
- Retain their shareholding by:
- a. Signing and returning the Share Sale Facility Form that was sent to them; or
- b. If they have multiple holdings, consolidate these under a single HIN/SRN such that the combined shareholding at the Closing Date of 21 April 2017 (Closing Date) is greater than $500; or
- c. Purchasing additional shares under the same HIN/SRN such that their shareholding at the Closing Date is greater than $500.
or
-
- Sell their shareholding by:
- a. No further action is necessary. If their shareholding at the Closing Date is less than $500, their shares will be sold and the proceeds sent to them.
The Company is providing the Facility so that holders of Unmarketable Parcels can sell their shares without incurring any brokerage or handling costs that could otherwise make a sale of their shares uneconomic and/or difficult. The Company will organise remittance of sale proceeds for those shareholders who participate in the Facility.
The Company values all of its shareholders, however by making this Facility available the Company expects to reduce the administrative costs associated with maintaining a large number of small holdings.
The Company has appointed an execution-only broker on behalf of shareholders to conduct any sales under this Facility and will endeavour to obtain the highest available price for the shares and there will no brokerage or handling costs payable by shareholders.
| Event | Date |
|---|---|
| Record Date for determining Unmarketable Parcels | 1 March 2017 |
| Announcement to ASX regarding Unmarketable Parcels | 6 March 2017 |
| Letters sent to shareholders holding Unmarketable Parcels | 6 March 2017 |
| Closing Date for receipt of Share Sale Facility Form | 21 April 2017 |
A summary of the key dates in relation to the Facility is as follows:
Attached is a copy of the letter sent to all shareholders holding an Unmarketable Parcel of the Company's shares as at the Record Date.
3 March 2017

Dear Shareholder
IMPORTANT NOTICE – INTENTION TO SELL SHARES OF LESS THAN MARKETABLE PARCEL
The Board of Directors of Rent.com.au Limited (Company) advises that the Company will commence the process for the sale of ordinary shares in the Company (shares) for holders who hold less than a marketable parcel (defined in the ASX Listing Rules as a parcel of securities of not less than $500) (Less Than Marketable Parcel) (Facility).
This offer applies to shareholders who at 7:00pm (AEST) on 1 March 2017 (Record Date) were holders of the Company's shares valued at less than $500. Based on the closing price of the Company's shares on ASX of $0.085 per share on the Record Date, a Less Than Marketable Parcel is any holding of 5,882 shares or less.
Our records show that you are the holder of a Less Than Marketable Parcel as at the Record Date and accordingly your shareholding falls within the scope of this Facility.
The Company is offering this Facility as it provides the following benefits:
- Holders of a Less Than Marketable Parcel can sell their shares without incurring any brokerage or handling costs which, in proportion to the value of their holding, may otherwise render a sale unattractive or uneconomical; and
- The Company's expenses and administration involved in maintaining shareholdings of a Less Than Marketable Parcel is reduced.
As at the Record Date, the Company has approximately 2,867 shareholders of which approximately 1,831 hold a Less Than Marketable Parcel of shares that in aggregate represent approximately 0.5% of all issued shares.
1. What You Need to Do
- A. If you wish to retain your shareholding in the Company, either:
- a) Purchase additional shares such that your shareholding at the Closing Date is greater than $500:
You will need to make your own arrangements outside this Facility to purchase additional shares so that you are the registered holder of shares valued at $500 or more at 5.00pm (AEST) on 21 April 2017 (Closing Date), which based on the closing price of the Company's shares on ASX of $0.085 per share on the Record Date is 5,883 shares. For a purchase to be an effective notification that you wish to retain your shares, any additional shares purchased must be registered by 5:00pm (AEST) on the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.
or
b) If you have multiple holdings, consolidate these under a single HIN/SRN:
You will need to contact the Company's share registry, Automic Registry Services on 1300 288 664 between the hours of 9.00am and 4.00pm (AEST) Monday to Friday and arrange for them to combine your multiple holdings under a single HIN/SRN such that the combined shareholding at 5.00pm (AEST) on the Closing Date is valued at $500 or more;
or
c) Sign and return the Share Sale Facility Form that was sent to you:
Correctly complete, sign and return the enclosed Share Sale Facility Form so that it is received by 5.00pm (AEST) on the Closing Date. Please read the instructions on your personalised Share Sale Facility Form carefully before completing it.
B. If you wish to sell your shareholding in the Company, no further action is required.
The Company is authorised under article 2.6 and Schedule 4 of its constitution to sell your shares following the Closing Date. Your shares will be pooled with other shares under this Facility and sold as soon as practicable after the Closing Date. Your shares will not be sold if the value of your shares has increased to $500 or more on the Closing Date.
2. Important information
If you have a Less Than Marketable Parcel as at the Closing Date, then unless you take one of the steps outlined in section 1A of this letter, the Company will be entitled to sell your shares under this Facility.
The Company has appointed an execution-only broker on behalf of shareholders to conduct any sales under this Facility. All costs associated with the sale of your shares will be borne by the Company. No brokerage will be payable by you.
The Company does not make any recommendation or provide any advice to you regarding whether to buy, sell or hold shares nor that this Facility is the best way to sell your shares in the Company. If you require advice as to whether to sell or retain your shares, please consult your legal, financial or taxation adviser.
Any tax consequences arising from the sale of your shares will be your responsibility.
The Company is not bound to sell any or all of the shares that may be available for it to sell under this Facility, and there is no guarantee that the Company will be able to sell your shares. Neither the Company nor any other person involved in the Facility shall be liable for failure to sell the shares or sell them at a particular price. The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. The price of the Company's shares is subject to change and an up-to-date price can be obtained from the ASX website set out below. The Company may sell your shares on market or in any other way it considers fair and reasonable in the circumstances. If the shares are sold on market the Company will endeavour to obtain the highest available price for the shares, however no guarantee as to the price can be given by the Company as the price will depend on several factors, including market conditions at the time. You will not have control over the time at which your shares are sold. The price you receive may be different from the price quoted by ASX on any day, may not be the best price on the days that your shares are sold and may be an average price per share based on the price obtained for all the shares sold under the Facility. If the Company sells your shares other than on market, the price will be the price that the Company has been able to negotiate with the acquirer or acquirers.
Australian residents will only be paid their sale proceeds in Australian dollars by direct credit to an account held with an Australian financial institution. You must complete and return the enclosed Share Sale Facility Form, including your direct credit of payments instruction in section C.
Non-resident holders who do not have an account with an Australian financial institution and Australian residents who do not return a Share Sale Facility Form will be paid in Australian dollars by cheque.
There is an option on the Share Sale Facility Form to choose to donate the proceeds of the sale of your shares to The Ladder Project Foundation (Ladder). Ladder is the official charity of the AFL Players' Association and is an independent not-for-profit organisation established to help young people aged 16 - 25 break the cycle of homelessness.
If your shares are held in a CHESS holding, the Company may, after the Closing Date, initiate a holding adjustment to move your shares to the issuer sponsored sub-register for the purpose of this Facility.
The Company reserves the right to vary, delay or terminate this Facility or change any of the dates referred to in this letter by notice to the ASX.
The Company will determine whether a shareholder has a Less Than Marketable Parcel as at the Closing Date.
Please also note that the Company will not sell your shares in the event that a third party announces a takeover offer for the Company. Consistent with its continuous disclosure obligations, the Company may release to the ASX information that may be material to a shareholder's decision as to whether they wish to retain their shares. This information will, if released, be available on the ASX website www.asx.com.au (ASX code "RNT") and on the Company's website http://www.investors.rent.com.au.
For further information about lodging your Share Sale Facility Form or the practical operation of the Facility, please contact the Company's share registry, Automic Registry Services on 1300 288 664 between the hours of 9.00am and 4.00pm (AEST) Monday to Friday.
Yours faithfully
Mr Jan Ferreira Company Secretary

rent
RENT.COM.AU LIMITED | ACN 062 063 692
<Registered Address Line 1> <Registered Address Line 2> <Registered Address Line 3> <Registered Address Line 4> <Registered Address Line 5> <Registered Address Line 6>
SHARE SALE FACILITY FORM
IMPORTANT NOTE: THIS FORM MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON 21 APRIL 2017
IMPORTANT: This is an important document and requires your immediate attention. This document should be read in conjunction with the enclosed shareholder letter. If you are in any doubt as to how to deal with this form, you should consult your professional advisor.
Δ PLEASE TICK THE BOX TO INDICATE YOU WISH TO RETAIN YOUR SHARES
B PLEASE TICK THE BOX TO REQUEST FOR PROCEEDS TO BE DONATED TO THE LADDER PROJECT FOUNDATION
C REQUEST FOR DIRECT CREDITING OF PAYMENTS - SELL YOUR SHARES
Note: Do not complete section C if you wish to retain your shares or donate your proceeds to The Ladder Project Foundation.
By completing your details below you are agreeing to the sale of your shares even if you tick one or both of the above boxes in section A or B.
| Provide your EFT details below, sign and return the form | ||||
|---|---|---|---|---|
| BSB Number | Account Number | DO NOT USE YOUR CARD NUMBERIf you are unsure of your account or BSB number, pleasecheck with your bank, building society or credit union. | ||
| Name in which account is held (eq: John Smith)Name of Australian bank or financial institution | ||||
| Name of branch or suburb or town | Type of account (eg: cheque, savings) |
D SIGN HERE - THIS SECTION MUST BE SIGNED FOR YOUR INSTRUCTION TO BE EXECUTED
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
| Individual or Security holder 1 | Security holder 2 | Security holder 3 |
|---|---|---|
| Sole Director or Sole Director &Sole Company Secretary | Director | Director/Company Secretary |
| CONTACT DETAILS | ||
| Please use details where we can contact you between the hours of 9:00am and 5:00pm should we need to contact you about your form. | ||
| Contact Name | Email Address | Telephone Number |
All Registry Communications to:
AUTOMIC
PO Box 2226, Strawberry Hills, NSW 2012 1300 288 664 (within Australia) $\Box$ +61 (0)2 9698 5414 (outside Australia) ran [email protected] www.automic.com.au
SHARES HELD: < number of shares>
SRN/HIN: << SRN/HIN >>

INSTRUCTIONS FOR COMPLETION OF THIS FORM
REGISTRATION DETAILS - NAME AND ADDRESS
SRN/HIN-this is your holder number for the purposes of identifying you on the Company register (see below for consolidation of holdings).
if your holding is on the CHESS subregister and you require any amendments to your registration details, then you must notify your sponsoring broker. ISSUER SPONSORED holders should contact our share registry Automic whose details are on the front of this form.
SHARES HELD - this is the number of shares you held at 7.00pm (AEST) on 01 March 2017.
CONSOLIDATION OF HOLDINGS
If you have more than one holding in the Rent.com.au Limited register, you should consider consolidating them. You can download a "Consolidation of Holdings" form by visiting https://automic.com.au/forms.html.
NOTE: If any of your holdings you wish to consolidate is held on the CHESS subregister, you must contact your sponsoring broker.
A RETENTION OF SHARES
If you wish to retain your shares, please place a tick in the box provided. Should you validly sign the form but fail to place a tick in the box, it will be at the Company's discretion as to whether or not it is your intention to retain your shares.
B DONATING YOUR SALE PROCEEDS TO CHARITY
If you wish to donate your share sale proceeds to the charity chosen by the company, please place a tick in the box provided.
C SELLING YOUR SHARES - REQUEST FOR DIRECT CREDITING OF PAYMENTS
If you wish to sell your shares, please provide your bank details in this section. Do not complete this section if you wish to retain your shares. If you provide your direct credit instruction details, you are agreeing to the sale of your shares even if you have placed a tick in Box A or B.
D SIGNING REQUIREMENTS
Individual: Where the holding is in one name, the Shareholder must sign. Where the holding is in more than one name, all of the Shareholders must sign. Joint holding: Power of Attorney: If any signatory signs under Power of Attorney, please attach an originally certified photocopy of the
Companies:
Power of Attorney to this Form when you return it. To be signed in accordance with your Constitution. Please sign in the box which indicates the office held
by you.
$E$ CONTACT DETAILS
Please enter an email address and/or contact number we may reach you on between the hours of 9:00am and 5:00pm. We may use this number to contact you regarding completion of this Form.
LODGING YOUR SHARE SALE FACILITY FORM
This form must be received at an address given below by 5.00pm (AEST) on 21
April 2017. BY EMAIL
Scan and email a copy of your form to [email protected]
BY FACSIMILE +61 2 8583 3040
BY MAIL
Rent.com.au Limited C/- Automic PO Box 2226 Strawberry Hills NSW 2012
BY HAND DELIVERY (Between Sydney office hours 9.00am - 5.00pm AEST) Automic Level 3 50 Holt Street Surry Hills, NSW 2010
YOUR SHARE SALE FACILITY FORM MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON 21 APRIL 2017