SCHOOLBLAZER LIMITED — Capital/Financing Update 2020

Mar 4, 2020

Proposed issue of securities

Announcement Summary

Entity name
HGL LIMITED

Announcement Type
New announcement

Date of this announcement
Thursday March 5, 2020

The Proposed issue is:
☑ A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +Security Code	+Security Description	Maximum Number of +securities to be issued
HNG	ORDINARY FULLY PAID	15,537,397

Ex date
Monday March 9, 2020

+Record date
Tuesday March 10, 2020

Offer closing date
Tuesday March 24, 2020

Issue date
Tuesday March 31, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

HGL LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

25009657961

1.3 ASX issuer code

HNG

1.4 The announcement is

☑ New announcement

1.5 Date of this announcement

Thursday March 5, 2020

1.6 The Proposed issue is:

☑ A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

☑ + Non-renounceable

Proposed issue of securities

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Proposed issue of securities

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?
- +Security holder approval
- Court approval
- Lodgement of court order with +ASIC
- ACCC approval
- FIRB approval
- Another approval/condition external to the entity
☑ No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description
HNG : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?
☑ Existing class

Will the proposed issue of this +security include an offer of attaching +securities?
☑ No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?
☑ No

Details of +securities proposed to be issued

ASX +Security Code and Description
HNG : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities to be issued	For a given quantity of +securities held
1	4

Proposed issue of securities

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Proposed issue of securities

What will be done with fractional entitlements?
Maximum Number of +securities proposed to be issued
Fractions rounded up to the next whole number
15,537,397

Purpose of the issue

The proceeds will be used to repay shareholder loans and also to replenish general working capital.

Offer price details for retail security holders

Issue Currency	Offer Price per +security	Estimated or Actual?
AUD - Australian Dollar	AUD 0.25000	☑ Actual

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe?
☑ Yes

Provide the oversubscription details

Eligible Securityholders may apply for Additional New Shares above their pro rata Entitlements. Additional New Shares will only be issued out of any Entitlements which have not been taken up under the Entitlement Offer

May a scale back be applied to this event?
☑ Yes

Provide the scale back details

The Directors reserve the right to scale back any application for Additional New Shares above a securityholder's pro rata Entitlement in their absolute discretion

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
☑ Yes

Part 3C - Timetable

3C.1 +Record date
Tuesday March 10, 2020

3C.2 Ex date
Monday March 9, 2020

3C.4 Record date
Tuesday March 10, 2020

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Proposed issue of securities

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Friday March 13, 2020

3C.6 Offer closing date

Tuesday March 24, 2020

3C.7 Last day to extend the offer closing date

Thursday March 19, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Wednesday March 25, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Friday March 27, 2020

3C.11 Issue date

Tuesday March 31, 2020

3C.12 Date trading starts on a normal T+2 basis

Wednesday April 1, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Friday April 3, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? ☐ No

3E.2 Is the proposed offer to be underwritten? ☐ Yes

3E.2a Who are the underwriter(s)?

Sery Pty Limited (ACN 008 392 989) (Sery)
Supervised Investments Australia Limited as Investment Manager of The Supervised Fund (ACN 125 580 305)(Supervised)
Ms I. Constable

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

53.04%

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Nil

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Proposed issue of securities

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
None

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer?
☑ Yes

3E.2e (i) What is the name of that party?
Sery Pty Limited (ACN 008 392 989) (Sery)
Supervised Investments Australia Limited as Investment Manager of The Supervised Fund (ACN 125 580 305)(Supervised)
Ms I. Constable

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?
Sery is underwriting in full the participation by all parties listed on the Sery Substantial Shareholder notice lodged with ASX on 17 January 2020.
Supervised and Ms I. Constable are underwriting in full the participation by all parties listed on the Constable Substantial Shareholder notice lodged with ASX on 7 January 2020.

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?
Nil

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?
☑ No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Legal costs standard for this type of issue

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue
The proceeds will be used to repay shareholder loans and also to replenish general working capital.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?
☑ No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful?
☑ No

3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue
France, Hong Kong, Indonesia, Israel, Mauritius, Singapore, United States of America

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities
☑ Yes

Proposed issue of securities

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Proposed issue of securities

3F.5a Please provide further details
Information for Nominees and Custodians is contained in the offer booklet. The Share Registry will communicate with Nominees and Custodians in due course

3F.6 URL on the entity's website where investors can download information about the proposed issue
https://HGLEntitlementOffer.thereachagency.com

3F.7 Any other information the entity wishes to provide about the proposed issue

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