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SERVICE STREAM LIMITED Capital/Financing Update 2014

Mar 25, 2014

65865_rns_2014-03-25_8a6214dc-7a3a-4f3c-bba0-73ef83496a27.pdf

Capital/Financing Update

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ASX & Media Release

26 March 2014

Letter to Shareholders regarding non-renounceable rights issue

Attached is a copy of the letter sent to shareholders in connection with Service Stream Limited’s fully underwritten non-renounceable rights issue.

A printed copy of the letter was sent to all shareholders today.

For further details contact:

Service Stream Limited

Jessica Lyons, Company Secretary Tel: +61 3 9677 8817

About Service Stream Limited:

Service Stream is a public company listed on the Australian Securities Exchange (Code: SSM) with annual revenue in excess of $500 million. The Service Stream Group is a provider of essential network services to the telecommunications, energy and water industries. Service Stream operates out of more than 40 locations nationwide and maintains a workforce of around 3,000 employees and contractors. For more information please visit www.servicestream.com.au.

SERVICE STREAM LIMITED ABN 46 072 369 870

HEAD OFFICE Level 4, 357 Collins Street, Melbourne Vic 3000 | Mailing Address: PO Box 14570 Melbourne VIC 8001 T +61 3 9677 8888 | F +61 3 9677 8877 | E [email protected] | www.servicestream.com.au

ABN 46 072 369 870

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T 000001 000 SSM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

26 March 2014

Dear Shareholder

Capital Raising to raise up to approximately $20.05 million

On 24 January 2014, Service Stream Limited ( Service Stream ) announced a fully underwritten Capital Raising of $20.05 million comprising:

  • a Placement of fully paid ordinary shares ( Shares ) to certain sophisticated and professional investors; and

  • a non-renounceable Rights Issue to shareholders with an Australian or New Zealand registered address.

Shareholders approved the Capital Raising at an extraordinary general meeting held on 19 March 2014.

The Placement component of the Capital Raising was completed on 24 March 2014. Shares issued under the Placement are eligible to participate in the Rights Issue.

The record date for the Rights Issue is 7.00pm (Melbourne time) on Wednesday, 2 April 2014. The Rights Issue is open to shareholders at the record date whose registered address is in Australia or New Zealand. The Rights Issue is expected to complete on Thursday, 1 May 2014 and new Shares issued under the Rights Issue are expected to commence trading on ASX on Friday, 2 May 2014.

Service Stream shares will trade on ASX on an “ex” basis on Thursday, 27 March 2014.

Details of the Rights Issue are set out in a prospectus lodged with the Australian Securities and Investments Commission and ASX on Monday, 24 March 2014 ( Prospectus ). A copy of the Prospectus is available on ASX’s website (www.asx.com.au) and Service Stream’s website (www.servicestream.com.au).

Eligible shareholders will be mailed a copy of the Prospectus, together with a personalised Entitlement and Acceptance Form, on Friday, 4 April 2014.

Service Stream will use the proceeds of the Capital Raising to accelerate its return to a more sustainable financial position, with lower levels of net debt. Importantly, this will provide additional flexibility for Service Stream to pursue growth opportunities.

Service Stream will issue approximately 59.4 million Shares under the Rights Issue and will have approximately 386.4 million Shares on issue on completion of the Rights Issue.

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Key Information regarding the Rights Issue

The Rights Issue is non-renounceable, made on a two for eleven basis, will raise $10.7 million (before costs) and is being offered at $0.18 per new Share. This represents an 8.6% discount to the 30 day VWAP of $0.197 per Share, calculated on the date the Capital Raising was announced (24 January 2014).

The Rights Issue is a non-renounceable offer, which means that entitlements are not transferable or tradeable on ASX. Entitlements not taken up will lapse and no value will be received for them. Shares issued under the Rights Issue will rank equally with existing Shares for dividends and in all other respects. Fractional entitlements to new Shares will be rounded up to the nearest whole number of Shares.

The Rights Issue is fully underwritten by Wilson HTM Corporate Finance Ltd.

Thorney International Pty Ltd (holding 20.1% of Service Stream) and Thorney Opportunities Ltd (holding 8.3% of Service Stream) have agreed to apply for their full entitlement under the Rights Issue. The Rights Issue is sub-underwritten by Thorney International Pty Ltd (as to $1.6 million) and Thorney Opportunities Ltd (as to $4.9 million), and certain other sophisticated investors. Thorney International Pty Ltd and Thorney Opportunities Ltd will hold a ’common’ voting power of between 28.4% and 37.8% of Service Stream after completion of the Rights Issue.

Shareholders may apply for new Shares in addition to their entitlement under the Rights Issue. Any shortfall under the Rights Issue will first be satisfied by allocations made by the Board at its discretion pursuant to any over-subscriptions, and then under the underwriting and sub-underwriting arrangements.

Actions required by shareholders

Shareholders who are entered on Service Stream’s register at 7pm (Melbourne time) on the record date of Wednesday, 2 April 2014 and who have a registered address in Australia or New Zealand are eligible to participate in the Rights Issue. The Rights Issue is not being extended to any shareholder with a registered address outside Australia or New Zealand. Service Stream has determined that making the Rights Issue offer to shareholders with a registered address outside Australia or New Zealand is not reasonable in the circumstances, taking into account the small number of shareholders outside Australia and New Zealand and the value of new Shares that would have been offered to those shareholders.

Eligible shareholders may do any of the following:

  • take up your full entitlement under the Rights Issue;

  • take up your full entitlement under the Rights Issue and subscribe for additional new Shares in excess of your entitlement;

  • partially take up your entitlement; or

  • decline to take up your entitlement by taking no action.

If you an eligible shareholder and wish to take up your full entitlement, take up your full entitlement and subscribe for additional new Shares or take up part of your entitlement, you will either need to complete and return the slip attached to your personalised Entitlement and Acceptance Form accompanying the Prospectus, together with your payment for the new Shares you wish to subscribe for, or make payment using BPAY. If you use BPAY you do not need to return the slip attached to your personalised Entitlement and Acceptance Form.

If you do not wish to take up any of your entitlement you do not need to take any action. Your entitlement will lapse and you will not receive any value for it.

Please refer to section 5 of the Prospectus for further details.

The Rights Issue opens on Friday, 4 April 2014 and closes on Tuesday, 22 April 2014.

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Timetable

The Rights Issue timetable is set out below.

Key Dates
Prospectus Lodgement Date Monday, 24 March 2014
Record Date for the Offer Wednesday, 2 April 2014
Dispatch Offer documents to Eligible Shareholders Friday, 4 April 2014
Offer opens Friday, 4 April 2014
Offer closes Tuesday, 22 April 2014
Shortfall announced to ASX Monday, 28 April 2014
Issue of New Shares under the Offer Thursday, 1 May 2014
New Shares commence trading on ASX Friday, 2 May 2014

Applications for new Shares under the Rights Issue may only be made on the personalised Entitlement and Acceptance Form which accompanies the Prospectus, or by making payment using BPAY. Shareholders who are eligible to participate in the Rights Issue should read the Prospectus carefully.

For further information on the Rights Issue you should contact your professional adviser or call Computershare Investor Services Pty Ltd on either 1300 850 505 (within Australia) or +61 3 9415 5000 (outside Australia) at any time between 9.00am and 5.30pm (Melbourne time), Monday to Friday until the Rights Issue closing date.

Yours sincerely

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Peter Dempsey Chairman Service Stream Limited

About Service Stream Limited:

Service Stream is a public company listed on the Australian Securities Exchange (Code: SSM) with annual revenue in excess of $500 million. The Service Stream Group is a provider of essential network services to the telecommunications, energy and water industries. Service Stream operates out of more than 40 locations nationwide and maintains a workforce of around 3,000 employees and contractors. For more information please visit www.servicestream.com.au

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