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SHINE JUSTICE LTD Capital/Financing Update 2014

Jun 11, 2014

65787_rns_2014-06-11_deb28078-80e6-43b4-b8a9-bb891f8b00b7.pdf

Capital/Financing Update

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Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Shine Corporate Ltd

ABN

93 162 817 905

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Approximately 15,500,000 new fully paid ordinary shares (New Shares) to be issued under the pro-rata renounceable entitlement offer (Entitlement Offer) described in the announcement and investor presentation lodged with ASX on 12 June 2014.

Same terms as existing fully paid ordinary shares

4 Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment Yes
5 Issue price or consideration $1.90per New Share
6 Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) The net proceeds of the Entitlement Offerwill beapplied principally to fund theupfront cashcomponent of theCompany's acquisitions ofStephen Browne Personal Injury Lawyers andEmanate Legal.
6a Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i No
6b The date the security holderresolution under rule 7.1A waspassed N/A
6c Number of +securities issuedwithout security holder approvalunder rule 7.1 N/A
6d Number of +securities issuedwith security holder approvalunder rule 7.1A N/A

+ See chapter 19 for defined terms.

  • 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
  • 6f Number of +securities issued under an exception in rule 7.2
  • 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
  • 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
  • 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
  • 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

+Class After the completion of the Fully paid

N/A

N/A. Annexure 1 is not required and has been omitted

11 July 2014

After the completion of the Fully paid
Entitlement Offerthere will be ordinary shares
approximately170,500,000
fully paid ordinary shares on
issue (based on the number of
fully paid ordinary shares on
issue at the date of this
Appendix 3B and the
maximum number of New
Shares to be issued under the
Entitlement Offer, subject to
the effects of rounding)

N/A

N/A

N/A

  • 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Number +Class
N/A N/A

No change

Part 2 - Pro rata issue

11 Issecurityholderapprovalrequired? No
12 Is the issue renounceable or nonrenounceable? Renounceable
13 Ratio in which the +securitieswill be offered 1New Shares for every 10existing fully paidordinary shares held on the record date
14 +Class of +securities to which theoffer relates Fully paid ordinary shares
15 +Recorddatetodetermineentitlements 7:00pm (AEST) on 18 June 2014
16 Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? No
17 Policy for deciding entitlementsin relation to fractions Where fractions arise in the calculating ofentitlements, they will be rounded upto thenext whole number of New Shares
18 Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments Allcountries other than Australia andNewZealand.
Note: Security holders must be told how theirentitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closingdateforreceiptofacceptances or renunciations 5.00 pm 4 July 2014

+ See chapter 19 for defined terms.

20 Names of any underwriters Morgans Corporate Limited
21 Amount of any underwriting feeor commission An underwriting fee of up to 2.25% of thegross proceeds of the Entitlement Offer and amanagement fee of 0.5% of the gross proceedsof the Entitlement Offer(excluding GST)
22 Names of any brokers to theissue N/A
23 Fee or commission payable tothe broker to the issue N/A
24 Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders A handling fee of 1.00% of the applicationamount (plus GST) of new shares (subject to amaximum handling fee of $250 perapplication) under the Entitlement Offer willbe paid by the Company to stockbrokers(being those entities being recognised as fullservice brokers or non-advisory brokers by theASX) who submit a valid claim for a BrokerHandling Fee on successful applications underthe Entitlement Offer.
25 If the issue is contingent onsecurity holders' approval, thedate of the meeting N/A
26 Date entitlement and acceptanceform and offer documents will besent to persons entitled The offer will be made without disclosure toinvestors and under a cleansing notice inaccordance with section708AA CorporationsAct. AnInformation Booklet and entitlementand acceptance form will be lodged with ASXand mailed to eligible shareholders on or about19 June2014.
27 If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders N/A
28 Date rights trading will begin (ifapplicable) 16 June 2014
29 Date rights trading will end (ifapplicable) 27June 2014
30 How do security holders selltheir entitlements in full througha broker? Shareholders who wish to sell theirEntitlements in full must instruct a stockbrokerpersonally and provide them with thenecessary details as provided in theEntitlement and Acceptance form, allowingsufficient time for instructions to be carried outby the stockbroker.
31 How do security holders sell partof their entitlements through abrokerandacceptforthebalance? Shareholders who wish to sell part of theirEntitlementsand accept the balance mustcontact their stockbroker as soon as possibleand forward the Entitlement & Acceptanceform to the share registry for processing,together with payment for the part of theEntitlementsthat they wish to accept.
32 How do security holders disposeof their entitlements (except bysale through a broker)? Shareholders are to obtain a StandardRenunciationForm from the share registry(Link Market Services) or stockbroker, provideit to the transferee to complete and deliver thecompleted Standard Renunciation Form andtransferee's cheque for the amount due to theshare registry.
33 +Issue date 11July 2014

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of +securities (tick one)
  • (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

+ See chapter 19 for defined terms.

35 If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of +securities for whichN/A+quotation is sought
39 +Class of +securities for whichN/Aquotation is sought
40 Do the +securities rank equally inN/Aall respects from the +issue datewith an existing +class of quoted+securities?
If the additional +securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41 Reason for request for quotationN/AnowExample: In the case of restricted securities, endof restriction period
(if issued upon conversion ofanother +security, clearly identifythat other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number +Class
N/A N/A

+ See chapter 19 for defined terms.

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • 2 We warrant the following to ASX.
    • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
    • There is no reason why those +securities should not be granted +quotation.
    • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ………………………………………………………Date: 12 June 2014

(Company secretary)

Print name: John George

== == == == ==

+ See chapter 19 for defined terms.