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STEADFAST GROUP LIMITED Capital/Financing Update 2015

Feb 17, 2015

65758_rns_2015-02-17_442a8b30-3364-4dc7-aa40-540f11f3b039.pdf

Capital/Financing Update

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18 February 2015

Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Steadfast successfully completes Placement & Institutional Entitlement Offer

Please see attached.

Yours faithfully

Linka Ella

Linda Ellis Group Company Secretary & General Counsel

Steadfast Group Limited ABN: 98 073 659 677 ACN: 073 659 677Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

STRENGTH WHEN YOU NEED IT

MARKET RELEASE

18 February 2015

Steadfast successfully completes Placement and Institutional Entitlement Offer

  • Placement and Institutional Entitlement Offer raised approximately $186 million with strong support from both existing shareholders and new investors
  • Retail Entitlement Offer will open on Monday, 23 February 2015 to raise approximately $\bullet$ $114 million

Steadfast Group Limited ("Steadfast") (ASX: SDF) is pleased to announce the successful completion of an $89 million placement to institutional investors ("Placement") and the $97 million institutional component of the one for three accelerated pro rata non-renounceable entitlement offer ("Institutional Entitlement Offer", and together with the Placement, the "Institutional Offer").

The Institutional Entitlement Offer attracted very strong demand, with a take-up rate of approximately 96% from existing institutional investors. The Institutional Entitlement Offer shortfall and the Placement closed significantly oversubscribed with broad support from both existing and new domestic and international investors.

Commenting on the outcome of the Institutional Offer, Robert Kelly, Managing Director & CEO of Steadfast said, "We thank our existing institutional investors for their ongoing support, and we are delighted to welcome a number of new institutional investors to the share register. The funds raised will be used primarily for acquisitions expected to deliver further cash EPS accretion of 10% on a full year basis on the increased share capital on issue, in line with our commitment to continue delivering EPS growth for our shareholders."

New shares subscribed for under the Institutional Offer ("New Shares") are expected to be settled on Wednesday, 25 February 2015 and commence trading on the ASX on Thursday, 26 February 2015. New Shares will not be eligible for the interim dividend as they will be issued after the dividend record date.

As announced on Monday, 16 February 2015, the Placement and the accelerated pro rata nonrenounceable entitlement offer ("Entitlement Offer"), (together the "Equity Raising") is fully underwritten and will raise approximately $300 million.

Steadfast expects today, that its trading halt will be lifted and for its shares to recommence trading on an ex entitlement basis.

Retail Entitlement Offer

The retail component of the Entitlement Offer ("Retail Entitlement Offer"), which is expected to raise approximately $114 million, will open on Monday, 23 February 2015 and close at 5.00pm (AEDT) on Wednesday, 4 March 2015.

Eligible retail shareholders will be able to subscribe for one new share for every three existing Steadfast shares held at 7.00pm (AEDT) on Thursday, 19 February 2015 ("Record Date") and may also apply for additional New Shares in excess of their entitlement up to a maximum of 50% of their entitlement, at the same Offer Price as the Institutional Offer, being $1.26 per New Share. Steadfast retains the flexibility to scale back applications for additional New Shares at its discretion.

In deciding whether or not to participate in the Retail Entitlement Offer, eligible retail shareholders should carefully read the retail offer booklet ("Information Booklet"), which is to be lodged with the ASX today (in advance of the dispatch date), and then dispatched to eligible retail shareholders

on or around Monday, 23 February 2015. The Information Booklet and accompanying personalised Entitlement and Acceptance Form will contain instructions on how to apply.

Key dates for the Retail Entitlement Offer are provided at the end of this announcement.

Shareholder enquiries

Retail shareholders who have questions in relation to the Retail Entitlement Offer should call the Steadfast Offer Information Line on 1800 810 827 (within Australia) or +61 1800 810 827 (outside Australia) from 8.30am to 5.30pm (AEDT) Monday to Friday.

Further information in relation to the equity raising for acquisitions described in this announcement can be found in the market release and investor presentation lodged with the ASX on Monday, 16 February 2015.

For more information, please contact:

Robert Kelly Steadfast Group Limited Managing Director & CEO +61 2 9495 6535

Vanessa Beresford Steadfast Group Limited Investor Relations Manager +61 2 9495 6582 [email protected]

Key Dates for the Entitlement Offer

Activity Date
Announcement of the Equity Raising Monday, 16 February 2015
Lodgement of information Booklet with ASX Wednesday, 18 February 2015
Record Date for Entitlement Offer (7.00pm AEDT) Thursday, 19 February 2015
Information Booklet and Entitlement and Acceptance Form dispatched Monday, 23 February 2015
Retail Entitlement Offer opens Monday, 23 February 2015
Settlement of New Shares under the Institutional Offer Wednesday, 25 February 2015
New Shares issued under the Institutional Entitlement Offer andPlacement commence trading on a normal basis Thursday, 26 February 2015
Closing date for acceptances under Retail Entitlement Offer (5.00pmAEDT) Wednesday, 4 March 2015
Allotment of New Shares issued under the Retail Entitlement Offer Wednesday, 11 March 2015
Normal ASX trading for New Shares issued under the Retail EntitlementOffer commences Thursday, 12 March 2015
Dispatch of holding statements Friday, 13 March 2015

Important information

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This release may not be distributed or released in the United States. This release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of new Steadfast shares in any jurisdiction outside Australia. In particular, the new shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, to persons in the United States or persons who are acting for the account or benefit of persons in the United States, unless they have been registered under the Securities Act (which Steadfast has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.