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STEADFAST GROUP LIMITED Capital/Financing Update 2018

Jan 24, 2018

65758_rns_2018-01-24_4599012b-e6b9-4ffd-ab75-c4d3a6eb23f5.pdf

Capital/Financing Update

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25 January 2018

The Manager Market Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Completion of SPP, Appendices 3B & 3Y

The Share Purchase Plan (SPP) announced on 11 December 2017 has now closed, raising a total of $7,762,147. All eligible shareholders who applied for the SPP will receive their full allocation of new ordinary shares in Steadfast which will be issued at a price of $2.75 per share and allotted on Thursday, 25 January 2018. Holding statements and confirmation advices are expected to be mailed to participating Steadfast shareholders by Tuesday, 30 January 2018.

Appendices 3B and 3Y pertaining to the SPP are attached.

Yours faithfully

Linda Ellis Group Company Secretary & Corporate Counsel

Steadfast Group Limited ABN: 98 073 659 677 ACN: 073 659 677 Level 4, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

STRENGTH WHEN YOU NEED IT

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

Steadfast Group Limited (Steadfast Group)

ABN

98 073 659 677

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 (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)

2,822,599 Shares issued pursuant to a Share Purchase Plan (SPP) as detailed in the ASX announcement on 11 December 2017.

Fully paid ordinary shares ranking equally with all other fully paid ordinary shares.

+ See chapter 19 for defined terms.

4 Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities? Yes.
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
5 Issue price or consideration $2.75per Share.
The issue price is the lesser of:$2.83 per New Share, being the
price at which shares were issuedunder the placement per our letter of5 December 2017 (Placement); and
the price that is a 1% discount tothe volume weighted average price(VWAP) of Shares traded on the ASX
over the 5 trading days up to, and
including, the day on which the SPPclosed (on Monday, 22 January 2018)(rounded down to the nearest cent).
6 Purpose of the issue Pursuant tothe announcement lodgedwith
(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) ASX on 11 December 2017. Proceeds from theSPP will provide funds for future growth.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

  • 6b The date the security holder resolution under rule 7.1A was passed
  • 6c Number of +securities issued without security holder approval under rule 7.1
  • 6d Number of +securities issued with security holder approval under rule 7.1A
  • 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

N/A.

No.

N/A.

N/A.

N/A.

N/A.

N/A.

N/A.

N/A.

7 +Issue dates Thursday, 25 January 2018.
Note: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date for apro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.
Number +Class
8 +classNumberandofall After completion of Fully paid ordinary
+securitiesquotedonASX
+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable) After completion ofthe SPPthere will be790,035,955Shareson issue. Fully paid ordinaryShares.
  • 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
  • Number +Class N/A
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Rank equally with all existing fully paid ordinary shares.

Part 2 - Pro rata issue

11 Issecurityholderapprovalrequired? N/A.
12 Is the issue renounceable or nonrenounceable? N/A.
13 Ratio in which the +securitieswill be offered N/A.
14 +Class of +securities to which theoffer relates N/A.
15 +Recorddatetodetermineentitlements N/A.
16 Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? N/A.
in relation to fractions
18 Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments N/A.
Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19 Closingdateforreceiptofacceptances or renunciations N/A.
20 Names of any underwriters N/A.
21 Amount of any underwriting feeor commission N/A.
22 Names of any brokers to theissue N/A.
23 Fee or commission payable to thebroker to the issue N/A.
24 Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders N/A.
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 N/A.
27 If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders N/A.
28 Date rights trading will begin (ifapplicable) N/A.
17 Policy for deciding entitlements N/A.
in relation to fractions
  • See chapter 19 for defined terms.
29 Date rights trading will end (ifapplicable) N/A.
30 How do security holders selltheir entitlements in full througha broker? N/A.
31 How do security holders sell partof their entitlements through abrokerandacceptforthebalance? N/A.
32 How do security holders disposeof their entitlements (except bysale through a broker)? N/A.

Part 3 - Quotation of securities

33 +Issue date N/A.

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

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held 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 categories 1 - 1,000 1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 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 which+quotation is sought N/A.
39 +Class of +securities for whichquotation is sought N/A.
40 Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? N/A.
If the additional +securities do notrank 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 quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security) N/A.
42 +classNumberandofall+securitiesquotedonASX(including the +securities in clause38) NumberN/A. +ClassN/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.

(Director/Company secretary) Print name: ......................................................... Linda Ellis 25 January 2018

Sign here: ............................................................ Date: .........................

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Steadfast Group Limited
ABN 98 073 659 677

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Francis Michael O'Halloran, AM
Date of last notice 22 March 2017

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest. Customary power to acquire or dispose inrelation to the following holdings:
FrancisMichaelO'HalloranandRosemary Anne O'Halloran as trustees forthe FM & RA O'Halloran SuperannuationFund
Francis Michael O'Halloran
Rosemary Anne O'Halloran
Narollaho Nominees Pty Ltd as trustee forthe O'Halloran Family Trust
Date of change 25 January 2018

+ See chapter 19 for defined terms.

No. of securities held prior to change FrancisMichaelO'HalloranandRosemary Anne O'Halloran as trustees forthe FM & RA O'Halloran SuperannuationFund –300,000Francis Michael O'Halloran –695,652Ordinary SharesRosemaryAnneO'Halloran–156,522Ordinary SharesNarollaho Nominees Pty Ltd as trustee forthe O'Halloran Family Trust –345,652Ordinary Shares
Class Ordinary
Number acquired 21,820
Number disposed n/a
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation $60,000($2.75per share)
No. of securities held after change FrancisMichaelO'HalloranandRosemary Anne O'Halloran as trustees forthe FM & RA O'Halloran SuperannuationFund –305,455FrancisMichaelO'Halloran–701,107Ordinary SharesRosemaryAnneO'Halloran–161,977Ordinary SharesNarollaho Nominees Pty Ltd as trustee forthe O'Halloran Family Trust –351,107
Ordinary Shares
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back Share purchase plan

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

+ See chapter 19 for defined terms.

Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed No
above traded during a +closed periodwhere prior written
clearance was required?
If so, was prior written clearance provided to allow the trade
to proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

+ See chapter 19 for defined terms.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Steadfast Group Limited
ABN 98 073 659 677

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director David Paul Liddy, AM
Date of last notice 25 February 2016

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest. Customary power to acquire or dispose inrelation to the following holdings:
Invia Custodian Pty Ltd –Liddy Family
Super Fund Account
Date of change 25 January 2018
No. of securities held prior to change Invia Custodian Pty Ltd –Liddy FamilySuper Fund Account –250,000
Class Ordinary
Number acquired 5,455
Number disposed n/a
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation $15,000($2.75pershare)
No. of securities held after change Invia Custodian Pty Ltd –Liddy FamilySuper Fund Account –255,455

+ See chapter 19 for defined terms.

Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back Sharepurchaseplan

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed No
above traded during a +closed periodwhere prior written
clearance was required?
If so, was prior written clearance provided to allow the trade
to proceed during this period?
If prior written clearance was provided, onwhat date was this
provided?

+ See chapter 19 for defined terms.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Steadfast Group Limited
ABN 98 073 659 677

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Anne Bernadette O'Driscoll
Date of last notice 17 March 2015

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest. Customary power to acquire or dispose inrelation to the following holdings:
AJECHoldingsPtyLimitedatf AJECFamily Trust
Date of change 25 January 2018
No. of securities held prior to change AJECHoldingsPtyLimitedatf AJECFamily Trust –163,043
Class Ordinary
Number acquired 5,455
Number disposed n/a
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation $15,000($2.75pershare)
No. of securities held after change AJECHoldingsPtyLimitedatf AJECFamily Trust –168,498

+ See chapter 19 for defined terms.

Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back Sharepurchaseplan

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed No
above traded during a +closed periodwhere prior written
clearance was required?
If so, was prior written clearance provided to allow the trade
to proceed during this period?
If prior written clearance was provided, on what date was this
provided?

+ See chapter 19 for defined terms.