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STREAMPLAY STUDIO LIMITED Capital/Financing Update 2023

Feb 12, 2023

65841_rns_2023-02-12_d2d0be5c-1ffa-4e8d-90aa-c9ce46fa79d9.pdf

Capital/Financing Update

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ASX Release 13 February 2023

Unmarketable parcel share sale facility

Streamplay Studio Limited ("Streamplay" or the "Company") (ASX:SP8), a leading provider of competitive casual gaming and eSports technology, music streaming services, and telco value-added services, is pleased to advise that it has established an unmarketable parcel sale facility ("Facility") for shareholders who hold fully paid ordinary shares in the Company ("Shares") valued at less than $500 ("Unmarketable Parcel").

Based on the price of Shares at the close of trading on 9 February 2023 ("Record Date") of $0.011, a holding of less than 45,455 Shares constitutes an Unmarketable Parcel.

The Company is providing the Facility to enable holders of Unmarketable Parcels to sell their Shares without having to act through a broker or incurring any brokerage or handling costs that would otherwise make a sale of their shares uneconomic or difficult. The Company will pay all costs associated with the sale and transfer of Shares through the Facility (excluding any tax consequences of the sale, which will be the responsibility of relevant shareholders). The Company expects the sale of the Unmarketable Parcels through the Facility will also benefit the Company, as it is expected to help to reduce administrative costs, including printing and mailing costs and share registry expenses associated with maintaining a large number of Unmarketable Parcels.

In accordance with the Company's Constitution and the ASX Listing Rules, the attached letter and share retention form ("Share Retention Form") will be sent to all Shareholders who hold an Unmarketable Parcel on the Record Date.

Shareholders with Unmarketable Parcels wishing to take advantage of the Facility and have their Shares sold by the Company do not need to take any action. Shareholders who hold an Unmarketable Parcel and wish to retain their Shares must "opt-out" of the Facility by electing to retain online on the investor portal athttps://investor.automic.com.au/#/home or by returning their duly completed Share Retention Form to the Company's share registry, Automic ("Share Registry") in accordance with the instructions on the Share Retention Form, by no later than 5:00pm (AWST) on 29 March 2023 ("Closing Date"). Any shareholder who holds an Unmarketable Parcel and does not elect to retain online or return a duly completed Share Retention Form by the Closing Date will have their Shares sold through the Facility.

The Company may arrange for the sale of the Shares under the Facility by way of an on-market sale, or in any way they consider reasonable in the circumstances (e.g. off-market sale). The proceeds from the sale of the Shares will be remitted to participating Shareholders as soon as practicable following settlement of all Shares sold through the Facility.

Key dates

Event Date
Record Date for establishing holders of Unmarketable Parcels 9 February 2023
ASX announcement regarding the Facility 13 February 2023
Letter and Share Retention Form dispatched to Shareholdersholding an Unmarketable Parcel 14 February 2023
Closing Date for receipt of completed Share Retention Forms 29 March 2023

The Company reserves the right to change any of the dates referred to in this announcement or the enclosed letter and Share Retention Form, or to vary, cancel or delay the Facility or the sale of Shares at any time before Shares are sold, by making an announcement to ASX.

The Company has the ability to establish the Facility and facilitate the sale of Unmarketable Parcels under clause 3.1 of its Constitution and rule 15.13 of the ASX Listing Rules.

The Company does not provide any recommendation or advice as to whether Shareholders holding an Unmarketable Parcel should sell or retain their Shares.

If you have any questions about the operation of the Facility, please contact the Company on +61 2 9680 8777.

Attached to this announcement is the letter sent to eligible shareholders.

For further information:

Investor relations:

E: [email protected] P: +61 2 9680 8777

About Streamplay Studio

Streamplay Studio Limited (ASX:SP8) is a leading provider of competitive casual gaming and eSports technology, music streaming services, and telco value-added services. The company offers a diverse range of entertainment solutions for its users, including the ability to stream and play games, music, and access various telco services all in one place. Streamplay continues to innovate and expand its offerings to meet the ever-changing needs of its partners and customers.

More information: www.Streamplay.studio

ASX release authorised by the Board of Directors of Streamplay Studio Limited

14 February 2023

Dear Shareholder,

Streamplay Studio Limited – Sale of Unmarketable Parcels of Shares Facility

Streamplay Studio Limited ("Streamplay" or the "Company") (ASX:SP8), is pleased to advise that the Company has established an unmarketable parcel sale facility ("Facility") for holders of parcels of fully paid ordinary shares in the Company ("Shares") with a market value of less than $500 as at the close of trading on 9 February 2023 ("Record Date") ("Unmarketable Parcel").

Based on the price of Shares on the close of trading on the Record Date of $0.011, a holding of less than 45,455 Shares constitutes an Unmarketable Parcel.

The Company appreciates that Unmarketable Parcels can be difficult or expensive to sell, so the Company is offering the Facility to enable Shareholders who hold an Unmarketable Parcel to sell their Shares without having to act through a broker or pay brokerage or handling fees. The Company will pay all costs associated with the sale and transfer of Shares through the Facility (excluding any tax consequences of the sale, which will be the responsibility of relevant Shareholders).

The sale of Unmarketable Parcels through the Facility will also benefit the Company, as it is expected to significantly reduce the administrative costs associated with maintaining a large number of small shareholdings on the Company's share register. The Company has the ability to establish the Facility and facilitate the sale of Unmarketable Parcels under clause 3.1 of the Company's constitution ("Constitution") and rule 15.13 of the ASX Listing Rules.

Why are you receiving this letter?

Our records indicate that you held an Unmarketable Parcel of Shares based on the price of Shares of $0.011 as at close of trade on the Record Date. Unless you advise the Company by 5:00pm (AWST) on 29 March 2023 ("Closing Date") that you do NOT wish to sell your Shares, the Company intends to sell your Shares through the Facility in accordance with the Constitution and the ASX Listing Rules.

To advise the Company that you do NOT wish to sell your Shares, you must elect to retain online via the investor portal athttps://investor.automic.com.au/#/home or complete the share retention form ("Share Retention Form") enclosed with this letter, and return it to the Company's share registry, Automic Group ("Share Registry"), in accordance with the instructions on the Share Retention Form, prior to the Closing Date.

If, at the Closing Date, the value of your Shares has increased such that you no longer have an Unmarketable Parcel (e.g., due to an increase in the market price of Shares or the number of Shares you hold), your Shares will NOT be sold.

If you have multiple holdings of Shares which, if aggregated, would not constitute an Unmarketable Parcel, you may contact the Share Registry at 1300 288 664 to amalgamate your holdings. In these circumstances, your Shares will not be sold.

Please also note that pursuant to rule 6.8(h) of the Constitution and rule 15.13.5 of the ASX Listing Rules, the Company will not sell your Shares in the event that a third party announces a takeover offer for the Company.

In accordance with its continuous disclosure obligations, the Company may release information to the ASX which may affect your decision as to whether you wish to sell or retain your Shares. If such information is released, it will be published on the ASX website www.asx.com.au (ASX code: SP8) and on the Company's website (www.streamplay.studio).

You should be aware that the fact that your holding of Shares is described in this letter as an "unmarketable parcel" does not mean that you cannot sell your Shares at any time. The use of the term "unmarketable parcel" in this letter is to identify the value of Shares which are eligible for sale through the Facility.

What do you need to do?

As a holder of an Unmarketable Parcel as at the Record Date, your options are set out below.

OPTION 1 – Sell your Unmarketable Parcel

If you WISH TO SELL your Shares through the Facility, you should TAKE NO ACTION. By refraining from taking any action, you will be deemed to have irrevocably appointed the Company as your agent to:

  • a. sell, or procure the sale of, all of your Shares at a price to be determined, without any costs being incurred by you; and
  • b. deal with the proceeds of the sale as set out in this letter (for more information about the payment of the sale proceeds through the Share Registry, please refer to the Information Sheet).

Payment for your Shares will be remitted to you by the Share Registry on behalf of the Company as soon as practicable, following settlement of the sale of all Shares sold through the Facility.

You can provide your bank details to receive your payment by direct credit by updating your details on the investor portal athttps://investor.automic.com.au/#/home or by completing the "Sell your Shares" section on the Share Retention Form.

OPTION 2 – Retain your Unmarketable Parcel

If you DO NOT WISH TO SELL your Unmarketable Parcel, you MUST OPT-OUT of the Facility by electing to retain online athttps://investor.automic.com.au/#/home or by completing and returning the enclosed Share Retention Form in accordance with the instructions on the Share Retention Form so that it is received by the Share Registry prior to the Closing Date.

Key dates

The key dates in relation to the operation of the Facility are as follows:

Event Date
Record Date for establishing holders of Unmarketable Parcels 9 February 2023
ASX announcement regarding the Facility 13 February 2023
Letter and Share Retention Form dispatched to Shareholdersholding an Unmarketable Parcel 14 February 2023
Closing Date for receipt of completed Share Retention Forms 29 March 2023

The Company reserves the right to change any of the dates referred to in this announcement or the enclosed letter and Share Retention Form, or to vary, cancel or delay the Facility or the sale of Shares at any time before Shares are sold, by making an announcement to ASX.

The Company does not provide any recommendation or advice as to whether you should sell or retain your Shares.

The attached Frequently Asked Questions, which form part of this document, set out further details on the Facility. Please read the Information Sheet before making any decision. If you are in doubt about what to do, you should consult your legal, financial or taxation adviser.

If you have any questions about the operation of the Facility, please contact the Company on +61 2 9680 8777.

INFORMATION SHEET UNMARKETABLE PARCEL SALE FACILITY – FREQUENTLY ASKED QUESTIONS

1. What is the Facility?

Streamplay has established the Facility to facilitate shareholders holding Unmarketable Parcels in Streamplay to sell their shares. Streamplay will arrange to sell the Unmarketable Parcels at no cost to you, and to remit payment to you.

2. Why is the Facility being offered?

Streamplay has established the Facility to enable you to sell your shares cost effectively and simply, while also assisting Streamplay to reduce administrative and registry costs associated with servicing Unmarketable Parcels.

As at 5pm (WST) on 9 February 2023, the number of Streamplay shareholders with Unmarketable Parcels was 2,313 (being 55.65% of all Streamplay shareholders), with those holdings representing 3.45% of Streamplay's issued capital.

3. Does Streamplay have the right to sell my shares?

Under ASX Listing Rule 15.13 and Clause 3.1 of the Company's Constitution, Streamplay may notify shareholders who hold Unmarketable Parcels that it intends to arrange for their shares to be sold on their behalf. This letter and the Retention Form satisfy the notice requirements under ASX Listing Rule 15.13 and Clause 3.1 of the Company's Constitution.

MY ELIGIBILITY

4. What is an Unmarketable Parcel?

An 'Unmarketable Parcel' is a holding of Streamplay shares with a value of less than A$500. Based on the closing price of Streamplay shares at 9 February 2023, this is a holding of 45,454 shares or less.

5. What if the value of my holding increases before the Facility Closing Date?

Streamplay will not sell your Streamplay shares if the market value of the shares increases such that you no longer have an Unmarketable Parcel on the Facility Closing Date.

6. If I buy more Streamplay shares before the Closing Date, will I retain my holding?

Streamplay will not sell your shares if you increase your holding of Streamplay shares prior to the Facility Closing Date, such that you no longer have an Unmarketable Parcel on that date. Any additional shares acquired must be registered by the Facility Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Retention Form.

7. What if I sell my shares before the Facility Closing Date?

If you sell your shares in Streamplay prior to the Facility Closing Date, no further action will be taken.

MY PARTICIPATION

8. What are the advantages and disadvantages of selling my shares through the Facility?

The following are the key advantages and possible disadvantages of selling your shares through the Facility.

Facility Advantages

  • Cash payment from sale of shareholding
  • No brokerage or other selling expenses
  • May not be cost effective to sell holding in other ways

Facility Disadvantages

  • No further shareholding in Streamplay, unless you buy Streamplay shares again
  • Possible capital gains tax payable following sale of holding
  • The price of shares could be higher in the future

9. Do I need to pay anything if I participate in the Facility?

Streamplay will pay the brokerage and handling costs associated with your participation in the Facility. However, any taxation consequences arising from the sale of your shares will be your responsibility.

10. What do I have to do if I wish to retain my shares?

Streamplay will not sell your shares if you wish to retain your Unmarketable Parcel and you elect to retain online or complete the Retention Form included and return it to Share Registry. Your Retention Form must be received by Share Registry before 5pm (WST) on Wednesday, 29 March 2023 in order to be effective.

If you hold shares in multiple shareholdings, some of which are Unmarketable Parcels, in order to retain your shares, you must submit a Retention Form for each Unmarketable Parcel or merge the shareholdings by contacting the Share Registry.

11. Can I withdraw my Retention Form?

You can only withdraw your Retention Form before the Facility Closing Date by sending a written request to Share Registry which details your name, address and holder number (SRN or HIN) and states that you would like to withdraw your Retention Form. Your request must be signed. If your holding is in more than one name, your request must be signed by all shareholders. Your written request must be received by Share Registry before the Facility Closing Date in order to be effective.

12. How do I sell my shares through the Facility?

If you wish to have your shares sold through the Facility you do not need to do anything in response to this letter.

13. What if my shares are held in a CHESS Holding?

If your shares are in a CHESS holding and remain in a CHESS holding on 29 March 2023, your shares will be sold under the Facility and Streamplay may, without further notice to you, initiate a holding adjustment to move these shares to an issuer sponsored holding or a certificated holding for the purposes of that sale.

14. How and when will my shares be sold?

The Company may arrange for the sale of the Shares under the Facility by way of on-market sale, or in any way they consider reasonable in the circumstances (e.g. off-market sale).

15. How much will I receive for my shares?

The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. For shareholders who participate in the Facility, Streamplay may sell your shares on market or in any other way they consider fair and reasonable in the circumstances. You will not have control over the time at which your shares are sold, the price you receive may be different from the price appearing in the newspaper or quoted by ASX on any day, may not be the best price on the day that your shares are sold and may be an average price per share based on the price obtained for all the shares sold under the Facility.

Neither Streamplay nor its respective agents and employees, provide any assurance as to what the sale price of the shares on the ASX will be or what price you will receive for your shares through the Facility. The Company is also not bound to sell any or all of the shares that may be available for it to sell under this Facility, and there is no guarantee that the Company will be able to sell your shares. Neither the Company nor any other person involved in the Facility shall be liable for failure to sell the shares or sell them at a particular price.

Information on the market price of Streamplay shares is available from the ASX website (www.asx.com.au) under ASX Code "SP8".

Shareholders using the Facility are not able to nominate a sale price, sale date, nor a method for selling their shares. However, shareholders can opt out of the Facility by sending in a Retention Form, and can choose to hold or sell their shares by other means. For instance, you can sell your shares on the ASX by contacting a broker.

16. How and when will the proceeds for the sale be sent to me?

The proceeds will be sent to you as soon as practicable. The proceeds will be made via a direct credit to your bank account at an Australian financial institution (where the Company has your details or upon nomination by you of a relevant bank account), or otherwise by cheque in Australian dollars sent to your postal address as recorded in the Company's share register.

You will be notified of the number of your shares that have been sold, the sale price and the total sale proceeds payable to you. A statement will be sent by post to your address as shown in Streamplay's register of members.

Further Information

If you require further information, please contact the Company on +61 2 9680 8777.

Return your Form:

GPO Box 5193, Sydney NSW 2001

For All enquiries

  • 1300 288 664 (within Australia)
  • +61 2 9698 5414 (international)

GGDFFDDhO[hOLDER[HolderNumberMasked]

Shares held at 7.00pm (AEDT) on 9 February 2023:

ASX Security Code: SP8

Holder Number (SRN/HIN):

UNMARKETABLE PARCEL SALE FACILITY ELECTION FORM

YOUR ELECTION MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEDT) ON WEDNESDAY, 29 MARCH 2023.

This is an important document and requires your immediate attention. This document should be read in conjunction with the enclosed shareholder letter. If you are in any doubt as to how to deal with this form, you should consult your professional advisor.

Option A: Elect Online (Recommended)

Visit https://investor.automic.com.au/#/home

To elect online, simply scan the barcode to the right with your tablet or mobile device or enter the above link into your browser. Instructions lodging your election online and accessing this portal are provided in the section overleaf.

  • It's fast and simple: Electing online is very easy to do, it eliminates any postal delays and removes any potential risk of it being lost in transit.
  • It's secure and confirmed: Electing online provides you with greater privacy over your instructions and provides you with confirmation that your Election has been successfully processed.

Option B: Paper Election

Step 1: Make your election below:

A PLEASE TICK THE BOX TO INDICATE YOU WISH TO RETAIN YOUR SHARES

BSB Number Account Number DO NOT USE YOUR CARD NUMBER
- If you are unsure of your account or BSBnumber, please check with your bank,
building society or credit union.
Name in which account is held (e.g.: John Smith)
Step 2: agreeing to the sale of your shares even if you tick the above box in section A.Provide your contact details:
Telephone Number Contact Name (PLEASE PRINT)
Email Address
(where legally permissible).Step 3: Sign and return the form in accordance with the instructions provided:I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructionssupersede and have priority over all previous instructions relating to this Small Parcel Sale Facility. SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director or Sole Director &Sole Company Secretary Director Director/Company Secretary

INSTRUCTIONS FOR COMPLETION OF THIS FORM

ELECTION OPTIONS

A: RETENTION OF SHARES

If you wish to retain your shares, please place a tick in the box provided. Should you validly sign the form but fail to place a tick in the box, it will be at the Company's discretion as to whether or not it is your intention to retain your shares.

B: SELLING YOUR SHARES - REQUEST FOR DIRECT CREDITING OF PAYMENTS

If you wish to sell your shares, please provide your bank details in this section. Do not complete this section if you wish to retain your shares. If you provide your direct credit instruction details, you are agreeing to the sale of your shares even if you have placed a tick in Box A.

SIGNING REQUIREMENTS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: If any signatory signs under Power of Attorney, please attach an originally certified photocopy of the Power of Attorney to this Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the box which indicates the office held by you.

Estates: If any signatory signs in the capacity of Executor/s, please attach to this Form when you return it, a certified photocopy of the Probate or Death Certificate together with the Will.

LODGING YOUR SHARE SALE FACILITY FORM

IMPORTANT! Election Forms cannot be returned by fax or email. Your Acceptance Form must be returned via one of the return methods provided below.

Standard delivery may now take up to ten Business Days, or longer from regional areas. Shareholders should bear this in mind when returning Election Forms using Australia Post.

ONLINE

Existing users: If you have an existing Automic Investor Portal account, with access to Streamplay Studio Limited, you do not need to register and can log in with your existing username and password at https://investor.automic.com.au

If you do not automatically see your SP8 shareholding in your account, you can easily add it by selecting the "Add holding" button on the top right-hand corner of the screen and following the prompts.

New users: If you do not have an existing Automic account you will need to register for Investor Portal by visiting https://investor.automic.com.au/#/signup and following these steps:

    1. In the Company Name field, select "Streamplay Studio Limited (SP8)"
    1. Enter your Holder Number (SRN or HIN) as shown on the top of this form
    1. Enter the postcode (Australian address) or click "change country" to select the country code (overseas address) relevant to your holding
    1. Tick the "I'm not a robot" box and click "Next"
    1. Complete the prompts to set up your Username and Password

Once you are logged in, select "Offers" from the left-hand vertical menu and follow the prompts.

BY MAIL

Streamplay Studio Limited – Unmarketable Parcel Sale Facility C/- Automic Group GPO Box 5193 Sydney NSW 2001

BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEDT)

Automic Group Level 5 126 Phillip Street Sydney NSW 2000

YOUR SHARE SALE ELECTION FORM MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEDT) ON WEDNESDAY, 29 MARCH 2023.