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SUPER RETAIL GROUP LIMITED Capital/Financing Update 2011

Oct 16, 2011

65878_rns_2011-10-16_296c1c6e-00a9-4336-8445-50650b489aa1.pdf

Capital/Financing Update

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ASX Circular

Date: 17 October 2011

SUPER RETAIL GROUP LTD – PRO RATA ACCELERATED INSTITUTIONAL TRADEABLE RETAIL RENOUNCEABLE ENTITLEMENT OFFER

Key topics

  1. Super Retail Group Ltd

  2. Pro Rata Accelerated Institutional Tradeable Retail Renounceable Entitlement Offer

  3. ASX Code: SUL

Participating organisations are advised that on 17 October 2011, Super Retail Group Ltd (“Company”) announced a 9 for 19 pro rata accelerated institutional tradeable retail renounceable entitlement offer of ordinary shares at an issue price of $5.34 per share (“Offer Price”), to raise approximately $334 million (the “Entitlement Offer”).

The Entitlement Offer has two components:

Reading List

Client Advisers Compliance Managers DTR Operators Institutions

ASX Settlement Participants Office Managers Operations Managers (back office) Research Analysts ASX Clear Participants Market Participants

  • An institutional entitlement offer, where offers were made to qualifying institutional shareholders for them to apply for their pro-rata entitlement (the “Institutional Offer”).

  • A retail entitlement offer, where an offer will be made to qualifying retail shareholders for them to apply for their pro-rata entitlement (the “Retail Offer”).

The Entitlement Offer is fully and jointly managed and underwritten by Macquarie Capital (Australia) Limited RBS Equity Capital (Australia) Limited.

The Record Date for the Entitlement Offer is 20 October 2011.

The Retail Entitlement Offer is expected to close on 16 November 2011.

Authorised by

Melissa Grundy

Contact

Frances Finucan

The Company will ignore changes in shareholdings which occur after the commencement of the trading halt on Monday, 17 October 2011 (other than registrations of transactions which were effected through ASX Trade before the implementation of the trading halt).

New ordinary shares issued under the Entitlement Offer will rank equally with existing ordinary shares on issue.

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Internet: http://www.asx.com.au

No responsibility is accepted for any inaccuracies contained in the matter published.

ASX Circular

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Event

Trading halt request

Announcement of accelerated institutional tradeable retail renounceable entitlement offer

Indicative Date

Monday, 17 October 2011 (before the commencement of trading)

Lodgement of Institutional Offer documents

Cleansing notice under section 708AA of the Corporations Act and Appendix 3B released to the market

Institutional Offer opens Institutional Offer closes Institutional Bookbuild Announcement of Institutional Offer and Institutional Bookbuild results

Trading halt lifted Trading resumes on an ex-entitlement or ex-rights basis Rights trading commences on ASX for retail entitlements only on a deferred settlement basis

Record date to identify shareholders entitled to participate in the entitlement offer

Retail Offer Booklet released to ASX Retail Offer period opens Offer documentation sent to eligible retail holders Nil paid rights issued to retail entitlement holders only

Retail rights trading commences on a normal settlement basis Institutional Offer settlement

Notification to ASX of:

Monday, 17 October 2011

Tuesday, 18 October 2011

Wednesday, 19 October 2011

Thursday, 20 October 2011 (before the commencement of trading following the trading halt)

Thursday, 20 October 2011

Thursday, 20 October 2011 (at the recommencement of trading)

Thursday, 20 October 2011

Friday, 21 October 2011

Friday, 21 October 2011

Wednesday, 26 October 2011

Thursday, 27 October 2011 Friday, 28 October 2011

Friday, 28 October 2011

  • the date of issue and number of securities for which quotation is sought

  • a statement setting out the issued capital of the entity following issuance

Issue / Quotation of securities issued under Institutional Offer

Retail rights trading ends

Retail Offer shares commence trading on deferred settlement basis

Retail Offer closes

Announce Retail Offer close (after market close) Retail Bookbuild after market close Announce completion of Retail Bookbuild Retail Offer settlement

Monday, 31 October 2011

Wednesday, 9 November 2011

Thursday, 10 November 2011

Wednesday, 16 November 2011

Monday, 21 November 2011

Tuesday, 22 November 2011 Monday, 28 November 2011

ASX Circular

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Indicative Date

Event

Notification to ASX of:

Monday, 28 November 2011

 the date of issue and number of securities for which quotation is sought

 a statement setting out the issued capital of the entity following issuance

Issue / Quotation of securities issued under Retail Offer and Retail Bookbuild Holding statement sent to retail holders

Tuesday, 29 November 2011

Normal trading of Retail Offer shares

Wednesday, 30 November 2011

Settlement issues

Despite the fact that securities are trading “ex entitlement” on ASX Trade, CHESS will not recognise for settlement purposes the “ex entitlement” or the “cum entitlement” tag on CHESS messages and CHESS will not maintain cum balances during the deemed “CHESS ex-period”, i.e. the period commencing on the deemed CHESS Ex-Date up to and including the record date. However, a record date cum balance will be available the business day following the record date, which will be equal to the registered holding balance at CHESS end of day on the record date. As a result any transfer that occurs prior to record date will be effectively transferred on a “cum” basis.

Therefore, Participants must ensure that any transfer, including the priming of Broker Entrepot Accounts, is conducted in accordance with the basis of quote. For example, a transfer in relation to a transaction conducted on an ex-basis should ordinarily only occur post record date.

CHESS will perform automatic diary adjustments to “cum entitlement” settlement obligations outstanding as at the record date.

Trading issues

ASX will not price a “cum” market with respect to trading in the Company’s securities. Persons who acquire the Company’s securities after the commencement of the trading halt on Monday, 17 October 2011 are not entitled to participate in the Entitlement Offer.

Further information

For further details, please refer to the Company’s announcements or contact the Company.

ASX Circular

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