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SWIFT TV LTD Capital/Financing Update 2018

May 31, 2018

65874_rns_2018-05-31_659aa648-ad54-4cb2-b5d3-412d058327c5.pdf

Capital/Financing Update

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Name of entity

SWIFT NETWORKS GROUP LIMITED

ABN

54 006 222 395

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

N/A

N/A

  • 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • 3 Principal terms of the +securities (eg, 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)
N/A

+ See chapter 19 for defined terms.

4 Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state: N/A
the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they do
not rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5 Issue price or consideration N/A
6 Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) N/A
6a Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A? Yes
If Yes, complete sections 6b –6h in relation to the +securitiesthe subject of this Appendix 3B,and comply with section 6i
6b The date the security holderresolution under rule 7.1A waspassed 27 October 2017
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
6e Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting) N/A

+ See chapter 19 for defined terms.

  • 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. N/A 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 N/A 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 7.1 – 18,151,935 7.1A – 12,101,290 N/A
  • 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
  • 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
Number +Class
118,312,903 Fully paid OrdinaryShares
2,700,000 Fully paid OrdinaryShares subject tovoluntary restrictionuntil 31 August 2018
6f Number of securities issued N/A
under an exception in rule 7.2

+ See chapter 19 for defined terms.

Number +Class
9 +classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable) 16,666,667 Class A PerformanceShares. Conversion toordinary shares at 1ordinary share for 1performance share.
16,666,667 Class B PerformanceShares. Conversionto ordinary shares at 1ordinary share for 1performance share.
258,823 Deferred Options: Ex$0.00, expiry 5 Sept2022, vesting 5 Sept2019.
739,406 Class A Perf Rights.Conversion to 1ordinary share for 1performance right.Vesting 1 July 2019.
739,406 Class B Perf Rights.Conversion to 1ordinary share for 1performance right.Vesting 1 July 2019
739,406 Share App Rights.Conversion to 1ordinary share for 1share appreciationright. Vesting 1 July2019
6,933,333 Options Ex $0.15.expiry 19 May 2021,
1,000,000 Options Ex $0.35expiry 31 May 2021
1,000,000 Options Ex $0.42expiry 31 May 2021

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required?
  • 12 Is the issue renounceable or nonrenounceable?
  • 13 Ratio in which the +securities will be offered
  • 14 +Class of +securities to which the offer relates
  • 15 +Record date to determine entitlements
  • 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
  • 17 Policy for deciding entitlements in relation to fractions
  • 18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

  • 19 Closing date for receipt of acceptances or renunciations
  • 20 Names of any underwriters
  • 21 Amount of any underwriting fee or commission
  • 22 Names of any brokers to the issue
  • 23 Fee or commission payable to the broker to the issue
  • 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
  • 25 If the issue is contingent on +security holders' approval, the date of the meeting

  • See chapter 19 for defined terms.
  • 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
  • 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
  • 28 Date rights trading will begin (if applicable)
  • 29 Date rights trading will end (if applicable)
  • 30 How do +security holders sell their entitlements in full through a broker?
  • 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
  • 32 How do +security holders dispose of their entitlements (except by sale through a broker)?

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

inceductsent

+ See chapter 19 for defined terms.

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 38,000,000
39 Class of +securities for whichquotation is sought Fully paid Ordinary
40 Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities? Yes
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 do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41 Reason for request for quotationnow End of restriction period 1 June 2018
Example: In the case of restricted securities, endof restriction period
(if issued upon conversion ofanother security, clearly identifythat other security)

+ See chapter 19 for defined terms.

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

Number +Class
121,012,903 FPO

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 not available now, 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.

(Company Secretary)

Sign here: Date: 1 June 2018

Print name: Stephen Hewitt-Dutton

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid ordinary90,212,903securities on issue 12 months before dateof issue or agreement to issue
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period underan exception in rule 7.2 9,200,000 – Exercise of options
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval 21,600,000
•Number of partly paid ordinarysecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod Nil
"A" 121,012,903

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 18,151,935
7.1 that has already been used Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: Nil
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C" Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 18,151,935
Note: number must be same as shown inStep 2
Subtract "C" -
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C" 18,151,935
[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A" 121,012,903
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
Multiply "A" by 0.10 12,101,290
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A Nil
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E" Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10 12,101,290
Note: number must be same as shown inStep 2
Subtract "E" Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E" 12,101,290
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.