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VECTION TECHNOLOGIES LTD Capital/Financing Update 2019

Jun 23, 2019

66017_rns_2019-06-23_d115fb36-dd69-4428-87ab-32a89e68f338.pdf

Capital/Financing Update

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ASX RELEASE

ServTech Expands its FrameS European Distribution Network ServTech also executes Controlled Placement Agreement

Highlights:

  • ServTech’s 100% Owned subsidiary Vection signs distribution agreement with leading software distributor Infor , gaining access to ~4,000 clients

  • Vection’s potential client footprint now extended to ~6,700 potential clients

  • Infor to initially target the growing Mechanical Product Design & Manufacturing industry

  • Agreement aligned with ServTech’s international SaaS subscription strategy set to launch over the coming months

  • FrameS is a powerful real-time Virtual Reality visualisation tool enabling remote collaboration and prototyping on shared projects

  • Placement facility executed to potentially provide up to $2 million in funding

24 June 2019 | Perth, Australia

ServTech Global Holdings Ltd ( ServTech or the Company ), a software company delivering 3D, Augmented Reality (AR) and Virtual Reality (VR) solutions, is pleased to announce that its wholly owned subsidiary Vection Italy S.r.l. ( Vection ) has entered into its second distribution agreement for its VR Software as a Service (SaaS) platform Frames : this time with leading software distributor Gruppo Infor ( Infor ).

Based on Vection’s VR technology, FrameS is considered to be the ultimate VR software visualisation, collaboration and prototyping tool, allowing users dislocated world-wide to interact real-time in a multiuser virtual environment on a shared project.

The Infor distribution agreement strategically expands the Company’s potential client base providing access to ~ 4,000 clients . Infor is the second distributor (following Four Bytes with ~ 2,700 potential clients – ASX: 4 June 2019) to partner with Vection in the past month as it continues to grow the distribution footprint of its FrameS software.

Following the execution of this distribution agreement, the Company’s sales and marketing network will target the combined ~6,700 clients who operate in industries identified with a requirement for the FrameS solution. ServTech will develop this prospective client base and direct its marketing activities to focus on securing sales contracts.

As VR and AR technologies become more widely integrated across businesses and enterprises, the Company is continuing with its efforts to increase its existing footprint of its sales and marketing network with further strategic agreements to increase the international exposure of the FrameS offering .

Infor

Infor is an established software distribution company which partners with leading software companies including Microsoft , Autodesk and Adobe .

Infor is an experienced system integrator which distributes both scalable and bespoke software solutions complete with best hardware equipment on the market. Infor manages its market presence via 3 office locations and 120 staff, posting over ~€20M revenue per annum.

FrameS

FrameS is a real-time Virtual Reality SaaS software solution to help companies visualise their designs and creations:

  • Product Development : FrameS is the ultimate visualisation tool for engineers, architects and designers to visualise their creation in real-time, reducing time to market and generating tangible R&D efficiencies;

  • Marketing and Communication : FrameS allows brands to reach their customers with engaging experiences and content;

  • Learning & Development : harnessing the FrameS remote collaboration feature, professionals can interact within a virtual environment driving further intra-company efficiencies;

  • Risk Management : FrameS enables occupational risk prevention via potentially hazardous VR simulations where employees could be exposed to risk if performing certain exercises in real life.

Distribution Agreement

Infor will leverage its extensive knowledge of its existing clients operating in the mechanical industry, a growing and specialised industrial sector, to market FrameS and Vection’s bespoke VR & AR software solutions.

Infor currently targets the mechanical industry with mechanical CAD solutions, due to its partnership with Autodesk, and a specialisation in Mechanical Product Design & Manufacturing CAD solutions.

While CAD Mechanical design and drafting software is standard for manufacturing purposes, FrameS offers a real-time solution to visualise products, components and general drawings within a virtual environment. This allows the automation of common mechanical CAD tasks and acceleration of the mechanical design process by eliminating the requirement for prototypes and cutting time and expenses to go to market .

Vection and Infor will collaborate to market FrameS to Infor’s existing clients operating in the mechanical industry; a growing industry investing considerably in new technologies such as FrameS.

2

Target Industry

The Italian manufacturing mechanical industry in 2018[1] registered ~€48.5 billion in revenues, with over 200,000 employees and investment of ~€1.2 billion.

Considered one of the flagship Italian industries , the mechanical industry exports ~60% of its production[2] to industrialised countries such as Germany, United States, France, United Kingdom, Spain, China, The Netherlands, Saudi Arabia and Russia. In Asia/Far East, the top Countries in terms of export are China, Turkey, South Korea, Australia and India.

The mechanical industry, that the Frame S solution is targeting, can be categorised as the agglomeration of companies manufacturing;

  • Automated machinery for welding & laser cutting;

  • Food technology machinery;

  • Industrial furnaces;

  • Surface finishing machinery;

  • Lifting and handling machinery;

  • Road, construction and mining machinery;

  • Valves and fittings;

  • Pumps and air compressors;

  • Boilers, gas regulators; and

  • Others.

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Figure: FrameS application for the mechanical industry.

1 www.wattelettroforniture.it/2019/03/08/meccanica-italiana-2018-in-crescita/

2 www.ferrutensil.com/meccanica-italiana-nel-mondo-145-miliardi-euro-semestre-2018/

3

Fabrizio Montali, CEO of Infor, commented:

“We are excited to commence the partnership with Vection, which marks the entry of Infor in the Virtual & Augmented Reality market segment, representing a significant high-growth industry.

We believe that our existing customers will potentially adopt these software solutions, while facilitating profitable market share growth for Infor.’’

Gianmarco Biagi, Managing Director of ServTech, commented:

“We are very pleased to start this partnership with Infor, a key player in software solutions for the mechanical industry, which is an important market segment for the FrameS distribution strategy. Infor represents an ideal partner aligned with the Company’s overarching SME client acquisition strategy, providing access to ~4,000 potential clients with no upfront capital expenditure.

The Company is currently working to further expand the existing FrameS distribution footprint, key to establishing FrameS as leading and widely used SaaS platform.”

Controlled Placement Agreement

The Company has entered into a Controlled Placement Agreement (CPA) with Acuity Capital. The CPA provides ServTech with up to AUD$2 million of standby equity capital via placement over the coming 24 months. Importantly, ServTech retains full control of all aspects of the placement process, with sole discretion as to whether or not to utilise the CPA, the quantum of issued shares, the minimum issue price of shares and the timing of each placement tranche (if any).

ServTech is not obligated to utilise the CPA and ServTech may terminate the CPA at any time, without cost or penalty. Acuity Capital and the CPA do not place any restrictions at any time on ServTech raising capital through other methods. If ServTech does decide to utilise the CPA, the Company is able to set a floor price (at its sole discretion) and the final issue price will be calculated as the greater of that floor price set by ServTech and a 10% discount to a Volume Weighted Average Price (VWAP) over a period of the Company’s choosing (again at the sole discretion of ServTech).

To secure the CPA, ServTech has placed 32,000,000 fully paid ordinary shares from its ASX Listing Rule 7.1 capacity, at nil consideration to Acuity Capital (Collateral Shares). ServTech may, at any time, cancel the CPA and buy back the Collateral Shares for nil consideration (subject to shareholder approval). An Appendix 3B regarding the Collateral Shares is attached to this announcement.

ServTech provides the following information pursuant to Section 708A(5)(e) of the Corporations Act. The Collateral Shares (referred to above) were issued without disclosure to investors under Part 6D.2 of the Corporations Act. The Collateral Shares were issued using ServTech’s share placement capacity pursuant to ASX Listing Rule 7.1. As at the date of this notice ServTech has complied with:

  • (a) The provisions of Chapter 2M of the Corporations Act;

  • (b) Section 674 of the Corporations Act; and

there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.

ENDS

4

For more information:

For media enquiries:

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Bert Mondello

Bert Mondello MMR Corporate Services Non-Executive Chairman +61 8 6380 2555 +61 2 9251 7177 [email protected] [email protected]

About ServTech (ASX:SVT):

ServTech is a software company developing technologies utilised to disrupt traditional, self-limiting business models through the implementation of specialised software solutions, allowing companies to focus on their core revenue-generating businesses, reducing overhead and improving efficiency and scalability. ServTech operates on an Enterprise business model based on bespoke fees and on a Software as a Service (SaaS) business model based on recurring subscription revenue.

www.servtechglobal.com.au

About Gruppo Infor (Infor):

Infor is an established European IT hardware and software distribution company. Since 1990, Infor has serviced more than 4,000 clients from its 3 offices counting more than 120 employees, generating €20M+ in revenues. Infor partners with leading software and hardware companies such as Microsoft, Autodesk, Adobe, HP, Dell, Lenovo, Polycom and others.

https://www.gruppoinfor.it

5

Appendix 3B New issue announcement

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, 04/03/13

Name of entity

ServTech Global Holding Limited

ABN

93 614 814 041

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
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)
Fully paid ordinary Shares
32,000,000
Fully Paid Ordinary Shares
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4
Do the+securities rank equally in
all respects from the+issue date
with an existing+class of quoted
+securities?
If the additional+securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
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
Yes
Nil
Collateral shares issued under the Controlled
Placement Facility Agreement executed on
24 June 2019
Yes
30 November 2018
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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
7
+Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro
rata entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
32,000,000 32,000,000
N/A
N/A
N/A

N/A
N/A
See attached Annexure 1
24 June 2019
Number +Class
657,171,676 Fully paid Ordinary Shares
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
2,500,000
150,000,000
Unquoted options exercisable at
$0.30 each and expiring 3 years
after the date the Company is
admitted to the official list of ASX
Unlisted Performance Rights each
convertible into to one fully paid
ordinary Share subject to the
achievement of milestones
N/A

Part 2 - Pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
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 offer
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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
26
Date entitlement and acceptance
form and offer documents 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)?
33
+Issue date
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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

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 39 +Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:

• the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

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

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.

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

  • 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.

Sign here: ............................................................ Date: 24/06/2019 Company secretary

Print name: Derek Hall

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid+ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
129,073,131
Addthe following:
• Number of fully paid+ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid+ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid+ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
81,300,813 (conversion of convertible notes
approved by shareholders on 10 August 18)
3,000,000 (fee for service issuance
approved by shareholders on 10 August 18)
292,556,186 (consideration of acquisition of
the business of O8K approved by
shareholders on 11 April 19)
111,111,111 (placement approved by
shareholders on 11 April 19)
8,130,435 (fee for service issuance
approved by shareholders on 11 April 19)
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
Nil
“A” 625,171,676
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 93,775,751
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
32,000,000
“C” 32,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
93,775,751
Subtract“C”
Note: number must be same as shown in
Step 3
32,000,000
Total[“A” x 0.15] – “C” 61,775,751
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 625,171,676 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 62,517,168

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

  • This applies to equity securities – not just ordinary securities

  • • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “E” Nil

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
62,517,168
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 62,517,168
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013