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VINYL GROUP LTD Capital/Financing Update 2011

Apr 4, 2011

66014_rns_2011-04-04_1cc0720d-dd4a-4920-96f6-5308caaee5dd.pdf

Capital/Financing Update

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5 April 2011

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NOTICE TO ELIGIBLE SHAREHOLDERS

Dear Shareholders

MOBILARM LIMITED – RIGHTS ISSUE

On 1 April 2011, Mobilarm Limited ( Mobilarm ) announced a non-renounceable rights issue ( Rights Issue ) of 1 fully paid ordinary share in Mobilarm ( New Share(s) ) for every 2.55 shares held by shareholders at an issue price of A$0.05 per new Share. The Record Date for the Rights Issue is 5pm (WST) on 13 April 2011 ( Record Date ).

The Rights Issue is to be implemented under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act), as modified by ASIC Class Orders CO07/571 and CO08/35. The Rights Issue will raise up to approximately A$3.2 million and is partially underwritten by Dutch Ink (2010) Pty Ltd for a maximum of $2,131,255 (or 42,625,100 shares).

Mobilarm will not issue a prospectus for the Rights Issue. Instead, an offer document detailing the Rights Issue ( Rights Issue Booklet ) will be sent to eligible Mobilarm shareholders after the Record Date. The Rights Issue Booklet was lodged with ASX on 1 April 2011 and is available on the ASX website and Mobilarm’s website at www.mobilarm.com . The Rights Issue is open to eligible Mobilarm shareholders on the share register as at the Record Date with registered addresses in Australia and New Zealand as defined in the Rights Issue Booklet. All other shareholders are not eligible to participate in the Rights Issue.

Entitlements to acquire New Shares pursuant to the Rights Issue are non-renounceable. Under the Rights Issue, eligible shareholders can choose whether or not to take up their entitlements in whole or part. Eligible Shareholders also have the ability to subscribe for additional shares not taken up by other eligible shareholders. Eligible shareholders who do not wish to take up their entitlements in full will not receive any payment or other value for that part of their entitlement that is not taken up and their proportionate shareholding in Mobilarm at the conclusion of the Rights Issue will be diluted.

The New Shares will rank equally with the existing ordinary shares from the date of issue. Mobilarm currently has 163,946,773 ordinary shares on issue. After the Rights Issue ( up to 64,292,852 New Shares), Mobilarm will have up to approximately 228,239,625 ordinary shares on issue (not including options which may be exercised prior to the Record Date).

The indicative time table for the rights Issue is as follows:

Event
Date
Event
Date
ASX announcement and lodge Appendix 3B
pre- open 1 April 2011
Offer document lodged with ASX
1 April 2011
TEL. +61 8 9315 3511
FAX. +61 8 9315 3611
WWW.MOBILARM.COM
MOBILARM LIMITED (ABN 15 106 513 580)
768 CANNING HIGHWAY PO BOX 1533 APPLECROSS 6953 WESTERN AUSTRALIA
[email protected]
Notice to option holders 4 April 2011
Notice to shareholders with timetable 5 April 2011
Notice to ineligible shareholders 5 April 2011
“Ex” date 7 April 2011
Record Date for the Offer 13 April 2011
Cleansing notice lodged with ASX 14 April 2011
Despatch of Offer Document to Eligible Shareholders; 15 April 2011
Offer opens 15 April 2011
Offer closes 4 May 2011
New Shares quoted on a deferred settlement basis 5 May 2011
Notify ASX and underwriter of shortfall 6 May 2011
Despatch date- not later than 11 May 2011
Normal trading of New Shares issued under the Offer 12 May 2011
expected to commence on ASX
Allotment of shortfall to underwriter – not later than 25 May 2011
Despatch date (underwriter)- not later than 2 June 2011
Allotment of shortfall shares not issued to eligible 4 August 2011
shareholders or underwriter– not later than
Despatch date (final shortfall) – not later than 12 August 2011

The dates and times set out above are indicative only and subject to change at the directors’ discretion.

Before making a decision whether to apply for New Shares, please read the Rights Issue Booklet carefully in its entirety when you receive it.

Shareholders with any queries should contact the Company Secretary, Mr David McArthur.

Yours faithfully

MOBILARM LIMITED

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DAVID McARTHUR

Company Secretary

Phone: +61 8 9423 3200

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This notice does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. Person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (“Securities Act”) (“U.S. person”)). Neither the rights nor the New Shares have been or will be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The rights may be not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons. The new Shares may not be offered, or sold, or resold, in the United States or to, or for the account or benefit of, a U. S. Person except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and odes not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax adviser, stockbroker or other professional adviser.

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