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WEB TRAVEL GROUP LIMITED Capital/Financing Update 2018

Nov 29, 2018

66049_rns_2018-11-29_64760bf5-c072-45a5-9031-8c12b2795b1b.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, 04/03/13

Name of entity

Webjet Limited

ABN

68 002 013 612

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 (each, aNew Share).
Entitlement Offer- Webjet issued a total of
13,346,230 New Shares pursuant to the terms of
the underwritten accelerated non-renounceable
pro-rata entitlement offer (Entitlement Offer)
announced to ASX on 5 November 2018.
Same as existing quoted fully paid ordinary
shares in Webjet.

4 Do the[+] securities rank equally in Yes, the New Shares will rank equally with all respects from the[+] issue date existing ordinary shares from the date of issue of with an existing[+] class of quoted the New Shares. +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 $11.50 per New Share. 6 Purpose of the issue To partially fund the acquisition of DOTW (If issued as consideration for the Holdings Limited announced to ASX on 5 acquisition of assets, clearly November 2018 and transaction costs. identify those assets)

6a Is the entity an[+] eligible entity that N/A 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 N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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)
N/A N/A
N/A

N/A
N/A
N/A
Institutional component of the Entitlement
Offer (Institutional Entitlement Offer)- 15
November 2018
Retail component of the Entitlement Offer
(Retail Entitlement Offer)- 30 November 2018
Number +Class
135,601,009 Fully
paid
ordinary
shares
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
3,000,000
MD Unlisted Options
There has been no change to Webjet's dividend
policy.

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.
No.
Non-renounceable.
1 New Share for every 9 ordinary shares held as
at the record date for the Entitlement Offer.
Fully paid ordinary shares.
7.00pm (Melbourne time) 7 November 2018.
No.
Fractional entitlement will be rounded up to the
next whole number of ordinary shares.
Institutional
Entitlement
Offer
-
all
jurisdictions other than Australia, New Zealand,
the United States, Hong Kong, Singapore,
United Kingdom, Germany, Norway and
Switzerland and any other jurisdictions into
which it has decided to make offers.
Retail Entitlement Offer- all jurisdictions
other than Australia and New Zealand.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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
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)
Institutional Entitlement Offer- 6 November
2018.
Retail Entitlement Offer- 5:00pm (AEDT) on
22November 2018.
Credit Suisse (Australia) Limited and UBS AG,
Australia Branch
For the Entitlement Offer - an underwriting fee
of 1.3% of the proceeds of the Entitlement Offer
and a management and arranging fee equal to
0.65% of the proceeds of the Entitlement Offer.
Webjet may pay an incentive fee equal to 0.2%
of the proceeds of the Entitlement Offer at its
sole discretion.
N/A
N/A
N/A
N/A
No disclosure document was prepared. A Retail
Entitlement Offer Booklet and personalised
entitlement and acceptance form was sent on 12
November 2018.
N/A
N/A
N/A
  • 30 How do security holders sell their N/A entitlements in full through a broker?

  • 31 How do security holders sell part of N/A their entitlements through a broker and accept for the balance?

  • 32 How do security holders dispose of N/A their entitlements (except by sale through a broker)?

  • 33 +Issue date Institutional Entitlement Offer -15 November 2018. Retail Entitlement Offer - 30 November 2018.

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)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

==> picture [212 x 362] intentionally omitted <==

38 Number of+securities for which
+quotation is sought
39 +Class of
+securities for which
quotation is sought
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)
42 Number and+class of all+securities
quoted on ASX (_including_the
+securities in clause 38)

Number +Class

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 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: 29 November 2018

(Company secretary)

Print name: Mr Tony Ristevski

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013