ZOONO GROUP LIMITED — Capital/Financing Update 2015

Apr 7, 2015

Level
4 20
Loftus
Street Sydney
NSW
2000 Ph
02
9241
5999

GOLDSEARCH
LIMITED ABN
73
006
645
754

ASX
RELEASE

Wednesday
8
April
2015

**UPDATE

NATIONAL
HEALTH
SERVICES
ACQUISITION
BY
GOLDSEARCH**

On
19
March
2015
the
Company
announced
that
it
had
entered
into
an
agreement
to acquire
all
of
the
issued
shares
in
National
Health
Services
Pty
Limited
(“ NHS ”).
The acquisition
is
subject
only
to
shareholder
approval
and
compliance
with
the
ASX
Listing Rules.
GSE
will,
if
required
by
the
ASX
re-­‐comply
to
chapters
1
and
2
of
the
ASX
listing
rules.

**The

New
Business**

NHS
operates
in
the
occupational
medical
sector,
focussing
on
workers
compensation,
which includes
injury
management,
physiotherapy,
rehabilitation
services,
and
medico
legal services.
NHS
is
in
the
unique
position
to
expand
its
footprint
nationally
to
meet
the
current demand
from
its
clients,
which
include
Woolworths,
Aldi,
Coles,
Qantas,
Australia
Post, Startrack,
TNT,
QBE
and
similar
blue
chip
clients.
The
acquisition
by
the
Company
will
allow NHS
to
expand
throughout
Australia
and
become
a
market
leader
in
providing
these
services on
a
national
basis.

**Purchase

Price
Determined**

The
Company
has
agreed
to
purchase
NHS
for
a
purchase
price
of
$7.5
m
by
the
issue
of
new GSE
shares.
GSE
has
also
agreed
to
pay
the
vendors
of
G&G
$2.1m
of
new
GSE
shares
in
July 2016,
as
final
consideration
for
G&G
meeting
their
target
EBITDA.
The
acquisition
of
NHS includes
all
of
the
businesses
of
NHS
including
G&G.
Furthermore,
G&G
has
confirmed
to NHS
that
it
is
on
track
to
meet
their
target
objectives
for
the
FY2016.
Since
NHS
entered
the contract
to
acquire
G&G
the
G&G
business
with
the
assistance
of
NHS
sales
and
marketing has
expanded
to
include
4
clinics
and
further
clinics
are
planned
for
opening
over
the
coming months.

**Independent

Expert
Appointed**

The
Company
has
instructed
Hall
Chadwick
to
prepare
an
Experts
Report
on
the
fairness
and reasonableness
of
the
acquisition
of
NHS,
which
will
be
included
in
the
Explanatory Memorandum
with
the
Notice
of
General
Meeting
to
be
sent
to
shareholders
shortly.

**Notice

of
General
Meeting**

The
Company
is
preparing
a
Notice
of
a
Special
General
Meeting
(“SGM”)
of
the shareholders
of
the
Company
to
consider
and
vote
on
the
acquisition.
The
proposed
notice will
include
resolutions
providing
for
the
change
of
the
Company’s
name
to
National
Health Limited,
a
change
of
business
activities,
a
consolidation
of
the
Company’s
shares,
approval
of new
directors
and
other
related
resolutions
together
with
a
resolution
to
refresh
the Company’s
placement
capacity
and
to
approve
any
additional
placements.

Prospectus

The
Company
will
also
be
required
to
prepare
a
prospectus
to
comply
with
the
ASX
Listing Rules
and
undertake
a
capital
raising
of
up
to
$5
million
to
allow
the
Company
to
expand
the NHS
business
footprint
nationally
to
satisfy
existing
client
demand.

Existing
shareholders
will
be
given
a
priority
to
apply
for
additional
shares
under
the
terms of
the
Prospectus.

The
Board
is
currently
in
discussions
with
a
number
of
brokers
to
have
the
Prospectus
offer fully
underwritten.

Timetable

The
Company
is
seeking
to
complete
the
acquisition
as
soon
as
possible
and
will
keep
all shareholders
fully
informed
of
the
timetable
and
further
developments.
The
Company
has prepared
a
draft
timetable
which
provides
for
the
proposed
special
general
meeting
to approve
the
acquisition
and
funding
in
early
July
2015.

==> picture [179 x 45] intentionally omitted <==

Peter
Ashcroft

Director

Goldsearch
Limited