Notice of special meeting of shareholders

Notice is hereby given that an extraordinary meeting of shareholders (Meeting) of Plexure Group Limited will be held on Friday, September 24, 2021 at 3:00 p.m. (NZST). The purpose of the General Meeting is to examine and vote on the resolutions relating to the acquisition of TASK, the allocation of shares to sellers and associates of TASK and the raising of funds to partially finance the acquisition of TASK. .

Due to the current uncertainty over COVID-19 restrictions, the meeting will be held virtually via an online platform. Shareholders present and participating in the Meeting virtually via the online platform will be able to vote and ask questions during the Meeting.

The directors of Plexure have instructed Simmons Corporate Finance to prepare an independent advisor’s report regarding the acquisition of TASK. Shareholders are encouraged to read carefully and in its entirety the Notice of Special Meeting, incorporating the Explanatory Memorandum and the Report of the Independent Advisors, as it contains important information about the proposed transaction and the increase in capital.

Copies of the notice of special meeting documents, including the virtual meeting guide, form of proxy, explanatory memorandum and report of the independent advisor are attached.

New Zealand $ 5.2 million shareholder offer opens

Plexure announces the opening of nominations for a shareholder offer of NZ $ 5.2 million (the offer) to eligible shareholders. Eligible Shareholders are all persons registered in the Plexure share register at 7:00 p.m. (New Zealand time) on September 8, 2021 (Date of registration) with an address registered in New Zealand and who have not participated in the Institutional Placement. .

In connection with the Offer, Eligible Shareholders have the opportunity to request up to NZ $ 30,000 in new ordinary shares of Plexure (Offered Shares) in accordance with the Terms and Conditions of the Offer Document, without incurring brokerage fees. or other transaction fees. The Offer is fully subscribed. The Offer involves private placements and is not a traditional stock purchase plan.

The issue price of NZ $ 0.52 per Offered Share is the same as the price paid by investors in the Institutional Placement (at a fixed exchange rate of NZ $ 1.00 = AU $ 0.9615). The issue price represents a discount of 3.7% from the closing price of the Plexure share of NZ $ 0.54 on NZX on August 31, 2021 (i.e. the last trading day before the announcement of the capital increase) and the issue price represents a discount of 25.7% compared to the closing price of the Plexure share of NZ $ 0.70 on NZX on September 7, 2021 (i.e. the trading day before the date recording).

The shareholder offer will close at 5:00 p.m. (NZST) on Wednesday September 22, 2021 (unless the closing date changes).

The funds raised under the Offer, as well as the funds raised under the institutional placement made on September 1, will be used to partially finance the Company’s acquisition of the main Australian provider of TASK trading platforms, such as previously announced. Please refer to the explanatory memorandum and report of the independent advisor for further details on the rationale for the acquisition.

Please see the links below for more details

Opening of the Special Meeting and of the shareholder offer

Notice of extraordinary meeting

Appendix A – Virtual Meeting Guide

Annex B – Form of proxy

Annex C – Explanatory memorandum

Annex E – Report of the independent evaluators

Offer document for the shareholder offer

Source: Plexure Group Limited

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