Announcement PDF 26 February 2019 Dear Shareholder, Invitation to Participate in Share Purchase Plan On behalf of the Directors of Cirralto Limited (ACN 099 084 143) (the Company), I am pleased to offer for your consideration, the opportunity to participate in a Share Purchase Plan (Plan) (Offer). The Plan follows a successful placement of approximately 169,272,567 Shares at an issue price of $0.0095 per Share to sophisticated and professional investors, raising approximately $1,608,089 (before costs) (Placement). As announced on 6 February 2019, the Placement will settle in two tranches: (a) the first tranche settled on or about 14 February 2019, comprising 59,531,427 Shares issued under the Company’s placement capacity under ASX Listing Rule 7.1 and 39,687,640 Shares issued under the Company’s additional placement capacity under ASX Listing Rule 7.1A; and (b) subject to shareholder approval, the second tranche will settle in early April 2019, comprising 70,053,500 Shares. Subject to shareholder approval, certain directors of the Company who are Eligible Shareholders intend to participate under the Placement. The Company plans to issue up to 52,631,579 new Shares (subject to rounding) to raise a maximum of $500,000 (before issue costs) under the Plan. Applications will be accepted on a ‘first in, first accepted’ basis and will not be able to be withdrawn once made. The Offer will close on the earlier of Monday, 18 March 2019 and the date that the maximum amount of $500,000 has been raised. Together with the Placement, this will provide the Company with additional funds of approximately $2,108,089 to be used towards general working capital purposes to support the rollout of the Company’s Poolbox software solution across Australia and New Zealand and for further development work relating to the Australian certification of the Company’s payment solution in partnership with Westpay AB. The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to $15,000 worth of Shares at an issue price of $0.0095 per Share (Price), being a discount of 18% to the volume weighted average market price (VWAP) for the Shares over the last 5 days on which sales in the shares were recorded before the day on which the issue was announced. This Price is the same price as Shares were offered to sophisticated and professional investors under the Placement. The VWAP of Shares traded on the ASX during the 5 trading days immediately prior to the announcement date of the Offer was $0.01158. An outline of the Plan is set out in this letter and the enclosed Terms and Conditions. An application form for the Plan (Application Form) and reply-paid envelope are included in this package. Shareholders Eligible to Participate in the Plan The right to participate under the Plan is optional and is available exclusively to shareholders who are registered as holders of Shares at 7:00pm (AEDT) on the Record Date of 5 February 2019 and whose registered address is in Australia or New Zealand (Eligible Shareholders). Current Activities Details of the Company’s current activities are set out in the announcements made by the Company to the ASX and are available from the ASX, or the Company’s website at www.cirralto.com.au. How Much Can You invest? Eligible Shareholders may each apply for a maximum of $15,000 worth of Shares under the Plan. Whilst the Company intends to raise $500,000, the Company may accept additional applications subject to shareholder demand. However, the maximum number of Shares to be issued is limited by the Australian Securities Exchange (ASX) Listing Rules to a maximum of 148,828,654 Shares, being 30% of the Company’s share capital. Subscription and Application Procedure If you would like to participate in the Offer, you can either: • • complete the enclosed Application Form and send it together with your payment by cheque made payable to “Cirralto Limited” and drawn in Australian currency for the correct amount, to the Company’s share registry, Automic Group at GPO Box 5193 Sydney NSW 2001 to be received by the share registry no later than 5:00pm (AEDT) on the Closing Date of Monday, 18 March 2019. No late applications will be accepted; or make a BPAY®1 payment from your cheque or savings account by using the Biller Code and Reference Number shown on your Application Form which is required to identify your holding. If you have multiple holdings you will have multiple BPAY Reference Numbers. To ensure you receive your Shares under the Offer in respect of that holding you must use the specific Biller Code and Reference Number shown on each personalised Application Form when paying for any Shares that you may wish to apply for in respect of that holding. If you inadvertently use the same Reference Number for more than one of your applications, you will be deemed to have applied only for that application to which that Reference Number applies and any excess amount will be refunded. If you make your payment using BPAY® you do not need to return your Application Form. New Zealand holders will not be able to make a payment using BPAY®. Payments made by BPAY® received after 5:00pm (AEDT) on Monday, 18 March 2019 will not be accepted. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit. 1 ® Registered to BPAY Pty Ltd, ABN 69 079 137 518 Applicants should not forward cash and direct bank transfers are not permitted. Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan: Total amount payable Number of Shares which may be purchased Offer A $15,000 1,578,947 Offer B $10,000 1,052,632 Offer C $5,000 526,316 Offer D $2,500 263,158 Offer E $1,000 105,263 Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date of Monday, 18 March 2019. If the exact amount of money is not tendered with your application, the Company reserves the right to either: (a) return your Application Form and/or payment and not allot any Shares to you; or (b) allot to you the number of Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest. The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $15,000. No Underwriting The Plan is not underwritten. Custodians and Nominees Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of $15,000 worth of Shares in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details. Price of Shares The Price of Shares to be issued under the Plan is $0.0095 which is a discount of 18% to the VWAP for Shares over the last 5 days on which sales in Shares were recorded before the day on which the issue was announced. The VWAP of Shares traded on the ASX during the 5 trading days immediately prior to the announcement date of the Offer was $0.01158 You should note that the market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer. Acceptance of Risk Factors By making an application under this Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer. Additional Information and Important Dates This Offer of Shares under the Plan is made in accordance with ASIC Class Order 09/425 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth). The Offer cannot be transferred and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Shares allotted under the Plan will be issued no later than 10 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares. The maximum amount proposed to be raised under the Offer is $500,000. The Company, however, reserves absolute discretion regarding the final amount raised under the Plan, subject to the ASX Listing Rules. Although the Offer is made on a ‘first in, first accepted’ basis, in the event of oversubscription by the Closing Date the Directors may, in their absolute discretion, scaleback applications. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions. When determining the amount by which to scale back an application, the Company may take into account a number of factors, including the size of an applicant’s shareholding, the extent to which eligible shareholders have sold or bought additional shares after the Record Date and the date an application was made. Eligible shareholders are therefore encouraged to submit their applications early. If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest. Foreign Offer Restrictions This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. New Zealand Shareholders The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (NZ). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (NZ). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain. Shortfall Placement In the event that less than $500,000 is applied for, the full amount of the shortfall may be placed at the discretion of the Board, subject to compliance with the necessary legal requirements including without limitation shareholder approval for the purposes of ASX Listing Rule 7.1 (Shortfall Placement). Indicative Timetable Record Date for Share Purchase Plan Tuesday, 5 February 2019 Announce Share Purchase Plan Wednesday, 6 February 2019 Section 708A “Cleansing Notice” lodged with ASX in relation to the tranche 1 Placement Shares* Friday, 15 February 2019 Dispatch Offer Letters under the Share Purchase Plan to shareholders and release Offer Letter on the ASX Tuesday, 26 February 2019 Share Purchase Plan Opens Wednesday, 27 February 2019 Closing date for Share Purchase Plan Monday, 18 March 2019 ASX notified of under subscriptions and last day for Company to procure subscriptions under the Shortfall Placement Thursday, 21 March 2019 Lodge Appendix 3B, issue of new shares under the Share Purchase Plan* Monday, 25 March 2019 Quotation on ASX of new shares under the Share Purchase Plan Monday, 25 March 2019 General Meeting (at which the Company will seek shareholder approval of the Shortfall Placement) (if applicable) By Friday, 5 April 2019 Lodge Appendix 3B and section 708A “Cleansing Notice” in relation to, and issue new shares under, the Shortfall Placement (if applicable) By Friday, 5 April 2019 Quotation on ASX of new shares under the Shortfall Placement (if applicable) By Friday, 5 April 2019 * Please note that, due to the operation of paragraph 7(f)(i) of ASIC Class Order [CO 09/425] and given that the Company lodged with ASX a section 708A “Cleansing Notice” in respect of the tranche 1 Placement Shares less than 30 days before the offer of shares under the Plan, the Company is not required to lodge with ASX a further section 708A “Cleansing Notice” in respect of the new Shares issued under the Plan. These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Entitlement and Acceptance Forms as early as possible. Should you wish to discuss any information contained in this letter further, do not hesitate to contact the Company Secretary, Justyn Stedwell on +61 3 9191 0135. Yours faithfully Adrian Floate Managing Director Cirralto Limited CIRRALTO LIMITED (ACN 099 084 143) Shareholder Share Purchase Plan - Terms and Conditions Purpose The purpose of the Shareholder Share Purchase Plan (the Plan) is to offer shareholders of Cirralto Limited (Company) the opportunity to acquire additional fully paid ordinary shares in the Company (Shares) up to a maximum of $15,000 (when combined with any shares issued under any share purchase plan in the 12 months preceding the date of the Plan). The issue price under the Plan will be $0.0095 per Share, which is a discount of 18% to the volume weights average price for Shares over the last 5 days on which sales in the shares were recorded on the financial market operated by ASX Limited (ASX) before the day on which the issue was announced. The Shares will also be issued without the need to pay brokerage costs and without the need for the Company to issue a Prospectus. The Plan is governed upon such terms and conditions as the board of directors of the Company, in its absolute discretion, sees fit. Shareholders Eligible to Participate Holders of the Company’s Shares that are registered with an Australian or New Zealand address at the relevant record date are eligible shareholders (Eligible Shareholders) and may participate in the Plan, unless such registered shareholder holds shares on behalf of another person who resides outside Australia or New Zealand. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the Plan. Participation in the Plan is optional and is subject to these Terms and Conditions. Offers made under the Plan are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to take up any Shares offered under the Plan). Eligible Shareholders who wish to take up the Shares issued under the Plan agree to be bound by the Company’s constitution in respect of the Shares issued under the Plan. An offer may, at the discretion of the directors of the Company (Directors), be made under the Plan once a year. The maximum amount which any shareholder may subscribe for in any consecutive 12 month period is $15,000. The Directors may also determine in their discretion the minimum amount for participation, the multiple of Shares to be offered under the Plan and the period the offer is available to Eligible Shareholders. Custodians, Trustees and Nominees If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Class Order [CO 09/425] (refer below) (Custodian) or in any more specific ASIC relief granted to the Company in relation to the Plan), you may apply for up to the maximum of new Shares for each beneficiary for whom you act as custodian provided you annexe to your Application Form a certificate to the Company (Custodian Certificate) with the following information: • that you held the Company Shares on behalf of one or more other persons who are resident in Australia or New Zealand (each a Participating Beneficiary) at 5 February 2019 who have subsequently instructed you to apply for Shares under the Plan on their behalf; • the number of Participating Beneficiaries and their names and addresses; • the number of Shares that you hold on behalf of each Participating Beneficiary; • the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their behalf; • that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act plus the application price for any other the Company Shares issued to you as custodian for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $15,000; • that a copy of the written offer document was given to each beneficiary; and • where you hold shares on behalf of a beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian. For the purposes of ASIC Class Order [CO 09/425] you are a ‘custodian’ if you are a registered holder that: • holds an Australian financial services licence that allows you to perform custodian or depositary services or operate IDPS accounts; • is exempt under: (i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (the Regulations); or (ii) paragraph 7.6.01(1)(na) of the Regulations; or (iii) ASIC Class Order CO 14/1000 or ASIC Class Order CO 14/1001; or (iv) Schedule 2 to the ASIC Corporations (Repeal and Transitional) Instrument 2016/396; or (v) an instrument, not being a legislative instrument, made by ASIC and which applies to the person on terms similar to Schedule of the legislative instrument referred to in subparagraph (iv) above or any of the ASIC Class Orders repealed by that legislative instrument; or (vi) paragraph 911A(2)(h) of the Act; from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service; or • is a trustee of a self-managed superannuation fund; • is a trustee of superannuation master trust; • is a responsible entity of IDPS like scheme; or • is noted on the Company’s register of members as holding the shares on account of another person. If you hold the Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply. Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact Automic Registry Services at any time from 8:30am to 5:00pm (AEDT) Monday to Friday during the Offer period. The Company reserves the right to reject any application for the Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions. Price of Shares The price of the Shares to be issued under the Plan will be at a discount of 18% of the average market price for the shares over the last 5 days on which sales in the shares were recorded before the day on which the issue was announced. Applications and Notices At the discretion of the Directors, the Company will send Eligible Shareholders a letter of offer and acceptance procedures, inviting them to subscribe for the Shares under the Plan, and accompanied by these Terms and Conditions of the Plan and an Application Form. Applications will not be accepted after the closing date of the offer. Over subscriptions to an offer may be refunded without interest. Notices and statements made by the Company to participants may be given in any manner prescribed by its Constitution. Shortfall Placement Any shortfall from the Offer may be placed at the discretion of the Directors of the Company, subject to compliance with the necessary legal requirements including without limitation shareholder approval for the purposes of ASX Listing Rule 7.1. Issue of the Shares Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by the Directors of the Company in the relevant offer. Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue. Shareholding statements or CHESS notification will be issued in respect of all the Company Shares issued under the Plan. The Company will, promptly after the issue of the Company Shares under the Plan, make application for those the Company Shares to be listed for quotation on the official list of ASX. Modification and Termination of the Plan The Company may modify or terminate the Plan at any time. The Company will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination. Without limiting the above, the Company may issue to any person fewer Company Shares than the person applied for under the Plan if the issue of the Company Shares applied for would contravene any applicable law or the Listing Rules of ASX. Raising Amount and Scale Back The Company seeks to raise approximately $500,000. Although the Offer is made on a ‘first in, first accepted’ basis, in the event of an oversubscription by the closing date the Directors may, in their absolute discretion, scaleback any applications. If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest. When determining the amount by which to scale back an application, the Company may take into account a number of factors, including the size of an applicant’s shareholding, the extent to which eligible shareholders have sold or bought additional shares after the Record Date and the date an application was made. Eligible shareholders are therefore encouraged to submit their applications early. Dispute Resolution The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates. The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company. Questions and Contact Details If you have any questions regarding the Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Justyn Stedwell, Company Secretary on +61 3 9191 0135. All Registry Communication to: GPO Box 5193, Sydney NSW 2001 CIRRALTO LIMITED | ACN 099 084 143 1300 288 664 (within Australia) +61 2 9698 5414 (international) hello@automic.com.au www.automic.com.au SRN/HIN: [HolderNumber] ASX Code: CRO Record Date: 5 FEBRUARY 2019 SHARE PURCHASE PLAN APPLICATION FORM IMPORTANT: OFFER CLOSES 5.00PM (AEDT) ON MONDAY 18 MARCH 2019 (UNLESS LEGALLY VARIED) I/We being registered as the holder of Ordinary Shares in Cirralto Limited as at the above record date, do hereby apply for the number of New Ordinary Shares in Cirralto Limited as indicated below at the Offer Price of A$0.0095 per Share in accordance with the Terms and Conditions of the Cirralto Limited Share Purchase Plan. The minimum application amount is A$1,000. Cirralto Limited reserves the right to accept applications outside of these set application amounts. The maximum investment under the Offer is A$15,000. 1: SELECT THE VALUE OF SHARES APPLIED FOR (please mark “X” to indicate one choice only) Total amount payable Number of Shares purchased OFFER A A$15,000 1,578,947 OFFER C A$5,000 526,316 OFFER E A$1,000 105,263 Total amount payable Number of Shares purchased OFFER B A$10,000 1,052,632 OFFER D A$2,500 263,158 2: MAKE YOUR PAYMENT Payment by BPAY Biller Code: Ref No: [BpayCRN] Contact your financial institution to make your payment from your cheque or savings account. Payment by Cheque Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Cirralto Limited – SPP” and crossed “Not Negotiable”. Return your cheque and this application form to: Automic Group, GPO Box 5193 Sydney NSW 2001 by Closing Date. Cheque Number BSB Account Number - 3: PROVIDE YOUR CONTACT DETAILS Telephone Number ( ) Contact Name (PLEASE PRINT) Email Address SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible). INSTRUCTIONS FOR COMPLETION OF THIS FORM Participation in the Offer under the Share Purchase Plan is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the Company as at the record date and whose address is in Australia or New Zealand (Eligible Shareholders). The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over A$15,000.00. Shares allotted under the Plan will be issued as soon as practicable after the Closing Date of the Offer. If the Company rejects or scales-back an application or purported application, the Company will return to the Shareholder the relevant application monies, without interest. HOW TO APPLY FOR SHARES UNDER THE SPP 1 SELECT THE VALUE OF SHARES APPLIED FOR Select the value of New Shares you wish to apply for by placing an “X” alongside the dollar value of your choice. You can only indicate one choice. Should you indicate more than one choice then it will be at the discretion of the company as to which dollar value you will be deemed to have selected. 2 PAYMENT Payment by BPAY: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight). It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such shares for which you have paid. Payment by Cheque: Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Cirralto Limited – SPP” and crossed “Not Negotiable”. Please ensure sufficient funds are held in your account. If you provide a cheque for an incorrect amount the Company may treat you as applying for as many New Shares as your cheque will pay for. Return your cheque and this application form to Automic Group by 5.00pm (AEDT) on Monday, 18 March 2019 BY MAIL Cirralto Limited C/- Automic Group GPO Box 5193 Sydney NSW 2001 BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEDT) Automic Group Level 5 126 Phillip Street Sydney NSW 2000 3 PROVIDE YOUR CONTACT DETAILS Please enter a contact number we may reach you on between the hours of 9:00am and 5:00pm. We may use this number to contact you regarding your application for New Shares, if necessary. CERTIFICATION By making payment of the application monies, I/we hereby: • Acknowledge that I/we have read and understood the terms of the Share Purchase Plan; • Agree to be bound by the Terms of the Constitution of the Company and the Share Purchase Plan; • Agree to ac