Plexure Group Limited (NZX: PX1) Special Meeting and Shareholder Offer Opens

Thursday 9th September 2021

Notice of Special Meeting of Shareholders

Notice is hereby given that a Special Meeting of Shareholders (Meeting) of Plexure Group Limited will be held on Friday, 24 September 2021 at 3.00pm (NZST). The purpose of the Meeting is to consider and vote on resolutions relating to the acquisition of TASK, the allotment of shares to the TASK vendors and associates, and the capital raising to partially fund the acquisition of TASK.

Due to the current uncertainty relating to restrictions associated with COVID-19, the Meeting will be held virtually via an online platform. Shareholders attending and participating at the Meeting virtually via the online platform will be able to vote and ask questions during the Meeting.

The Directors of Plexure commissioned Simmons Corporate Finance to prepare an Independent Adviser’s Report in relation to the acquisition of TASK. Shareholders are encouraged to read the Notice of Special Meeting, incorporating the Explanatory Memorandum and Independent Advisers Report, carefully and in their entirety as they contain important information on the proposed transaction and capital raise.

Copies of the Notice of Special Meeting materials, including Virtual Meeting Guide, Proxy Form, Explanatory Memorandum, and Independent Adviser’s Report are attached.

NZ$5.2 million Shareholder Offer Opens

Plexure announces the opening of applications for a NZ$5.2 million Shareholder Offer (Offer) to Eligible Shareholders. Eligible Shareholders are all persons recorded on Plexure's share register at 7.00pm (NZ time) on 8 September 2021 (Record Date) with a registered address in New Zealand and who have not participated in the Institutional Placement.

Under the Offer, Eligible Shareholders have the opportunity to apply for up to NZ$30,000 worth of new ordinary shares in Plexure (Offer Shares) on and in accordance with the Terms and Conditions in the Offer Document, without incurring brokerage or other transaction costs. The Offer is fully underwritten. The Offer involves private placements and is not a traditional share purchase plan.

The issue price of NZ$0.52 per Offer 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 3.7% discount to Plexure's closing share price of NZ$0.54 on NZX on 31 August 2021 (being the last trading day before the capital raising was announced) and the Issue Price represents a 25.7% discount to Plexure’s closing share price of NZ$0.70 on NZX on 7 September 2021 (being the trading day before the Record Date).

The Shareholder offer will close at 5.00pm (NZST) on Wednesday 22 September 2021 (unless the closing date is amended).

Funds raised through the Offer, together with the funds raised in the Institutional Placement undertaken on 1 September, will be used to partially fund the Company’s acquisition of leading Australian transaction platform provider TASK, as previously announced. Please refer to the Explanatory Memorandum and Independent Adviser’s Report for details of the rationale for the Acquisition.

Please see the links below for details

Special Meeting and Shareholder Offer Opens

Notice of Special Meeting

Appendix A - Virtual Meeting Guide

Appendix B - Proxy Form

Appendix C - Explanatory Memorandum

Appendix E - Independent Appraisers Report

Offer Document for Shareholder Offer

Source: Plexure Group Limited

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