Entitlement offer and strategic review update October 2012 Ron - - PowerPoint PPT Presentation

October 2012 Ron Baxter

Chairman

Geoff Lewis

Chief Executive Officer

Entitlement offer and strategic review update

Not for distribution in the U.S. or to U.S. Persons

Important notice and disclaimer

2 This investor presentation (Presentation) has been prepared by ASG Group Limited (ABN 57 070 045 117) (ASG). This Presentation has been prepared in relation to a pro rata accelerated non-renounceable entitlement offer of new ASG ordinary shares (New Shares), to be made to eligible institutional shareholders of ASG (Institutional Offer) and eligible retail shareholders of ASG (Retail Offer), under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by Australian Securities & Investments Commission (ASIC) class order 08/35 (together, the Entitlement Offer). Summary information This Presentation contains summary information about ASG, its subsidiaries and their activities, which is current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor should consider when making an investment decision or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. This Presentation should be read in conjunction with ASG’‚s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au. Not an offer This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC)

• r any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any
• jurisdiction. Any decision to purchase New Shares in the Retail Offer must be made on the basis of the information to be contained in a separate retail
• ffer booklet to be prepared and issued to eligible investors (Retail Offer Booklet). The Retail Offer Booklet for the Retail Offer will be available

following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the Retail Offer should consider the Retail Offer Booklet in deciding to apply under that offer. Anyone who wishes to apply for New Shares under the Retail Offer will need to apply in accordance with the instructions contained in the Retail Offer Booklet and the entitlement and application form which will accompany it. This Presentation does not constitute investment or financial product advice or any recommendation to acquire entitlements or New Shares and does not and will not form any part

• f any contract for the acquisition of entitlements or New Shares.

This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an

• ffer to buy, any securities in the United States or in any jurisdiction in which such an offer would be illegal. Neither the entitlements nor the New

Shares have been, and none of them will be, registered under the US Securities Act of 1933 (US Securities Act) or the securities laws of any state or

• ther jurisdiction of the United States. The entitlements may not be taken up by, and the New Shares may not be offered or sold to, directly or indirectly,

persons in the United States, unless they have been registered under the US Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable US state securities laws. The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute violation of applicable securities laws.

Important notice and disclaimer

3 Future performance This Presentation contains certain “”forward-looking statements”„. The words “”forecast”„, “”estimate”„, “”likely”„, “”anticipate”„, “”believe”„, “”expect”„, “”project”„, “”opinion”„, “”predict”„, “”outlook”„, “”guidance”„, “”intend”„, “”should”„, “”could”„, “”may”„, “”target”„, “”plan”„, “”consider”„, “”forecast”„, “”aim”„, “”will”„ and similar expressions are intended to identify forward-looking statements. Indications of and guidance on future earnings and financial position and performance are also forward-looking statements as are statements in this Presentation regarding the conduct and outcome of the Entitlement Offer and the use of proceeds. You are cautioned not to place undue reliance on forward-looking statements. While due care and attention has been used in the preparation of forward-looking statements, the statements, opinions and estimates in this Presentation, are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. The forward-looking statements contained in this Presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of ASG, and may involve significant elements of subjective judgement and assumptions as to future events, which may or may not be correct. Refer to the Key risk factors section of this Presentation for a summary of certain general and ASG specific risk factors that may affect ASG. Actual results, performance or achievements may vary materially from forward- looking statements and the assumptions on which such statements are based. Investors should consider the forward-looking statements contained in this Presentation in light of those disclosures. The forward-looking statements are based on information available to ASG as at the date of this

• Presentation. Except as required by law or regulation (including the ASX Listing Rules), ASG undertakes no obligation to provide any additional or

updated information whether as a result of new information, future events or results or otherwise. Past performance Investors should note that past performance, including past share price performance and pro-forma historical information cannot be relied upon as an indicator of (and provides no guidance as to) future ASG performance including future share price performance. Disclaimer None of the underwriters, nor any of their or ASG’‚s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. For the avoidance of doubt, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any statement in this Presentation and there is no statement in this Presentation that is based on any statement by any of them. To the maximum extent permitted by law, ASG, the underwriters and their respective advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, including without limitation for negligence

• r for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and the information in this

Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

Important notice and disclaimer

4 To the maximum extent permitted by law, each of ASG, the underwriters and their respective advisers and affiliates, related bodies corporate, directors,

• fficers, partners, employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or

completeness of information in this Presentation and take no responsibility for any part of this Presentation or the Entitlement Offer. The underwriters and their respective advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning the Entitlement Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriters, the advisers

• r any of their affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Entitlement Offer and you further

expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this Presentation are made only as at the date of this

• Presentation. The information in this Presentation remains subject to change without notice. ASG reserves the right to withdraw the Retail Offer and/or

vary the timetable for the Institutional Offer or Retail Offer without notice. Not investment advice Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of ASG and the impact that different future outcomes may have on ASG. This Presentation has been prepared without taking account of any person’‚s objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own

• bjectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. ASG is not licensed to provide

financial product advice in respect of ASG shares. Cooling off rights do not apply to the acquisition of New Shares under the Entitlement Offer. Investment risk An investment in ASG shares is subject to known and unknown risks, some of which are beyond the control of ASG, including possible loss of income and principal invested. ASG does not guarantee any particular rate of return or the performance of ASG nor does it guarantee the repayment of capital from ASG or any particular tax treatment Investors should have regard to the risk factors outlined in this Presentation when making their investment decision. Financial data All dollar values are in Australian dollars (A$) unless otherwise stated. Investors should note that this Presentation contains pro-forma financial information for ASG as at 30 June 2012 to reflect the effect of the equity raising. Such pro-forma financial information has been prepared by ASG in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory reporting requirements in Australia. Investors should also note that the pro-forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. Financial data is presented at actual foreign exchange rates unless otherwise stated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculations of these figures may differ from figures set out in this Presentation. Unless specifically indicated in this Presentation, the financial information contained in this Presentation has not been audited, examined or otherwise reviewed in accordance with Australian Auditing Standards.

•‣ ASG Group Limited (“”ASG”„ or “”the Group”„) today announces a 1 for 6 accelerated non-renounceable pro-rata entitlement offer of 29.5 million new fully paid ordinary shares ("New Shares") to raise approximately $15.4 million (“”Entitlement Offer”„) •‣ The Entitlement Offer will comprise an accelerated Institutional Entitlement Offer ("Institutional Offer") and a Retail Entitlement Offer ("Retail Offer") •‣ Both the Institutional Offer and the Retail Offer are fully underwritten by UBS AG, Australia Branch •‣ The proceeds of the Entitlement Offer will be used to:

− strengthen the Group's working capital position − promote greater financial and operational flexibility − reduce core term debt towards a target of 1.0x EBITDA¹

•‣ Following completion of the Entitlement Offer, net debt will be reduced to $32.0 million², reflecting gearing of 19.5%³ and net debt / 2012A EBITDA of 1.10x4

Overview of the entitlement offer

5 Notes: 1. Core term debt is debt with a maturity of greater than one year and excludes ASG’‚s working capital facilities 2. Net debt comprises interest-bearing facilities and lease liabilities less cash and cash equivalents. . Includes costs associated with the Entitlement Offer 3.. Gearing defined as net debt / (net debt plus equity). Includes costs associated with the Entitlement Offer 4. Net debt /2012A EBITDA based on reported EBITDA of $29.0 million. Includes costs associated with the Entitlement Offer

•‣ 1 for 6 accelerated non-renounceable pro-rata entitlement offer ("Entitlement Offer") to raise approximately $15.4 million •‣ Fully underwritten by UBS AG, Australia Branch •‣ Issue of 29.5 million new ASG ordinary shares (“”New Shares”„)

Details of the entitlement offer

Size and structure Offer price Institutional Offer Retail Offer Ranking

•‣ $0.52 per New Share, representing:

−

23.0% discount to ASG’‚s closing price on Wednesday, 17 October 2012

−

20.4% discount to TERP¹

Note: TERP is the theoretical price at which shares in ASG should trade immediately after the ex-date of the Entitlement Offer . The TERP isa theoretical calculation only and the actual price at which shares in ASG trade immediately after the ex-date of the Entitlement Offer will depend on many factors and may not be equal to the TERP . The TERP iscalculated by reference to ASG’‚s closing price of $0.675 per share

• n 17 October 2012, being the last trading day prior to the announcement of the Entitlement Offer

•‣ To be conducted on Thursday, 18 October 2012 •‣ Institutional entitlements not taken up by institutional shareholders and entitlements of ineligible institutional shareholders will be placed into the institutional shortfall bookbuild •‣ Shareholders will not receive any proceeds from the sale of New Shares in respect of institutional entitlements •‣ Retail Offer opens on Monday, 29 October 2012 and closes Tuesday, 13 November 2012 •‣ Shareholders will not receive any proceeds from sale of entitlements not taken up and ineligible shareholders will also not receive any proceeds for the sale of New Shares in respect of entitlements •‣ New Shares issued under the Entitlement Offer will rank equally with existing shares

6

Indicative Entitlement Offer timetable

Event Date

Announcement of Entitlement Offer Thursday, 18 October 2012 Record Date (7pm, AEDT) Tuesday, 23 October 2012 Retail Offer opens Monday, 29 October 2012 Settlement of Institutional Offer Wednesday, 31 October 2012 Issue of New Shares under the Institutional Offer Normal trading of New Shares issued under the Institutional Offer commences Thursday, 1 November 2012 Retail Offer closes (5pm, AEDT) Tuesday, 13 November 2012 Announcement of Retail Offer results Friday, 16 November 2012 Settlement of Retail Offer Tuesday, 20 November 2012 Issue of New Shares under the Retail Offer Wednesday, 21 November 2012 Normal trading of New Shares issued under the Retail Offer commences and mailing of updated CHESS notices and issuer sponsored holding statements completed Thursday, 22 November 2012

Note: The above timetable is indicative only and subject to change. ASG reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the Australian Securities Exchange (“” ASX”„) Listing Rules and other applicable laws. In particular , ASG reserves the right to extend the closing date of the offers,to accept late applications either generally or in particular cases or to withdraw the offers without prior notice. The commencement of quotations of New Shares is subject to confirmation from ASX. All references in announcement are to Sydney time 7

Entitlement Offer impact

Notes: 1. Adjusted for the payment of the 2012 Deferred Vendor Payments (“”DVP”„) relating to the acquisition of its Capiotech and Progress Pacific businesses completing the planned acquisition process and the reinvestment by the vendors of a portion of the proceeds as share capital in ASG Group as announced on ASX on 5 September 2012 . This transaction involved shares to a value of approximately $4 million. The shares were issued at $0.81 per share leading to the issue of approximately 5 million new shares 2. Pro forma for Entitlement Offer includes costs associated with the Entitlement Offer . Net debt comprises interest-bearing facilities and lease liabilities less cash and cash equivalents. Gearing defined as net debt / (net debt plus equity) 8

$m Pro forma Impact of Entitlement Offer 30 June 2012 Deferred Vendor Payments and Share Placement¹ Entitlement Offer² Share capital structure Ordinary shares outstanding (m) 172.2 177.2 206.7 Summary financial position Total interest bearing liabilities (incl. finance leases) 34.7 50.7 50.7 Less: proceeds from share placement¹

• 4.1

4.1 Less: proceeds from Entitlement Offer²

• 14.6

Total net debt ($m) 34.7 46.6 32.0 Total equity (book value) 113.5 117.6 132.2 Total capital 148.2 164.2 164.2 Gearing ratio 23.4% 28.4% 19.5%

1.61x 1.10x 1.0x 1.2x 1.4x 1.6x 46.6 32.0 10 20 30 40 50 28.4% 19.5% 0% 5% 10% 15% 20% 25% 30%

Summary of facilities

Size Term Expiry Facility ($m) As at 30 June 2012 DVP and Share Placement¹ Entitlement Offer²

Term debt 18.4 17.4 17.4 Fixed May 17 Acquisition facility 18.5 16.3 16.3 Fixed Aug 17 Working capital revolving facilities 22.2 22.0 19.0 Variable

Notes: 1. Includes adjustment for the payment of the 2012 Deferred Vendor Payments (“”DVP”„) relating to the acquisition of its Capiotech and Progress Pacific businesses completing the planned acquisition process and the reinvestment by the vendors of a portion of the proceeds as share capital in ASG Group as announced on ASX on 5 September 2012 . This transaction involved shares to a value of approximately $4 million. The shares were issued at $0.81 per share leading to the issue of approximately 5 million new shares 2. Pro forma for Entitlement Offer includes costs associated with the Entitlement Offer . Net debt comprises interest-bearing facilities and lease liabilities less cash and cash equivalents. Gearing defined as net debt / (net debt plus equity). Net debt /2012A EBITDA based on reported EBITDA of $29.0 million 9

Net debt ($m) Gearing (%) Net debt / 2012A EBITDA (x)

As at 30 June 2012 adjusted for DVP¹ Pro forma for Entitlement Offer and DVP²

•‣ Strategic review announced 25 September 2012 •‣ ASG today announces that it has received an indicative, non-binding and conditional proposal (Proposal) from a significant participant in the IT Services market for $1.03¹ per share •‣ While ASG remains in discussions regarding the Proposal and limited due diligence information has been provided, there is no guarantee that a binding proposal will be forthcoming •‣ The Entitlement Offer will ensure that ASG has the appropriate balance sheet structure to continue to pursue its growth strategy whilst investigating all available options on behalf of shareholders, including alternative proposals •‣ The ASG Board remains confident in the outlook for securing new business given strategic investments in Cloud services and recent success with new contract wins. Consistent with the market update provided on 25 September 2012, the ASG Board expects FY2013 revenue growth in excess of 15% •‣ In compliance with its continuous disclosure obligations, ASG will inform the market on further developments as appropriate

Strategic review update

10 Note: 1. ASG notes that this price is based on a number of assumptions. ASG also notes that the Proposal is uncertain, subject to duediligence and highly conditional

New contract wins and renewal activity •‣ ASG continues to experience robust growth in tender activity with active opportunities of $363 million (including $123 million in Cloud services, up 14% from 30 June 2012) •‣ Much of this bid activity is close to decision, with a total of $85 million classified as being, short- listed, due diligence or final negotiations •‣ Year to date new contract wins are expected to contribute $17 million to FY2013 revenue Current revenue run-rate ($m)

Update on operations

11

100 125 150 175 200 FY12 revenue Full year contribution from contracts won in FY12 New contract wins Net future wins $ million // 150.3 4.4 17.0

Balance sheet management •‣ ASG is currently in advanced discussions regarding the prospective sale and lease back of its data centre facilities, which together with proceeds from the Entitlement Offer, is expected to provide ASG with the financial strength to fund growth in the context of its current and future pipeline, regardless of the outcome of the Strategic Review Suspension of the Dividend Reinvestment Plan •‣ In light of the Entitlement Offer, the Board of ASG has resolved to suspend the Dividend Reinvestment Plan (“”DRP”„) in respect of the final dividend for the year ended 30 June 2012 •‣ Shareholders who had elected to participate in the DRP for the final dividend will instead receive a cash payment distribution paid by cheque or direct credit according to the most recent payment instructions for the respective shareholding •‣ The dividend will be paid to shareholders on 31 October 2012

Update on operations (continued)

12

13

•‣ The Entitlement Offer has been launched to raise approximately $15.4 million to provide the capital ASG requires to ensure that the Group is adequately funded and has the appropriate debt to equity structure regardless of the outcome of the Strategic Review •‣ ASG has the support of its lenders in the execution of the Entitlement Offer and in the strategy to strengthen the Group's balance sheet •‣ While ASG remains in discussions regarding the Proposal, there is no guarantee that a binding proposal will be forthcoming

Summary

Appendix A Key risks

Key risks

Risk Detail

Outcome of the Strategic Review The Group is undergoing a Strategic Review and has received an indicative, non-binding and conditional Proposal. While ASG currently remains in discussions regarding the Proposal, there is no guarantee that a binding proposal will be forthcoming. There can be no certainty a final binding proposal will be made, or that it will be made at the same price as the indicative, non-binding and condition

• Proposal. If a final binding offer is put to shareholders for consideration, the process for implementing a transaction will take several

months from the date of receipt of any final binding proposal. As part of the Strategic Review, the Entitlement Offer will ensure that ASG has the appropriate balance sheet structure to continue to pursue its growth strategy whilst investigating all available options on behalf of shareholders, including alternative proposals Risk in relation to the Proposal ASG has received an indicative, non-binding and conditional Proposal. There is a risk that in disclosing the existence of this Proposal and undertaking the Entitlement Offer, the Proposal falls away. The Board of ASG has determined that it is in the best interest of its shareholders to be able to fund growth in the context of its current and future pipeline, and operate as a standalone company regardless of the outcome of the Proposal. The price per share of any proposal would need to be adjusted to account for New Shares though this adjustment does not impact value of investment for shareholders taking up their Entitlement under the offer Financing Risks The availability of capital to suit the Group’‚s financing needs may be impacted by factors in financial markets beyond the Group’‚s control, such as changes in interest rates and capital market liquidity Contract risk The Group has a number of long and short term contracts with customers. If a major customer changed IT service provider or reduced its requirements for outsourcing services, this may have a material impact on the financial performance of the Group Tender risk The Group generates revenue on a contract by contract basis. The Group is currently in tender for a number of contracts. The award or loss of a tender is expected to have material impact on the financial performance of the Group Competition risk Recent investments by ASG have been made to position the Group to compete for larger scale (>$100 million) contracts. These contracts have significant capital requirements. In competing for these contracts, there is a risk that the Group lose contracts to multi- national firms with greater capacity to fund these increased capital requirements Execution of strategy The Group has made significant investment in Cloud services to position the company to address expected demand towards Cloud supported solutions. There are a number of risks inherent in the execution of this strategy, including the risk that the transition by clients towards Cloud services is slower than expected 15

Key risks

Risk Detail

Technology changes The information technology industry is constantly evolving with new technologies and products which could act as substitutes for the products or services offered by the Group. There is no guarantee that the Group can effectively keep up with changes in technological developments and failure to keep pace with changes in technology could result in the Group’‚s business finding it increasingly difficult to compete in its chosen target segments Information technology The information technology industry is heavily dependent upon technology for the delivery of the various services made available to customers and the Group has invested significantly in the Cloud systems and services. Should these systems not be adequately maintained, secured or updated, or the Group’‚s disaster recovery processes not be adequate, system failures may negatively impact on the Group’‚s performance Sustainability of growth The continued growth in sales and profitability of the Group is dependent upon a number of factors, including the Group’‚s ability to win new customers on a profitable basis and to retain and grow revenues from existing customers. This organic growth is conditional upon the continued improvements in performance of the Group’‚s various sales channels, the ongoing achievement of sales objectives by the Group’‚s existing sales teams and the provision of a consistent high quality customer service experience. If any of these growth factors were negatively impacted and growth was impaired then the financial performance and reputation of the business would be negatively impacted Security or privacy of data The protection of customer, employee, third party and company data is critical to the Group’‚s operations. The Group has access to a significant amount of customer, employee and third party information, including through its database of customers. The legal and regulatory environment surrounding information security and privacy is increasingly complex and demanding. Customers, employees and third parties such as suppliers also have high expectations that the Group will adequately protect their personal information. A breach of customer, employee, third party or company data could attract significant media attention, damage the Group’‚s customer or supplier relationships and reputation and ultimately result in lost sales, penalties or litigation. This could have a material adverse effect

• n the Group’‚s future financial performance and financial position

Relationship with suppliers The Group’‚s ability to provide its cloud services and products is highly dependent on securing wholesale services from its carrier

• suppliers. The business of the Group could be materially impacted if any of the wholesale providers were unable to provide services as

contracted or made a decision to supply services on unfavourable terms. If the Group’‚s carrier suppliers failed to supply the services, or changed terms to be less favourable than those currently offered to the Group, this change might materially impact upon the financial performance of the Group Credit risk The Group has customers which pay in arrears which means that the Group bears the risk of those customers defaulting on their payment obligations. This results in a loss of revenue for the Group to the extent that if those debts are irrecoverable and also creates additional expenses for the Group in seeking to enforce these obligations 16

Key risks

Risk Detail

Dividends The payment of dividends on ASG’‚s shares is dependent on a range of factors including the profitability of its group, the availability of cash, capital requirements of the business and obligations under debt instruments. Any future dividend levels will be determined by the ASG Board having regard to its operating results and financial position at the relevant time. That said, there is no guarantee that any dividend will be paid by ASG or, if paid, that they will be paid at previous levels Reliance on key personnel The Group is reliant on retaining and attracting quality senior executives and other employees. The responsibility of overseeing day-to- day operations and the management of the Group is concentrated amongst a small number of key employees. Some of those employees have been instrumental in the establishment and operation of the Group and its relationships with third party contractors. The loss of the services of any of ASG's key employees, including key sales employees and technicians, or the inability to attract new qualified personnel, could adversely affect operations. There can be no guarantee that key personnel will remain with ASG Economic conditions Adverse changes in economic conditions such as economic growth, interest rates, employment levels, consumer demand, consumer and business sentiment, market volatility, exchange rates, inflation, government policy, international economic conditions and employment rates amongst others are outside the Group's control and have the potential to have an adverse impact on ASG and its

• perations

Risks associated with investment in equity capital There are general risks associated with investments in equity capital. The trading price of shares in ASG may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market price for the new shares being less or more than the offer price. Generally applicable factors which may affect the market price of shares include: general movements in Australian and international stock markets, investor sentiment, Australian and international economic conditions and outlook, changes in interest rates and the rate of inflation, changes in government regulation and policies, and geo-political instability, including international hostilities and acts of terrorism. No assurances can be given that the new shares will trade at or above the offer price. Non of ASG, its Board or any other person guarantees the market performance of the new shares Regulatory risks The Group is exposed to any changes in the regulatory conditions under which it operates. Such regulatory changes can include, for instance, changes in: •‣ taxation laws and policies; •‣ accounting laws, policies, standards and practices; •‣ laws and regulations that may impact upon the operations and processes of ASG; and •‣ employment laws and regulations, including laws and regulations relating to occupational health and safety 17

Appendix B International Offer jurisdictions

International Offer jurisdictions

19 This document does not constitute an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below. Hong Kong WARNING: This document has not been registered by the Registrar of Companies in Hong Kong nor has it been authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance of the Laws of Hong Kong (the “”Ordinance”„). The shares may only be offered or sold in Hong Kong to persons who are “”professional investors”„ as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies Ordinance of Hong Kong and the Ordinance. In addition, this document may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the shares may not be disposed of to any person unless such person is outside Hong Kong, such person is a “”professional investor”„ as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance. No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons

• utside Hong Kong or only to professional investors (as defined in the Ordinance and any rules made under that ordinance). No person allotted New Shares may

sell or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). The New Shares in the Entitlement Offer are not being offered or sold to the public in New Zealand and no member of the public in New Zealand may accept the Entitlement Offer other than existing shareholders of the Company with registered addresses in New Zealand as at the Record Date to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any

• ther applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’‚s shares, (ii) an "institutional investor" (as defined in the SFA)

• r (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above,

please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

International Offer jurisdictions

20 Switzerland The New Shares may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer

• f the New Shares being a public offering in Switzerland within the meaning of the Swiss Code of Obligations. The New Shares and will not be listed on the SIX

Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any

• ther offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory

• authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority

(FINMA). This document is personal to the recipient only and not for general circulation in Switzerland. United Kingdom Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published

• r is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section

86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. United States This document has not been registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States of America (“”US”„). This document must not be taken to constitute an offer to sell or a solicitation of an offer to buy securities in the US and must not be distributed or released to any US person or to any person acting for the account or benefit of a US Person (within the meaning of the U.S. Securities Act of 1933) unless an exemption from registration is available under the US Securities Act of 1933. Persons who come into possession of this document should seek advice on and

• bserve such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

The offer and sale of New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the US, and the New Shares may not be offered, sold, pledged or otherwise transferred in the US or to, or for the account and benefit of, any US Person without registration under the U.S. Securities Act or unless the New Shares are offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from,

• r not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state or any other jurisdiction in the US.