Announcement PDF 18 November 2019 RAIZ INVEST LIMITED (ASX:RZI) ASX announcement Not for release to US wire services or distribution in the United States Raiz Invest Limited - Share Purchase Plan (SPP) Raiz Invest Limited (Raiz) is pleased to offer its eligible Raiz shareholders in Australia and New Zealand the opportunity to participate in the Raiz Share Purchase Plan (SPP). The SPP is open to holders of fully paid ordinary shares in Raiz as at 7.00pm (Sydney time) on the record date of Friday 8th November 2019 and whose address on the share register is in Australia or New Zealand, provided that such shareholder is not in the United States or acting for the account or benefit of a person in the United States. The SPP is also being extended to eligible shareholders who are custodians, to participate in the SPP on behalf of certain eligible beneficiaries on the terms and conditions set out in the SPP booklet. The SPP is capped at $2 million and is not underwritten. Raiz may decide to scale back applications under the SPP in its absolute discretion. Full details of the SPP are contained in the attached SPP booklet. The SPP booklet and an application form are being mailed to eligible shareholders today. Applications for shares under the SPP open on Monday 18th November 2019 and close at 5.00pm (Sydney time) on Monday 2nd December 2019. Further details about Raiz can be accessed at https://raizinvest.com.au/InvestorCentre and about the SPP by contacting the Raiz share registry, Computershare Investor Services Pty Limited, on 1300 850 505 (callers within Australia) or + 61 3 9415 4000 (callers outside Australia) at any time between 8.30am and 5.00pm (Sydney time), Monday to Friday. Page 1 IMPORTANT NOTICE This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this announcement nor anything contained in it will form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities in the proposed offering have not been and will not be registered under the U.S. Securities Act of 1933, or under the securities law of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered or sold, directly or indirectly, in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This document may not be released to US wire services or distributed in the United States. A reference to $ in this announcement is to Australian Dollars. ENDS Investor & Media Enquiries: Brendan Malone - ir@raizinvest.com.au About Raiz Raiz Invest Limited (ASX: RZI) is Australia’s largest, mobile-first financial services platform designed to boost investing and savings in and outside of superannuation, available via the Raiz app or its website. Since launching in 2016 Raiz has achieved solid growth, amassing more than 1.1 million downloads, 747,000 signups, with over 204,000 active monthly customers and over $394 million funds under management as at 30 September 2019. Raiz was awarded Australia’s Investment Innovator of the Year at the 2017, 2018 and Investment Platform Innovator of the Year 2019 FinTech Business Awards and won the 2018 Australian FinTech Award for FinTech Innovation in Wealth Management (Robo-Advice). We were recently nomination for the 2020 Best New Innovation Award in superannuation by SuperRatings.The platform continues to grow with 13 new product releases since launch. For more information: www.raizinvest.com.au This document has been prepared for informational purposes only and is not intended to amount to financial product advice or a recommendation in relation to any investments or securities. You should not rely on it to make investment decisions. This document contains general factual information only and has not been independently verified. Any opinions or information expressed in the document are subject to change without notice. Page 2 RAIZ INVEST LIMITED (ASX:RZI) Share Purchase Plan (SPP) Offer Booklet You Should Read This Booklet In Full This Booklet contains important information. You should read this Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in Raiz or about the impact of the transactions described in this Booklet. This Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. If you apply for SPP Shares under the SPP, there is a risk that the market price of Raiz Shares may change between the date you apply for SPP Shares and the date when the SPP Shares are issued to you under the SPP. This means there is a risk that Raiz's market price at the time the SPP Shares are issued will be less than the SPP Issue Price. By applying for SPP Shares under the SPP, you will be acknowledging and accepting this risk. If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact Raiz's Registry, Computershare Investor Services Pty Limited, from 8.30am to 5.00pm Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). Participation in the SPP is only open to holders of fully paid ordinary shares in Raiz at 7.00pm (Sydney time) on Friday 8th November 2019 and whose address on the share register is in Australia or New Zealand. The SPP is also being extended to eligible shareholders of Raiz who are custodians to participate in the SPP on behalf of eligible beneficiaries on the terms and conditions set out in this Booklet. This Booklet is not for release or distribution in the United States or, except with the consent of Raiz, elsewhere outside Australia and New Zealand. Page 3 Letter from the Chairman Peter Anthony Fay 18 November 2019 ________________________________________________________________________________ Dear Shareholder On behalf of the Directors, I am pleased to offer you the opportunity to participate in Raiz Invest Limited's (Raiz) share purchase plan (SPP) which was announced on Monday 11th November 2019. The SPP provides each eligible Raiz shareholder the opportunity to subscribe for up to $30,000 worth of new, fully paid, ordinary shares in Raiz (SPP Shares), without incurring brokerage or other transaction costs. The SPP aims to raise up to $2 million and is not underwritten. Raiz may decide to scale back applications under the SPP at its absolute discretion. As announced on Monday 11th November 2019, Raiz recently undertook a placement of fully paid, ordinary shares to institutional and professional investors (Placement Shares) raising $6.02 million (Placement). Proceeds of the Placement will be used for working and regulatory capital to support the continued growth of the business both domestically and in Asia. The funds raised from the SPP are also intended to be applied by Raiz for this purpose. The SPP gives you the opportunity to increase your holding of fully paid ordinary shares in Raiz (Shares) at an issue price consistent with the issue price under the Placement. The issue price of the SPP Shares will be $0.86 per SPP Share, which is the price at which Placement Shares were issued to investors under the Placement. You may apply for a parcel of SPP Shares valued at any amount in multiples of $1,000 between $1,000 and $30,000. Applications may be scaled back at the absolute discretion of Raiz. Participation in the SPP is optional and open to Eligible Shareholders, being holders of fully paid ordinary shares in Raiz at 7.00pm (Sydney time) on Friday 8th November 2019 (the Record Date) and whose address on the share register is in Australia or New Zealand. The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of certain eligible beneficiaries on the terms and conditions set out in this booklet (Booklet). Your right to participate in the SPP is not transferable. All SPP Shares will rank equally with existing Shares. The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet. You must read these materials in their entirety and seek your own financial and taxation advice in relation to the SPP, before you decide whether to participate. Page 4 The SPP opens on Monday 18th November 2019 and is expected to close at 5.00pm (Sydney time) on Monday 2nd December 2019. SPP Shares are expected to commence trading on ASX on Friday 6th December 2019. To apply for SPP Shares, you must make a payment directly via BPAY. If you have any questions in relation to how to participate in the SPP, please contact Raiz's share registry, Computershare Investor Services Pty Limited from 8.30am to 5.00pm Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). If you have any questions in relation to whether an investment in Raiz through the SPP is suitable for you, please contact your stockbroker, accountant or other professional adviser. On behalf of the Board, I thank you for your continued support, and invite you to consider participating in the SPP. Yours sincerely Peter Anthony Fay Chairman Page 5 Important notice and disclaimer This Booklet does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters. The offer of SPP Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) which grants relief from the requirement for Raiz to provide prospectus disclosure in relation to the SPP. This Booklet is not a prospectus under Chapter 6D of the Corporations Act. New Zealand The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders at the Record Date with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand). This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Important information for Shareholders outside Australia and New Zealand This Booklet does not constitute an offer of securities in any place outside Australia or New Zealand. In particular, this Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The SPP Shares have not been and will not be registered under the US Securities Act of 1933, as amended, (the Securities Act) or the securities laws of any state or other jurisdiction of the United States. The SPP Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Because of these legal restrictions, you must not send copies of this Booklet or any other material relating to the SPP to any person resident in the United States or elsewhere outside Australia and New Zealand. Page 6 A Key Dates Record Date (the date that eligibility to participate in the SPP is determined) 7.00pm Friday 8th November 2019 Opening Date Monday 18th November 2019 Closing Date 5.00pm Monday 2nd December 2019 Issue of SPP Shares Thursday 5th December 2019 SPP Shares commence trading on ASX Friday 6th December 2019 Despatch of SPP Share holding statements Friday 6th December 2019 This timetable is indicative only and Raiz may, at its discretion, vary any of the above dates by sending a revised timetable to ASX. All times are Sydney times. Refer to the Glossary in Part D for a description of any capitalised terms that are used but not otherwise defined in this Booklet. Page 7 B Key SPP Information You should read this section in conjunction with the attached Terms and Conditions of the SPP. 1. What is the share purchase plan or SPP? The SPP is an offer to Eligible Shareholders of Raiz to each subscribe for up to $30,000 worth of SPP Shares without brokerage or other transaction costs. Under the SPP, Eligible Shareholders may each apply for SPP Shares in parcels valued at a minimum of $1,000 up to a maximum of $30,000 in multiples of $1,000. Applications may be scaled back at the absolute discretion of Raiz. 2. Do I have to participate in the SPP? No. Participation in the SPP is entirely voluntary. Before you decide whether to participate in the SPP, you should seek independent financial advice from your stockbroker, accountant or other professional adviser. If you do not wish to participate in the SPP, you do not need to take any action. If you do not participate in the SPP, you will receive no value or other benefit in respect of any SPP Shares to which you may have been entitled under the SPP. 3. What is the Issue Price of the SPP Shares? The Issue Price of the SPP Shares is $0.86 per SPP Share, which is the price at which Placement Shares were issued to investors under the Placement. If you apply for SPP Shares under the SPP, there is a risk that the market price of Shares may change between the date you apply for SPP Shares and the date when the SPP Shares are issued to you under the SPP. This means there is a risk that the market price of Shares at the time the SPP Shares are issued will be less than the Issue Price. By applying for SPP Shares under the SPP, you will be acknowledging and accepting this risk. Your application is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price. Page 8 4. Who is eligible to participate in the SPP? Shareholders who are registered holders of Shares at 7.00pm on Friday 8th November 2019 with a registered address in either Australia or New Zealand, provided that such Shareholder is not in the United States or acting for the account or benefit of a person in the United States (Eligible Shareholder). The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of Eligible Beneficiaries on the terms and conditions provided in this Booklet. 5. Can my offer under the SPP be transferred to a third party? No. The offer cannot be transferred. 6. How much can I invest under the SPP? Eligible Shareholders may apply for SPP Shares in parcels valued at a minimum of $1,000, and then in multiples of $1,000, up to a maximum of $30,000. The number of SPP Shares issued to an applicant will be rounded up to the nearest whole number after dividing the application monies by the Issue Price. Applications may be scaled back at the absolute discretion of Raiz. 7. How do I apply for SPP Shares? If you wish to participate in the SPP, you need to Pay via BPAY® To pay via BPAY you will need to: • be an account holder with an Australian financial institution; • use the personalised reference number shown on your Application Form which is required to identify your shareholding; and • ensure that your payment for the appropriate amount is received by the Registry before the SPP Closing Date of 5.00pm on Monday 2nd December 2019. You should take into account the cut-off times your financial institution has to ensure your payment is received in advance of the SPP Closing Date. You can only make payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions. Page 9 As you are paying via BPAY there is no need to return the Application Form, but you will be taken to have made the acknowledgements, representations, statements and certifications that are set out in the Application Form as well as in this Booklet. 8. What are the rights attached to SPP Shares issued under the SPP? SPP Shares will rank equally with other Shares as at the date of issue. 9. What do I do if I am a Custodian? The SPP is being extended to Eligible Shareholders who are Custodians and who wish to apply for SPP Shares on behalf of certain Eligible Beneficiaries. The SPP is being offered to Custodians as the registered Shareholder. Custodians are not required to participate on behalf of their Eligible Beneficiaries. Custodians may choose whether or not to extend the SPP to their Eligible Beneficiaries. If you wish to apply as a Custodian under the SPP to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit an additional "Custodian Certificate" that contains further certifications and details (as required under the terms of ASIC Instrument 2019/547)) before your application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (amongst other things) that each Eligible Beneficiary has not exceeded the $30,000 limit. To request a Custodian Certificate or for further information about the custodian application process, please contact Raiz's share registry, Computershare Investor Services Pty Limited, from 8.30am to 5.00pm Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). Each Custodian must not participate in the SPP on behalf of, and must not distribute this Booklet or any documents relating to this SPP to, any person in the United States. A custodian will be ineligible to participate in the SPP if their participation would be in breach of ASIC Instrument 2019/547. 10. Will I receive notification of my issue? Yes. Raiz currently intends to issue the SPP Shares on Thursday 5th December 2019. The Registry will send you a holding statement on or around Friday 6th December 2019 which will include details of the number of SPP Shares issued to you, your total holding of Shares and the Issue Price Page 10 of the SPP Shares. However, these dates are indicative only and may be varied by Raiz in its discretion. You can confirm your total holding of Shares by contacting the Registry from 8.30am to 5.00pm Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). 11. When can I trade my SPP Shares? You can trade your SPP Shares after the Issue Date. However, given the possibility that applications may be scaled back, you should confirm your holding on or after the Issue Date before trading any SPP Shares you believe you have acquired under the SPP. You can confirm your total holding of Shares by contacting the Registry from 8.30am to 5.00pm Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). 12. Where can I get more information on the SPP? If you have any questions in relation to how to participate in the SPP, please contact Raiz's share registry, Computershare Investor Services Pty Limited from 8.30am to 5.00pm Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia) or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in Raiz through the SPP is suitable for you, please contact your stockbroker, accountant or other professional adviser. 13. What will happen if the SPP is oversubscribed? The amount that each Eligible Shareholder can apply for under the SPP is capped at $30,000. The SPP aims to raise up to $2 million only. Raiz may decide to accept applications (in whole or in part) that result in the SPP raising less than this amount in its absolute discretion. Raiz may, at its absolute discretion, scale back the number of SPP Shares that will be allotted to individual Shareholders under this SPP. In the event that a scale back methodology is used, Raiz intends to base the scale back on each applicant's shareholding as at the Record Date, although the exact scale back method will be at the Board's discretion. Page 11 C Terms and Conditions of the SPP Important Notice If you participate in the SPP by making a payment by BPAY, you are accepting the risk that the market price of Shares may change between the Record Date, the date on which make a payment by BPAY, and the Issue Date. This means that, up to and/or after the Issue Date, you may be able to buy Shares on the ASX at a lower price than the Issue Price. Please read these terms and conditions carefully, as you will be bound by them in participating in the SPP. Shareholders accepting the SPP Offer will also be bound by the constitution of Raiz. The Important notice and disclaimer, Key Dates, and Key SPP Information sections of this Booklet form part of these terms and conditions. 1. Offer 1.1 Raiz Invest Limited (Raiz) offers each Eligible Shareholder the opportunity to subscribe for up to $30,000 worth of SPP Shares under the Share Purchase Plan (SPP) subject to and in accordance with the terms and conditions set out below. 1.2 In these terms and conditions, "SPP" means the offer in clause 1.1. 1.3 The SPP opens on Monday 18th November 2019 and closes at 5.00pm on Monday 2nd December 2019 (or such other date as Raiz determines, in its absolute discretion). 1.4 If you choose not to participate in the SPP, your right to participate lapses at the Closing Date, being 5.00pm on Monday 2nd December 2019 (or such other date as Raiz determines, in its absolute discretion). 1.5 The SPP is non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase SPP Shares to a third party. 1.6 The SPP to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions. 1.7 All references to $ or dollars in this Booklet are references to Australian dollars unless otherwise indicated. 1.8 All references to time are to Sydney time. Page 12 2. Eligible Shareholders 2.1 You are eligible to participate in the SPP if you: (a) were registered on the Register as a Shareholder at 7.00pm on Friday 8th November 2019 (Record Date); (b) have a registered address in either Australia or New Zealand at that time; and (c) are not in the United States and are not acting for the account or benefit of a person in the United States. 2.2 The SPP is also extended to Eligible Shareholders who are Custodians, in accordance with clauses 3.2 and 4.5 below. 2.3 The SPP is not made to Shareholders with a registered address outside of Australia or New Zealand. 3. Joint holders/Custodians 3.1 If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification given by any of them is taken to be a certification given by all of them. 3.2 Subject to these terms and conditions. Eligible Shareholders who are Custodians may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf the Custodian is holding Shares. 4. Applications for SPP Shares 4.1 Eligible Shareholders may apply for a minimum value of $1,000 of SPP Shares and a maximum value of $30,000 of SPP Shares, in multiples of $1,000. 4.2 No brokerage or other transaction costs will apply to the acquisition of SPP Shares. 4.3 Eligible Shareholders who wish to apply for SPP Shares must make a payment for the appropriate amount via BPAY in accordance with the instructions on the Application Form so that it is received prior to 5.00pm on Monday 2nd December 2019. 4.4 Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) Page 13 may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with an aggregate value of more than $30,000. 4.5 If you wish to subscribe for SPP Shares as a Custodian for one or more Eligible Beneficiaries, you must also complete and submit a Custodian Certificate that contains further certifications and details (required under the terms of ASIC Instrument 2019/547) before your application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. 4.6 Raiz and its officers and agents, may accept or reject your application for SPP Shares in whole or in part at their discretion including, without limitation, if: 4.7 (a) your application does not comply with these terms and conditions; (b) it appears you are not an Eligible Shareholder; (c) BPAY payment is not received by the Registry by the Closing Date; (d) it appears that you are applying to purchase more than $30,000 worth of SPP Shares in aggregate (including as a result of Shares you hold directly, jointly or through a custodian or nominee arrangement) or your application is not in multiples of $1,000; (e) payment of the application monies is not submitted in Australian currency; or (f) the amount of your BPAY payment is not equal to the amount of your application. If this occurs, Raiz will: (i) refund in full your application monies and not allot any SPP Shares to you; or (ii) allot to you the number of SPP 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 to you the excess of your application monies. If you are entitled to a refund of all or any of your application monies, the refund will be paid to you, without interest, as soon as is practicable by direct credit to your nominated account (as recorded on the Register). Page 14 5. Issue Price 5.1 The Issue Price will be $0.86 per SPP Share, which is the price at which Placement Shares were issued to investors under the Placement. 5.2 The current Share price can be obtained from the ASX at www.asx.com.au. 5.3 By applying for SPP Shares, you agree to pay the Issue Price per SPP Share for the number of SPP Shares calculated under clause 6.1 or, if there is a scale back, the number of SPP Shares calculated under clause 9. 6. Number of SPP Shares to be issued 6.1 If you apply for SPP Shares, you will apply for a certain value, rather than a certain number, of SPP Shares. If your application is accepted, Raiz will divide the value of your application monies by the Issue Price (as determined under clause 5.1) in order to determine the number of SPP Shares which, subject to scale back, will be issued to you. 6.2 If this calculation produces a fractional number, the number of SPP Shares issued will be rounded up to the nearest whole SPP Share. 6.3 Raiz will not issue SPP Shares to an applicant if the issue of those SPP Shares, either alone or in conjunction with the issue of Shares under any other applications, would contravene any law, the Corporations Act, the listing rules of the ASX or ASIC Instrument 2019/547. 7. Issue 7.1 SPP Shares will be issued on the Issue Date. 7.2 SPP Shares will rank equally with existing Shares as at the Issue Date. 7.3 Raiz will apply to ASX for the quotation of SPP Shares. It is anticipated that SPP Shares will be quoted on the ASX on or around Friday 6th December 2019. 7.4 The Registry will send you a holding statement, confirming the issue of SPP Shares, on or around Friday 6th December 2019. 8. Acknowledgements 8.1 By making a payment via BPAY, you: (a) are deemed to have accepted the SPP offer and you irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and Page 15 conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP; (b) warrant that all details and statements in your application are true and complete and not misleading; (c) agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn); (d) agree that your application is only effective when received by Raiz and not when payment is made; (e) warrant that you are an Eligible Shareholder and are eligible to lawfully participate in the SPP and apply for SPP Shares, in each case in accordance with these terms and conditions as well as any applicable laws; (f) acknowledge that no interest will be paid on any application monies held pending the issue of SPP Shares or subsequently refunded to you for any reason; (g) acknowledge that Raiz and its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions; (h) agree to pay the Issue Price per SPP Share up to the maximum value of your BPAY payment; (i) acknowledge and agree that: (i) you are not in the United States and are not acting for the account or benefit of a person in the United States; (ii) the SPP Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the SPP Shares may not be offered, sold or otherwise transferred without registration u