Novita Healthcare Limited ACN 108 150 750
Non-Renounceable Rights Issue Offer Document
Non-renounceable rights issue of 1 Share for every for every 6 Shares held at an issue price of
$0.030 per New Share to raise approximately $1,024,192 (before costs) made pursuant to section s708AA(2) Corporations Act 2001
Eligible Shareholders may also apply for additional New Shares in excess of their full
entitlement that are not subscribed for by other eligible shareholders (Shortfall Shares) under the Top-Up Facility.
The Offer opens on 20 July 2017.
Valid acceptances must be received by 5.00pm (AEST) 18 August 2017
his document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.
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CORPORATE DIRECTORY Directors Iain Kirkwood (Executive Chairman) Jefferson Harcourt (Non-Executive Director) Mark Simari (Non-Executive Director)
Share Registry Automic Registry Services PO Box 2226, Strawberry Hills NSW 2012 Telephone: 1300 288 664 (local) +61 2 9698 5414 (international) Email: [email protected]
Company Secretary John Osborne
Registered Office aSuite G02, 1 Crescent Road, Glen Iris VIC 3146 Telephone: +61 2 82437500 Email: [email protected] Website: www. novitahealthcare.com.au
Lead Managers to the Offer Shaw and Partners Level 20, 90 Collins Street, Melbourne VIC 3000
# The name of the Share Registry and Lead Managers are included for information purposes only. They have not been involved in the preparation of this Offer Document
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Novita Healthcare Limited ABN 53 108 150 750
Suite G02, 1 Crescent Road, Glen Iris VIC 3146
T_ 1300 082 013 novitahealthcare.com.au
EXECUTIVE CHAIRMAN'S LETTER
Dear Shareholder
On behalf of the Board, I am pleased to invite you to participate in the pro-rata, non-renounceable share rights issue offering one new fully paid ordinary share in the Company (New Shares) for every six existing Shares held by you on the Record Date, 7.00pm (AEST) on 18 July 2017, at an issue price of $0.03 per New Share (Offer) to raise up to approximately $1.0 million before costs.
Funds raised from the Offer (after costs) will be used to: • support the commercial roll-out of TALI Train in H1FY18; • expand the Newly platform to commercial scale and support national rollout.
The Company recently reported (3 July 2017) significant progress towards the commercial launch of TALI Train over the last six months, with a number of key milestones achieved. TALI Train is a breakthrough program to improve childhood attention and learning outcomes. Educators and clinicians have responded positively to their use of the Beta version of TALI Train as documented in a recent video which is on the Company’s website (http://talihealth.com/ - Home Page, TALI Training Program)
Our latest acquisition, Newly, is an innovative, online marketplace connecting care and support professionals with people and organisations. It is scalable and cost effective.
Novita is strategically focussed on scalable health technology opportunities. Our foundation investment in TALI Health is optimally positioned at the forefront of a large unmet opportunity in child community care with growth via near term commercialisation. Our new investment, Newly, represents an expansion into the growing aged care segment of community care. The Company will continue to evaluate the pipeline of potential innovative health technology opportunities placing it in an exciting phase of growth.
The directors have decided to price the Offer at $0.03 per share (Issue Price) which is the same as that offered in the $2.5million Placements announced on 12 July 2017 to sophisticated and professional investors. It represents a $0.002 or 7% discount to the last trade price as at the close of trading on 7 July, 2017, being the last day of trading of Novita shares before the Offer was announced.
Under the Offer, existing shareholders the opportunity to fully subscribe for their entitlement to New Shares ahead of any new shareholders that may be invited to invest in the Company via the Shortfall Facility.
Further information about Novita is also contained in the Investor Presentation which was released to the ASX on 12 July 2017 and forms part of this Offer Document (See Section 6). A copy of the Investor Presentation is also available from the ASX website (www.asx.com.au) and on Novita’s website (www.novitahealthcare.com.au).
Overview of Offer The Offer is being made to all eligible shareholders (Eligible Shareholders) who are registered as a holder of Novita Shares at 7.00pm (AEST) on Tuesday 18 July 2017 (Record Date).
Under the Offer, Eligible Shareholders have the opportunity to subscribe for one (1) New Share for every six (6) Shares of which they are the registered holder at 7.00pm (AEST) on the Record date at an issue price of $0.03 per New Share. The Offer is non-renounceable and is not underwritten.
Eligible Shareholders are also invited to apply for additional New Shares in excess of their Entitlement under the Top-Up Facility if there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Offer.
Action you should take Accompanying this Offer Document is your Entitlement and Acceptance Form which contains details of your Entitlement. It is important that you determine whether to take up, subscribe for any shortfall or do nothing in respect to your Entitlement.
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The offer closes at 5.00pm (AEST) on Friday 18 August 2017. To participate you need to ensure you have completed your application by paying application monies by BPay®, or lodging your Entitlement and Acceptance Form with your Application Monies so that they are received before this time.
Your Board commends this Offer to you and thanks you for your continued support of Novita.
Yours sincerely
Iain Kirkwood Executive Chairman Novita Healthcare Limited
Important Indicative dates Date Event 12 July 2017 Announcement of Newly Pty Ltd acquisition, Placement, Rights Issue
and General Meeting of Shareholders - Shares resume trading on ASX
12 July 2017 Lodgement Date for Rights Issue - Lodgement of Rights Issue Offer Booklet, Cleansing Notice in
respect of the Rights Issue and Appendix 3B
13 July 2017 Lodgement of Offer Document 17 July 2017 Ex Date for Rights Issue
- Company shares trade on an ex-basis for the Rights Issue
18 July 2017 Record Date for Rights Issue - Rights issue entitlements determined
20 July 2017 Rights Issue Opening Date - Rights Issue Offer opens - Rights Issue Offer Booklet dispatched to Eligible
Shareholders
18 August 2017 Rights Issue Closing Date 21 August 2017 New Rights Issue Shares quoted on ASX on a deferred settlement
basis
23 August 2017 ASX notified of under subscriptions 25 August 2017 Rights Issue Allotment Date
- Issue date under Rights Issue - Deferred settlement trading ends - Dispatch of holding statements
28 August 2017 Trading Date - Normal trading of Rights Issue Shares
*This Timetable is indicative only. Applicants are encouraged to submit their Entitlement and Acceptance
Form and Application Monies as soon as possible after the Rights Issue opens. The Directors may vary these dates, subject to the Listing Rules. An extension of the Closing Date will delay the anticipated date for allotment and issue of the New Shares.
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TABLE OF CONTENTS
Table of Contents 1. IMPORTANT INFORMATION ................................................................................................................... 6 2. INDICATIVE TIMETABLE ......................................................................................................................... 8 3. DETAILS OF OFFER ................................................................................................................................ 9
3.1. Overview ............................................................................................................................................ 9 3.2. Use of Funds ..................................................................................................................................... 9 3.3. The Offer ........................................................................................................................................... 9 3.4. New Shares ....................................................................................................................................... 9 3.5. Eligible Shareholders ...................................................................................................................... 10 3.6. No Entitlement Trading .................................................................................................................... 10 3.7. Overseas Shareholders ................................................................................................................... 10 3.8. Top-Up Facility ................................................................................................................................ 10 3.9. Application Amount.......................................................................................................................... 11 3.10. Closing Date .................................................................................................................................... 11 3.11. Shortfall Shares ............................................................................................................................... 11 3.12. Effect on Capital Structure .............................................................................................................. 11 3.13. Cleansing Notice ............................................................................................................................. 11 3.14. Effect on Control .............................................................................................................................. 12 3.15. No Brokerage .................................................................................................................................. 12 3.16. CHESS ............................................................................................................................................ 12 3.17. ASX Quotation ................................................................................................................................. 12 3.18. Allotment and despatch of Holding Statements .............................................................................. 12 3.19. Discretions ....................................................................................................................................... 12 3.20. Governing Laws ............................................................................................................................... 13
4. YOUR CHOICES ..................................................................................................................................... 13 4.1. Choices available to Eligible Shareholders ..................................................................................... 13 4.2. How to accept the Offer ................................................................................................................... 13 4.3. Declining to take up your Entitlement .............................................................................................. 14 4.4. Allow Entitlement to lapse ............................................................................................................... 14 4.5. Application is unconditional ............................................................................................................. 14
5. RISKS ...................................................................................................................................................... 14 5.1. General risks ................................................................................................................................... 14 5.2. Company specific risks .................................................................................................................... 15
6. CAPITAL RAISING PRESENTATION..................................................................................................... 16 7. GLOSSARY ............................................................................................................................................. 38
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1. IMPORTANT INFORMATION This document. This Offer Document has been prepared by Novita Healthcare Limited ACN 108 150 750 {the Company) and is dated 13 July 2017. No disclosure This Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act, as modified by Class Order [CO 08/35]. This Offer Document is not a prospectus or any other form of disclosure document and has not been lodged with ASIC. Accordingly, this Offer Document does not contain all of the information which a prospective investor may require to make a decision as to whether to subscribe for New Shares. Further, this Offer Document does not contain all of the information which would otherwise be required to be disclosed in a prospectus or other form of disclosure document. This Offer Document is important and should be read in its entirety before deciding to participate in the Offer. This Offer does not take into account and this Offer Document has been prepared without taking into account, the investment objectives, financial or taxation situation or particular needs of any Applicant. Before applying for New Shares, each Applicant should consider whether such an investment, and the information contained in this Offer Document is appropriate to their particular needs, considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult their stockbroker, solicitor, accountant or other professional adviser without delay. Neither the Company, nor any other person guarantees the repayment of cap al or the payment of income. Investors should note that the past Share price performance of the Company provides no guidance to its future Share price performance. By returning an Entitlement and Acceptance Form, you acknowledge that you have received and read this Offer Document you are entitled to participate in the Offer, you have acted in accordance with the terms of the Offer detailed in this Offer Document and you agree to all of the terms and conditions as detailed in this Offer Document. Jurisdiction This Offer does not constitute an offer or invitation to subscribe for New Shares in any jurisdiction in which, or to any person whom, it would not be lawful to make such an offer or invitation or issue this Offer Document. In particular, this Offer Document does not constitute an offer to Ineligible Shareholders. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of this Offer Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws . Financial amounts Money as expressed in this Offer Document is in Australian dollars unless otherwise indicated. Publicly available information Information about the Company is publicly available and can be obtained from ASIC, ASX and other sources. Any such publicly available information is not incorporated into this Offer Document and does not form part of the Offer. This Offer Document is intended to be read in conjunction with publicly available information in relation to the Company which has been notified to ASIC and ASX. Investors should have regard to that information prior to making a decision to subscribe for New Shares pursuant to the Offer.
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Definitions Certain terms used in this Offer Document are defined in the Glossary, which is contained in section 7 of this Offer Document. Not financial product advice The information contained in this Offer Document is not and should not be considered to be financial product advice. The information is general only and has been prepared without any actual or implied knowledge or consideration of the investment objectives, financial situation, taxation position or other particular needs or requirements of you or any other person. You should read this Offer Document in its entirety and seek independent professional advice prior to participating in the Offer. No recommendation The information contained in this Offer Document is not a recommendation by the Company (or its officers, employee’s agents or advisers) to any person that they should subscribe for New Shares pursuant to the Offer. Disclaimer To the maximum extent permitted by law, no representation, warranty or undertaking express or implied, is made, and to the maximum extent permitted by law, no responsibility or liability is assumed by the Company or its related entities or by any of its officers, employees, agents or consultants or any other person as to the adequacy, accuracy, completeness or reasonableness of this Offer Document. To the maximum extent permitted by law, no responsibility is accepted for errors or omissions from this Offer Document, whether arising out of negligence or otherwise. Future performance and forward looking statements Neither the Company nor its Directors or any other person warrants or guarantees the future performance of the New Shares. Forward looking statements, opinions and estimates provided in the Offer Document are based on assumptions and contingencies that are subject to change without notice, as are statements about market and industry trends which are based on interpretations of current market conditions Forward looking statements including projections and estimates are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Offer Document. Risks Please refer to the non-exhaustive summary of risks relating to the Offer contained in section 5 of this Offer Document. Enquiries If you have any questions in relation to the Offer, please contact your stockbroker, solicitor, accountant or other professional adviser. If you have any questions with respect to completing the Entitlement and Acceptance Form, please contact our Share Registry, Automic Registry Services on 1300 288 664 (local) or +61 2 9698 5414 (international) or email to [email protected] . Taxation consequences You should be aware that there may be taxation implications associated with subscribing for New Shares pursuant to the Offer. The Company does not consider it appropriate to give advice regarding the taxation consequences of subscribing for New Shares under this Offer Document or the subsequent disposal of any New Shares allotted and issued under this Offer Document. No responsibility or liability whatsoever is
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accepted by the Company, its officers or advisers in relation to the taxation consequences of the Offer. The Company recommends that all Eligible Shareholders consult their own professional tax advisers in connection with the Offer. Privacy If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (direct or via the Share Registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder and facilitate distribution payments and corporate communications to you as a Shareholder. Company and tax law requires some of this information to be collected. If you do not provide the requested information the Company may be unable to process your Application. You can access, correct and update the personal information we hold about you by contacting the Share Registry. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act. the Corporations Act and rules such as the ASTC Settlement Rules. Entire Agreement The terms contained in this Offer Document constitute the entire agreement between the Company and each Applicant as to the Offer and each Applicant's participation in the Offer, to the exclusion of all prior representations, understandings and agreements between the Company and each Applicant.
2. INDICATIVE TIMETABLE
Announcement of the Offer 12 July 2017 Notice sent to security holders 13 July 2017 Shares quoted on an "Ex Entitlement" basis 17 July 2017 Record Date 5.00pm (AEST)18 July 2017 Offer Document sent to Eligible Shareholders 20 July 2017 Offer Opens 20 July 2017 Closing Date 5.00pm(AEST) on 18 August 2017 Shares quoted on a Deferred Settlement basis 21August 2017 Shortfall notification date 23 August 2017 Allotment of New Shares & Despatch date 25 August 2017 Normal Trading on ASX of New Shares 28 August 2017
The timetable outlined above is indicative only and is subject to change. The Company reserves the right to vary these dates without prior notice, subject to compliance with the Corporations Act and the Listing Rules. The Company reserves the right to withdraw the Offer at any time before the allotment and issue of the New Shares in its absolute discretion
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3. DETAILS OF OFFER
3.1. Overview Novita is seeking to raise up to approximately $1,024,192 by way of a non-renounceable offer of 1 New Share for every 6 Shares held on the Record Date at an issue price of $0.030 per New Share. The Offer shall be extended to Eligible Shareholders only. An Entitlement and Acceptance Form setting out your Entitlement to New Shares accompanies this Offer Document. If you do not take up your Entitlement, your shareholding in Novita will be diluted. The Offer is not underwritten. Eligible Shareholders have the opportunity to subscribe for all, part or none of their Entitlement to New Shares. The Company is also offering to Eligible Shareholders the opportunity to subscribe for additional New Shares (which will be in addition to their Entitlement) under the Top-Up Facility. Eligible Shareholders should be aware that an investment in Novita involves risks and Eligible Shareholders should consider the investment in the context of their individual risk profile, investment objectives and individual financial circumstances (see section 5).
3.2. Use of Funds Funds raised via the Offer, together with the cash reserve of the Company, will be applied in the following manner:
• support the commercial roll-out of TALI Train in H1FY18; • development of the Newly software solution and accelerate the national roll-out.
3.3. The Offer The Company is offering Eligible Shareholders the opportunity to subscribe for additional fully paid ordinary shares in the Company (New Shares). Subject to rounding, a maximum number of approximately 34,139,738 New Shares shall be issued in accordance with the Offer. To be eligible to participate in the Offer, you must:
a. be registered as a Shareholder at 5.00pm (AEST) on 18 July 2017 (Record Date); and b. have an address in Australia or New Zealand as recorded at the Share Registry as at the Record Date.
Eligible Shareholders will be entitled to apply for 1 New Share for every 6 Shares (Entitlement) held at a price of $0.030 per New Share (Issue Price). Fractional Entitlements will be rounded up to the nearest whole number of New Shares. Furthermore, Eligible Shareholders can apply for an unlimited number of Additional Shares on top of their Entitlement pursuant to the Top-Up Facility.
3.4. New Shares New Shares issued pursuant to this Offer will be fully paid and rank equally with existing Shares. The rights and liabilities attaching to the New Shares are set out in the constitution of the Company and in the Corporations Act.
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3.5. Eligible Shareholders
The Offer is available to all Shareholders whose registered address on the Record Date is situated in Australia or New Zealand. Eligible Shareholders should consult their professional advisers as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer. The return of a completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained and there has been no breach of laws in connection with the Applicant's ability to participate in the Offer. In making the Offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand) by virtue of which this Offer Document is not required to be registered in New Zealand.
3.6. No Entitlement Trading As your Entitlement is non-renounceable, you will not be able to trade your Entitlement on ASX or otherwise dispose of your Entitlement to any other party. Any portion of your Entitlement that you decide not to accept will lapse and become part of the Shortfall.
3.7. Overseas Shareholders This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Offer Document should seek advice on, and observe any, of these restrictions. Failure to comply with these restrictions may violate securities laws. No action has been taken to register or qualify these Shares or otherwise permit a public offering of the Shares the subject of this Offer Document in any other jurisdiction. In accordance with Listing Rule 7.7 and section 9A of the Corporations Act, no Offer is being made to Shareholders who have a registered address outside of Australia and New Zealand. The Company has determined that it would be unreasonable to make the Offer of New Shares to Ineligible Shareholders having regard to the number of Ineligible Shareholders, the number and value of the New Shares that would otherwise be offered and the costs of complying with the legal and regulatory requirements of those jurisdictions.
3.8. Top-Up Facility Eligible Shareholders may, in addition to taking up their entitlements in full, apply for additional New Shares (Additional Shares) in excess of their entitlement (Top-Up Facility). Additional Shares will only be available where there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Offer (Shortfall). Additional Shares will be issued at the Issue Price of $0.030 per New Share. Novita proposes to adopt the following allocation policy for allocating the Shortfall to meet the Additional Shares: The Shortfall will be placed at the discretion of the Directors within 3 months of the Closing Date in accordance with Exception 3 of ASX Listing Rule 7.2 (Shortfall Placement). Eligible Shareholders who apply for Additional Shares may be allocated a lesser number of Additional Shares than applied for, in which case excess Application Money will be refunded without interest. If you wish to subscribe for Additional Shares in addition to your Entitlement then you should nominate the maximum number of Additional Shares you wish to subscribe for on the Entitlement and Acceptance Form and make corresponding payment for your full Entitlement plus the Additional Shares (at $0.030 per Additional Share). The Board will take into account applications for Shortfall Shares by shareholders but may also issue and allot Shortfall Shares to sophisticated investors and professional.
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3.9. Application Amount The Application Amount can be calculated as follows: Application Amount = Number of Additional Shares under Top-Up Facility x $0.030 + Amount shown on Entitlement and Acceptance Form
3.10. Closing Date We will accept applications from the Opening Date until 5pm (AEST) on 18 August 2017 or such other date as the Directors may determine subject to the requirements of the Corporations Act and the Listing Rules.
3.11. Shortfall Shares Shortfall Shares are defined as the difference between the maximum number of New Shares available under the Offer and the total number of Valid Applications for New Shares received in accordance with Section 4.2 of this document. The Directors reserve the right to issue New Shares forming part of any Shortfall at their discretion as set out above and in accordance with Exception 3 in ASX Listing Rule 7.2. Shares issued under the Shortfall will be issued at the same price and on the same terms as the New Shares offered under a Shareholder’s Entitlement. Any Entitlement not taken up pursuant to the Offer will form part of the Shortfall to be dealt with under the Top-Up Facility and may be placed at the discretion of the Directors as noted above.
3.12. Effect on Capital Structure The following table illustrates the changes in the capital structure of the Company that will occur as a consequence of the Offer and other Share issues announced.
New Shares to be issued Shares Total Shares on issue as at the date of this Offer Document 204,838,430 Placement (Tranche 1) shares to be issued on 19 July 20171 16,666,667 Newly acquisition shares to be issued on 19 July 20172 33,333,333 Placement Tranche 2 shares to be issued 23 August 20173 66,666,667 New Shares which will be issued on 25 August as part of the Offer 4 34,139,738 Issue to Torus Games for part consideration for services 5 2,566,667 Issue to Grey Innovation for part consideration for services 5 5,666,667 Total Shares on issue following completion of the Offer 363,878,169 Notes. 1- New Shares to be issued pursuant to the Placement Tranche 1 advised to the market on 12 July 2017 2- New Shares to be issued as part consideration pursuant to the acquisition of Newly Pty Ltd advised to the market on 12 July 2017. This is the maximum number of Shares to be issued. 3-New Shares to be issued pursuant to the Placement Tranche 2 advised to the market on 12 July 2017 and subject to Shareholder approval at the EGM on 18 August 2017. 4-Due to rounding of Entitlements, the exact number of New Shares to be issued will not be known until completion of the Offer. The figures shown are the maximum assuming a full take-up of all entitlements. 5-Issue of Shares to Torus Games and Grey Innovation subject to Shareholder approval at EGM on 18 August 2017 and to be issue, if approved, will be at a date following the EGM within one month.
Eligible Shareholders who take up their Entitlement in full will not be diluted as a result of the Offer. Eligible Shareholders who do not take up all of their Entitlements and Ineligible Shareholders will be diluted.
3.13. Cleansing Notice
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The Company has lodged with ASX a cleansing notice in accordance with section 708AA(7) of the Corporations Act which sets out the effect of the Offer on the control of the Company, taking into account the identity and current shareholdings. This notice may be reviewed on the Company's website novitahealthcare.com.au and in the Company's announcements made via the ASX.
3.14. Effect on Control The issue of the New Shares by the Company is not intended to have any material effect or consequence on the control of the Company. If all Shareholders take up their full Entitlement there will not be any change in the control of the Company as a result of the Offer.
3.15. No Brokerage Eligible Shareholders who participate in the Offer will not be charged brokerage or commissions in relation to their acceptance of their Entitlement or subscription for Additional Shares.
3.16. CHESS The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 (ASTC), a wholly owned subsidiary of ASX operates CHESS in accordance with the Listing Rules and ASTC Settlement Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares. If you are registered in the issuer sponsored sub-register our statement will be despatched by the Share Registry and will contain the number of New Shares issued to you under this Offer Document and your security holder reference number. A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes.
3.17. ASX Quotation Novita has made an application to the ASX for the New Shares to be granted quotation on the ASX. If permission is not granted for quotation of the New Shares on the ASX, then no allotment and issue of any New Shares will take place and any Application Monies (without interest) will be returned in full to Applicants. Trading of New Shares will, subject to the ASX approval, occur on or about the date specified in the Timetable.
3.18. Allotment and despatch of Holding Statements Subject to the New Shares being granted quotation on the ASX, the New Shares will be allotted, issued and holding statements despatched in accordance with the Timetable. It is expected that despatch of holding statements and allotment and issue of New Shares will take place on or about 11 August 2017. It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The sale by an Applicant of New Shares prior to receiving their holding statement is at the Applicant's own risk.
3.19. Discretions Without limiting the other powers and discretions set out in this Offer Document, the Directors (or their delegate for this purpose) may implement the Offer in the manner they think fit and settle any difficulty, anomaly or dispute which may arise either generally or in a particular case in connection with, or by reason of, the operation of the Offer or a matter in this Offer Document, as they think fit, whether generally or in relation to any Shareholder or any Shares, and the determination of the Directors (or their delegate) is conclusive and binding on all relevant Shareholders and other persons to whom the determination relates.
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3.20. Governing Laws This Offer Document the Offer and the contracts formed on acceptance of Applications are governed by the laws applicable in Victoria. Each Applicant submits to the exclusive jurisdiction of the courts of Victoria.
4. YOUR CHOICES
4.1. Choices available to Eligible Shareholders If you are an Eligible Shareholder, you may:
(a) take up all or part of Entitlement in which case your proportionate shareholding will: remain the same if you take up all of your Entitlement or be diluted if you take up only part of your Entitlement; or
(b) take up all of your Entitlement and apply for additional New Shares under the Top-Up Facility; or (c) do nothing, in which case you will not take up your Entitlement and your proportionate shareholding in the Company will be diluted.
4.2. How to accept the Offer To accept the offer you must undertake one of the two options outlined below (a) Pay by BPAY® To make payment through the BPAY® facility follow the instructions set out on the Entitlement and Acceptance Form. Payment must be received 5.00 PM (AEST) on 18 August 2017. Shareholders should be aware of the time required to process payments by BPAY® in choosing the appropriate application and payment method. If you make your payment by BPAY® you do not need to lodge the Entitlement and Acceptance Form. (b) Pay by cheque, money order or bank draft Alternatively, if you wish to take up all or part of your Entitlement and pay for the New Shares by cheque, money order or bank draft, you should complete the personalised Entitlement and Acceptance Form accompanying this Offer Document (for all of the New Shares offered to you or such lesser number you wish to accept) in accordance with the instructions set out on the form. If you also wish to apply for any Additional Shares, you will also need to complete Section B of the Entitlement and Acceptance Form in accordance with the instructions set out on the form. Completed forms should be forwarded, together with your cheque, money order or bank draft for the amount due in respect of the number of New Shares you have applied for (being that number multiplied by the Issue Price,) so that it is received by the Share Registry at the following address by no later than 5.00pm (AEDT) on 18 August 2017: By mail; Hand Delivery: Automic Registry Services PO Box 2226, Strawberry Hills NSW 2012
Automic Registry Services Level 3, 50 Holt Street, Surry Hills NSW 2010
Cheques, money orders and bank drafts will only be accepted in Australian currency and must be drawn on an Australian financial institution, made payable to " Novita Healthcare Limited Share Issue Account" and crossed "not negotiable". Cash will not be accepted. Receipts for payment will not be issued.
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You should note that the Company is not required to issue any New Shares to a person accepting the Offer under this Offer Document unless receives applications in accordance with the instructions outlined above and, where applicable, there are sufficient funds in the account on which the cheque, money order or bank draft is drawn so that the cheque, money order or bank draft clears in favour of the Company when it is first presented for payment. Only Applications that satisfy these conditions will be considered to be Valid Applications. Receipt of your payment will constitute acceptance in accordance with, and your agreement to, the terms of the Offer, including those set out in this Offer Document. If you take up only some of your rights, your remaining rights will lapse as set out in the section 4.4
4.3. Declining to take up your Entitlement If you decide not to participate in the Offer, you do not need to fill out or return the accompanying Entitlement and Acceptance Form. You will receive no payment for any Entitlement not taken up.
4.4. Allow Entitlement to lapse If you do not wish to exercise any or part of your entitlement you are not required to do anything. In that case, the Entitlement will lapse without any benefit to you. By not taking any action and not taking up your Entitlement your shareholding in Novita will be diluted.
4.5. Application is unconditional You cannot withdraw your application once it has been accepted.
5. RISKS An investment in New Shares should be regarded as speculative and is a decision which is subject to the same type of risks which are ordinarily associated with purchasing company shares in ASX listed companies. The brief summary of risk factors set out below is not exhaustive. Eligible Shareholders should consider these risks carefully and, if they are in any doubt, should consult their financial, legal or other professional adviser.
5.1. General risks As is the case with any investment listed on ASX, the value of New Shares may rise above or fall below the Issue Price. Movement in the Company's share price may be attributable to any number of factors associated with financial and operating conditions. Similarly, external factors may have a bearing on the value of New Shares, over which the Company has no control. These external factors include (but are not limited to):
a) economic conditions in Australia and overseas; b) share market fluctuations; c) interest and inflation rates; d) changes in investor sentiment toward particular market sectors; e) the demand for, and supply of, capital; f) liquidity of Shares and the lack of an active market for Shares; g) changes in fiscal, monetary, regulatory and other government policies; h) geo-political conditions such as acts or threats of terrorism or military conflicts; and i) any future changes to tax laws or accounting standards
For
per
sona
l use
onl
y
Page 15 of 39
5.2. Company specific risks Other key risks specific to the Company are set our below Economic viability of TALI and Newly There is no assurance that the TALI Train, the recently announced acquisition of Newly or businesses acquired in the future, will be economically viable and profitable. Future capital requirements The Company believes that on completion of the Offer the Company will have enough fund to complete the work outlined in Section 3.2. The funding of any further ongoing capital requirements beyond this will depend upon a number of factors including the extent of the Company's ability to generate income. The Company does not expect the expenditure of the raised fund to result immediately in the generation of income from operating activities. Should the Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required would have an adverse material effect on the Company's business, its financial condition and performance and its ability to continue as a going concern.
For
per
sona
l use
onl
y
ACQ
UIS
ITIO
N O
F N
EWLY
AN
D
EQU
ITY
RAI
SIN
G12
JU
LY 2
017
NO
VITA
HEA
LTH
CAR
E LI
MIT
ED (A
SX: N
HL)
5.C
APIT
AL R
AISI
NG
PR
ESEN
TATI
ON
Page
16
of 3
9
For
per
sona
l use
onl
y
Execu
tive s
um
mary
Nov
ita H
ealth
care
Lim
ited
(Nov
ita) i
s pl
ease
d to
ann
ounc
e th
e ac
quis
ition
of N
ewly,
an
inno
vativ
e on
line
mar
ketp
lace
, and t
he launch o
f an e
quity r
ais
ing t
o p
rovid
e f
unds for
the e
xpansio
n o
f N
ew
ly a
nd N
ovita’s
exis
ting b
usin
ess
Acqu
isiti
on o
f New
ly▪
New
ly is
an
onlin
e m
arke
tpla
ce c
onne
ctin
g ca
re a
nd s
uppo
rt pr
ofes
sion
als
with
peo
ple
and
orga
nisa
tions
in n
eed
R
epre
sent
s an
exp
ansi
on in
to th
e gr
owin
g ag
ed c
are
segm
ent o
f com
mun
ity c
are
for N
ovita
O
ppor
tuni
ty to
exp
and
appl
icat
ion
of N
ew
ly’s
tech
nolo
gy a
cros
s br
oade
r com
mun
ity c
are
spec
trum
and
exp
lore
po
tent
ial R
&D, d
istri
butio
n an
d fu
ndin
g sy
nerg
ies
with
TAL
I
Acqu
isiti
on c
onsi
dera
tion
▪In
itial
pay
men
t to
New
ly ve
ndor
s of
A$1
.0 m
illion
of n
ew fu
lly p
aid
ordi
nary
sha
res
in N
ovita
▪D
efer
red
cash
ear
n-ou
t of 4
x pr
ofit
befo
re ta
x in
cal
enda
r yea
r 201
9
Equi
ty ra
isin
g to
fund
gro
wth
▪N
ovita is launchin
g a
n e
quity
rais
ing o
f A
$3.5
mill
ion t
o fund the g
row
th o
f N
ew
ly a
s w
ell
as N
ovita’s
exis
ting
busi
ness
, TAL
I
Offe
r pric
e of
A$0
.03
per s
hare
O
ffer p
rice
repr
esen
ts a
6.3
% d
isco
unt t
o la
st c
lose
and
a 7
.1%
dis
coun
t to
the
5 da
y VW
AP
Equi
ty ra
isin
g st
ruct
ure
▪Tw
o tra
nche
A$2
.5 m
illion
pla
cem
ent t
o so
phis
ticat
ed a
nd p
rofe
ssio
nal i
nves
tors
(Pla
cem
ent)
F
irst tr
anche w
ithin
Novita’s
exis
ting p
lacem
ent
capacity p
urs
uant to
AS
X L
isting R
ule
7.1
and 7
.1A
Se
cond
tran
che
cond
ition
al o
n sh
areh
olde
r app
rova
l at a
n Ex
traor
dina
ry G
ener
al M
eetin
g (E
GM
)▪
A$1.
0 m
illion
rig
hts
issu
e to
exi
stin
g sh
areh
olde
rs (R
ight
s Is
sue)
Tota
l of a
ppro
xim
atel
y 15
9m s
hare
s to
be
issu
ed fr
om th
e ac
quis
ition
and
equ
ity ra
isin
g, w
hich
wou
ld e
quat
e to
a
A$10
.9m
mar
ket c
apita
lisat
ion
at th
e of
fer p
rice
on c
ompl
etio
n
Page
17
of 3
9
For
per
sona
l use
onl
y
Co
mp
an
y o
verv
iew
Novi
ta is
an
inno
vativ
e he
alth
tech
nolo
gy c
ompa
ny fo
cuse
d on
acq
uirin
g an
d de
velo
ping
bre
akth
roug
h ag
ed a
nd c
omm
unity
car
e te
chno
logi
esC
ompa
ny p
rofil
e Sh
are
pric
e pe
rfor
man
ce
Pre-
deal
fina
ncia
lsPr
e-de
al s
hare
hold
ers
▪N
ovita
’s v
isio
n is
to
pos
ition
itse
lf at
the
fore
fron
tof
inno
vativ
e he
alth
tech
nolo
gy▪
No
vita
’s c
urr
en
t fla
gsh
ip te
ch
no
log
y is
TA
LI T
rain
,
whi
ch p
rovi
des
a gr
ound
-bre
akin
g ga
me
base
dtr
aini
ng s
oftw
are
clin
ical
ly p
rove
n to
impr
ove
core
cogn
itive
per
form
ance
in c
hild
ren
Shar
e pr
ice
(7 J
uly
2017
)A$
0.03
2
Num
ber o
f sha
res
204.
8m
Mar
ket c
apita
lisat
ion
A$6.
6m
Cas
h (3
1-M
ar-1
7)A$
1.2m
Deb
t (31
-Mar
-17)
No
debt
Ente
rpris
e va
lue
A$5.
4m
Sourc
e:
IRE
SS
Meg
abay
Hol
ding
s Pt
y Lt
d9.
3%
Gre
y In
nova
tion
Hol
ding
s Pt
y Lt
d6.
4%
Boar
d, M
anag
emen
t and
Ass
ocia
tes
5.6%
Top
20 s
hare
hold
ers
49.2
%
Pric
e (A
cps)
3
-
1.0
2.0
3.0
4.0
5.0 Ju
l-16
Sep-
16N
ov-1
6Ja
n-17
Mar
-17
May
-17
Jul-1
7
Page
18
of 3
9
For
per
sona
l use
onl
y
Pro
po
sed
eq
uity r
ais
ing
str
uctu
re
Novi
ta in
tend
s to
rais
e A$
2.5m
via
a tw
o tr
anch
e pl
acem
ent a
nd A
$1.0
m v
ia a
righ
ts
issu
e to
acc
eler
ate
expa
nsio
n of
bot
h Ne
wly
and
TAL
I
Ove
rvie
w
Offe
r pric
e
Plac
emen
t
Rig
hts
Issu
e
▪N
ew S
hare
s un
der P
lace
men
t and
Rig
hts
Issu
e w
ill b
e is
sued
at A
$0.0
3 pe
r sha
re▪
Rep
rese
nts
a 6.
3% d
isco
unt t
o la
st c
lose
and
a 7.
1% d
isco
unt t
o th
e 5
day
VWAP
▪A$
2.5m
is to
be
rais
ed th
roug
h th
e is
sue
ofN
ew S
hare
s un
der a
two
tranc
he p
lace
men
tto
inst
itutio
nal a
nd s
ophi
stic
ated
inve
stor
s
A$0.5
m u
nder
the C
om
pany’s
capacity
unde
r ASX
Lis
ting
Rul
e 7.
1 an
d 7.
1A1
A$
2.0m
via
a c
ondi
tiona
l pla
cem
ent
subj
ect t
o sh
areh
olde
r app
rova
l
▪U
p to
A$1
.0m
to b
e ra
ised
thro
ugh
the
issu
eof
New
Sha
res
unde
r a 1
for 6
righ
ts is
sue
toex
istin
g sh
areh
olde
rs▪
Novita’s
Boar
dha
veal
sost
ated
anin
tent
ion
tota
keup
thei
rent
itlem
ents
Use
of f
unds
Expa
nsio
n ca
pita
l A$
3.2m
Cost
s of
Pla
cem
ent a
nd R
ight
s Is
sue
A$0.
3m
Tota
l use
of f
unds
A$
3.5m
Hig
hlig
hts
▪Fu
nd th
e ac
quis
ition
of N
ewly
as
wel
l as
the
inve
stm
ent
requ
ired
to fu
rther
dev
elop
the
softw
are
and
rollo
ut th
ebu
sine
ss n
atio
nally
▪Ad
ditio
nal e
xpan
sion
cap
ital t
o su
ppor
t and
acc
eler
ate
the
com
merc
ialis
ation o
f N
ovita’s
assets
Not
e: In
add
ition
to th
e eq
uity
offe
r, sh
areh
olde
r app
rova
l will
be
soug
ht fo
r the
issu
e of
add
ition
al s
hare
s to
Gre
y In
nova
tion
and
Toru
s G
ames
in c
ompe
nsat
ion
for s
ervi
ces
rela
ted
to T
ALI
1.G
rey
Inno
vatio
n to
be
paid
A$1
70k
in d
evel
opm
ent f
ees
thro
ugh
the
issu
e of
5.7
m N
ew S
hare
s at
the
offe
r pric
e2.
Toru
s G
ames
to b
e pa
id A
$77k
in d
evel
opm
ent f
ees
thro
ugh
the
issu
e of
2.6
m N
ew S
hare
s at
the
offe
r pric
e
Note
1.
Part
of
Novita’s
tota
l pla
cem
ent
capacity u
nder
AS
X L
isting R
ule
7.1
and 7
.1A
will b
e u
sed to f
und t
he u
pfr
ont
purc
hase p
rice
of
New
ly in
fully p
aid
ord
inary
share
s
Page
19
of 3
9
For
per
sona
l use
onl
y
Eq
uity r
ais
ing
tim
eta
ble
Indi
cativ
e tim
etab
le
Com
pany
in tr
adin
g ha
lt M
onda
y –
Tues
day,
10
to 1
1 Ju
ly 2
017
Clo
sing
dat
e fo
r rec
eipt
of f
irm a
nd ir
revo
cabl
e bi
ds in
Pla
cem
ent
Tues
day,
11
July
201
7
Offe
r ann
ounc
ed a
nd c
ompa
ny re
sum
es tr
adin
gW
edne
sday
, 12
July
201
7
“Ex”
date
for
the R
ights
Issue
Mon
day,
17
July
201
7
Rec
ord
date
for R
ight
s Is
sue
5:00
pm A
EST
Tues
day,
18
July
201
7
Settl
emen
t of T
ranc
he 1
New
Sha
res
Tues
day,
18
July
201
7
Des
patc
h of
Rig
hts
Issu
e bo
okle
t and
acc
epta
nce
form
to S
hare
hold
ers
Wed
nesd
ay, 1
9 Ju
ly 2
017
Allo
tmen
t of T
ranc
he 1
New
Sha
res
Wed
nesd
ay, 1
9 Ju
ly 2
017
EGM
aut
horis
ing
Tran
che
2Fr
iday
, 18
Augu
st 2
017
Clo
sing
dat
e of
Rig
hts
Issu
e5:
00pm
AES
T Fr
iday
, 18
Augu
st 2
017
Settl
emen
t of T
ranc
he 2
New
Sha
res
(sub
ject
to E
GM
app
rova
l)Tu
esda
y, 2
2 Au
gust
201
7
Allo
tmen
t of T
ranc
he 2
New
Sha
res
(sub
ject
to E
GM
app
rova
l)W
edne
sday
, 23
Augu
st 2
017
Allo
tmen
t of R
ight
s Is
sue
New
Sha
res
Frid
ay, 2
5 Au
gust
201
7
Novi
ta is
wor
king
to th
e in
dica
tive
timet
able
pro
vide
d be
low
*The
abo
ve t
imet
able
is in
dica
tive
only
and,
sub
ject
to th
e AS
X Li
stin
g R
ules
, may
be
varie
d
Page
20
of 3
9
For
per
sona
l use
onl
y
New
ly a
cq
uis
itio
n
The
acqu
isiti
on o
f New
ly a
llow
s No
vita
to fu
rther
cap
italis
e on
inno
vativ
e co
mm
unity
car
e te
chno
logi
esSt
atus
and
key
term
s
▪N
ovita
has
ent
ered
into
bin
ding
doc
umen
tatio
n to
acqu
ire N
ewly
, sub
ject
to th
e su
cces
sful
com
plet
ion
ofth
e eq
uity
rais
ing
▪U
pfro
nt p
urch
ase
cons
ider
atio
n of
A$1
.0m
oU
pfro
nt p
aym
ent c
ompr
ises
A$1
.0m
in fu
lly p
aid
ordi
nary
sha
res
in N
ovita
at t
he s
ame
issu
e pr
ice
asth
e Pl
acem
ent a
nd R
ight
s Is
sue
oSh
ares
will
be e
scro
wed
for a
per
iod
of 1
8 m
onth
sfro
m th
e da
te o
f iss
ue
▪Ea
rn-o
ut p
aym
ent o
f 4x
prof
it be
fore
tax
for C
Y201
9o
If ap
plic
able
, to
be p
aid
in c
ash
on 1
Mar
ch 2
020
oPa
rties
may
var
y ca
sh p
aym
ent t
o fa
cilit
ate
paym
ent
of p
art o
r all
of th
e ea
rn-o
ut p
aym
ent i
n fu
lly p
aid
ordi
nary
sha
res
in N
ovita
Acqu
isiti
on r
atio
nale
▪N
ewly
is a
n in
nova
tive
and
scal
able
tech
nolo
gyop
port
unity
in a
ged
and
com
mun
ity c
are
▪Pr
ovid
es a
n en
hanc
ed re
crui
tmen
t sol
utio
n fo
r the
aged
/com
mun
ity c
are
and
disa
bilit
y se
ctor
oN
ewly
has
larg
est d
atab
ase
of c
arer
s in
Aus
tralia
oEs
tabl
ishe
d re
latio
nshi
ps w
ith m
ajor
car
e pr
ovid
ers
oC
ompe
titiv
e ad
vant
age
thro
ugh
trans
pare
nt a
ndco
mpr
ehen
sive
ass
essm
ent o
f qua
lity
of c
arer
s
▪Ac
quis
ition
of N
ewly
repr
esen
ts a
val
uabl
e ex
pans
ion
into
the
larg
e an
d gr
owin
g ag
ed c
are
and
disa
bilit
ym
arke
t
▪P
ote
ntial to
exte
nd a
pp
lication o
f N
ew
ly’s
technolo
gy
acro
ss b
road
er c
omm
unity
car
e sp
ectr
umo
Opp
ortu
nity
to p
rovi
de s
ervi
ces
com
plem
enta
ry to
Novita’s
foundation investm
ent, T
ALI
Page
21
of 3
9
For
per
sona
l use
onl
y
Intr
od
uctio
n to
New
ly
New
ly is
an
inno
vativ
e on
line
mar
ketp
lace
con
nect
ing
care
and
sup
port
prof
essi
onal
s w
ith p
eopl
e an
d or
gani
satio
ns in
nee
d
Focu
s on
cre
atin
g th
e be
st p
ossi
ble
outc
ome
for p
eopl
e w
ho n
eed
care
and
support
serv
ices…
…via
a c
urat
ed
onlin
e so
lutio
n,
prov
idin
g co
nnec
tions
with
qu
ality
and
co
nsis
tenc
y
User
-frie
ndly
, sca
labl
e pl
atfo
rm
Easy
to u
se p
latfo
rm, e
nabl
ing
deta
iled
sear
ch a
nd e
mpl
oym
ent
optio
ns fo
r car
e an
d su
ppor
t pr
ofes
sion
als
Larg
est p
ool o
f pro
fess
iona
ls
With
15,
000
regi
stra
nts,
New
ly h
as
the
larg
est d
ata
base
of c
arer
s in
Au
stra
lia fo
r pro
vide
rs, f
amilie
s an
d in
divi
dual
sto
cho
ose
from
Tran
spar
ency
& q
ualit
y as
sura
nce
New
ly p
rovi
des
qual
ity a
ssur
ance
ba
sed
on a
uni
que,
tran
spar
ent a
nd
com
preh
ensi
veas
sess
men
t pro
cess
A ne
w a
nd b
ette
r way
Page
22
of 3
9
For
per
sona
l use
onl
y
Sig
nific
an
t m
ark
et o
pp
ort
un
ity fo
r N
ew
ly
Opt
imal
ly p
ositi
oned
to c
apita
lise
on th
e la
rge
and
grow
ing
dem
and
for q
ualit
y ag
ed a
nd d
isab
ility
car
e an
d su
ppor
t ser
vice
s La
rge
dem
and
for q
ualit
y ca
re a
nd s
uppo
rt
▪N
ewly
targ
ets
the
mar
ket f
or a
ged
care
and
dis
abilit
y ca
re
and
supp
ort s
ervi
ces
▪C
urre
ntly
a g
row
ing
gap
exis
ts b
etw
een
dem
and
and
avai
labl
e pr
ofes
sion
als
espe
cial
ly fo
r qua
lity
care
rs.
▪D
eman
d fo
r suc
h se
rvic
es is
fore
cast
to g
row
to 3
.5 m
illion
re
quire
d ca
rers
by
2050
Fore
cast
dem
and
for c
arer
s in
Aus
tral
ia
160,
000
300,
000
200,
000
300,
000
2013
2019
Dis
abilit
y su
ppor
tAg
ed c
are
The
prob
lem
The
solu
tion
Find
ing
qual
ity c
are
and
supp
ort p
rofe
ssio
nals
in a
tim
ely
and
effe
ctiv
e w
ay
Wid
e va
riatio
n in
qua
lity
of c
arer
s, w
ith fe
w
relia
ble
indi
cato
rs
Rec
ruitm
ent c
halle
nges
due
to lo
w p
ay a
nd h
igh
turn
over
of c
are
and
supp
ort s
taff
Qua
lity
is c
ruci
al, g
iven
clie
nts
are
typi
cally
de
pend
ent a
nd v
ulne
rabl
e
New
ly p
rovi
des
a us
er-fr
iend
ly a
nd e
ffici
ent
mea
ns fo
r fin
ding
qua
lity
care
rs
Com
preh
ensi
ve a
sses
smen
t pro
cess
pro
vide
s tra
nspa
rent
and
relia
ble
indi
cato
rof q
ualit
y
Scal
able
and
cos
t-effe
ctiv
e m
eans
of e
mpl
oyin
g ca
re a
nd s
uppo
rt pr
ofes
sion
al
Prov
ides
larg
est d
atab
ase
of re
gist
ered
car
ers,
w
ith s
trong
indu
stry
con
nect
ions
Page
23
of 3
9
For
per
sona
l use
onl
y
Newly’s
un
iqu
e b
usin
ess m
od
el
Com
petit
ive
adva
ntag
e th
roug
h fo
cus
on u
nder
stan
ding
clie
nt n
eeds
, wor
king
with
ca
re p
rovi
ders
and
flex
ible
pro
duct
Oth
er o
nlin
e ca
re a
nd
supp
ort s
ervi
ce p
latfo
rms
Ne
wly
’sco
mpe
titiv
e ad
vant
ages
▪O
ffers
bro
ad ra
nge
of s
ervi
ces
tocu
stom
ers
with
wid
e ra
nge
ofne
eds
(hor
izon
tal m
arke
t e.g
.H
iPag
es)
▪Se
rvic
es ta
rget
ed a
t clie
nts
with
spec
ialis
ed n
eeds
, thr
ough
a m
ulti-
vert
ical
, tw
o-si
ded
mar
ketp
lace
▪Ex
perie
nce
in a
ged
care
and
hea
lthse
ctor
s
✓R
elev
ant a
ged
care
and
hea
lthse
ctor
exp
erie
nce
that
take
sac
coun
t of d
iffer
ent c
lient
nee
ds✓
For e
xam
ple,
ong
oing
vs
one-
off
serv
ices
, vul
nera
ble
clie
nts,
inte
grat
ion
with
oth
er s
ervi
ces
▪Po
sitio
ned
as a
n al
tern
ativ
e to
curre
nt c
are
prov
ider
s▪
Wor
k to
geth
er w
ith m
ajor
car
epr
ovid
ers
✓N
ewly
wor
ks w
ith e
xist
ing
and
new
care
pro
vide
rs✓
Car
e pr
ovid
ers
and
co-o
rdin
ator
s w
illco
ntin
ue to
be
dom
inan
t cha
nnel
s of
care
pro
visi
on
▪R
equi
res
sign
ifica
nt in
vest
men
t in
adve
rtisi
ng a
nd m
edia
, with
focu
son
attr
actin
g cl
ient
s
▪U
tilis
e so
cial
med
ia (e
.g. F
aceb
ook,
blog
s) w
ith fo
cus
on b
uild
ing
care
rco
mm
unity
with
jobs
boa
rd, c
arer
info
rmat
ion
etc.
✓M
uch
low
er m
edia
and
adv
ertis
ing
cost
s✓
Attra
ctin
g go
od c
arer
s is
vita
l to
New
ly’s
long
-term
suc
cess
▪Bu
ilt c
onsu
mer
web
site
and
rela
ted
func
tiona
lity
at o
utse
t▪
Lim
ited
sear
ch a
nd h
iring
opt
ions
▪Bu
ilt m
inim
um v
iabl
e pr
oduc
t,re
fined
with
exp
erie
nce
prio
r to
maj
or in
vest
men
t▪
Exte
nsiv
e se
arch
and
hiri
ng o
ptio
nsto
cat
er fo
r mos
t dem
andi
ngcu
stom
ers
(e.g
. app
rove
d ca
repr
ovid
ers
✓Fl
exib
le p
rodu
ct th
at c
hang
es w
ithex
perie
nce
and
bette
run
ders
tand
ing
of c
lient
nee
ds✓
Focu
s on
mee
ting
qual
ity a
ndse
curit
y ne
eds
of c
lient
s m
ost
effic
ient
ly
Bus
ines
s m
odel
and
ex
perie
nce
Clie
nt
chan
nel
stra
tegy
Mar
ketin
g ap
proa
ch
Tech
nolo
gy
Page
24
of 3
9
For
per
sona
l use
onl
y
New
ly h
isto
ry
Sinc
e its
est
ablis
hmen
t in
2014
, New
ly h
as e
xper
ienc
ed s
ubst
antia
l gro
wth
in it
s ca
rer d
atab
ase,
and
exp
ansi
on in
its
serv
ice
offe
ring
2014
2015
2016
2017
Initi
al d
atab
ase
and
web
site
op
erat
iona
l
1,00
0ca
rers
Sour
ce fi
rst
care
r for
em
ploy
er C
ondu
ct fi
rst
care
r as
sess
men
t ce
ntre
Reb
rand
to
New
ly
5,00
0 ca
rers
Esta
blis
hed
rela
tions
hips
an
d pl
acem
ent
pipe
line
in p
lace
Con
duct
wee
kly
care
r as
sess
men
t ce
ntre
s
9,50
0 ca
rers
Plac
e ov
er 2
00
care
rs
Gro
win
g da
taba
se
of m
ajor
ca
re
prov
ider
s
Enab
le
empl
oyer
s to
di
rect
ly s
earc
h da
taba
se
New
co
ntin
gent
hi
re
serv
ice
intro
duce
d
15,0
00ca
rers
Begi
n op
erat
ions
in
QLD
an
d N
SW
Page
25
of 3
9
For
per
sona
l use
onl
y
New
ly s
up
po
rts m
an
y o
f th
e m
ajo
r care
pro
vid
ers
New
ly w
orks
with
est
ablis
hed
and
new
car
e pr
ovid
ers,
and
has
str
ong
indu
stry
co
nnec
tions
Page
26
of 3
9
For
per
sona
l use
onl
y
New
ly m
an
ag
em
en
t te
am
an
d a
dvis
ory
bo
ard
Stro
ng m
anag
emen
t tea
m
Hele
n Ke
mp
Managin
g D
irecto
r
▪C
EO
of O
rigin
Healthcare
, overs
eein
g t
he c
om
pany’s
gro
wth
to
an a
nnua
l tur
nove
r of $
120m
▪O
ver
15 y
ears
’ experi
ence c
onsultin
g for
healthcare
org
anis
ations in
clu
din
g the R
oyal C
hildre
n’s
Hospital, R
oyal
Wom
en’s
, E
pw
ort
h, S
potless, W
orkc
over
/TAC
, Reg
is a
ndM
cKen
zie
Aged
Car
e
Shar
on M
ieth
keG
enera
l Manager
▪O
ver
10 y
ears
’ experi
ence a
cro
ss a
ll a
spects
of com
pany
secr
etar
ial,
corp
orat
e go
vern
ance
and
pro
ject
man
agem
ent
▪Va
rious
role
s in
sem
i-gov
ernm
ent o
rgan
isat
ions
as
wel
l as
priv
ate
com
pani
es▪
Rec
ently
hel
d ro
le o
f Bus
ines
s M
anag
er in
an
inte
rnat
iona
l tra
nspo
rt jo
int v
entu
re
Tony
Ped
roso
Com
munic
ations M
anager
▪Ba
chel
or o
f Mar
ketin
g an
d Ad
vanc
ed D
iplo
ma
of A
dver
tisin
g,R
MIT
Uni
vers
ity▪
A re
cent
gra
duat
e w
ith a
pas
sion
for d
igita
l met
hods
of
mar
ketin
g an
d co
mm
unic
atio
ns
Indu
stry
-lead
ing
advi
sory
gro
up
Ger
ry N
augh
tin
▪C
EO o
f Min
d Au
stra
lia, a
maj
or n
atio
nal d
isab
ility
pro
vide
r▪
Prev
ious
ly a
mem
ber o
f the
nat
iona
l ND
IS A
dvis
ory
Boar
d▪
Co-
foun
der a
nd C
EO o
f one
of t
he fi
rst a
nd la
rges
t priv
ate
com
mun
ity c
are
busi
ness
es
Geo
rge
Savv
ides
▪C
hairm
an o
f Kin
gs T
rans
port
▪D
irect
or o
f Rym
an H
ealth
care
, a la
rge
resi
dent
ial a
ged
care
prov
ider
from
New
Zea
land
with
ope
ratio
ns in
Aus
tralia
▪Fo
rmer
ly C
EO o
f Med
iban
k, o
ne o
f the
larg
est p
rivat
e he
alth
insu
rers
in A
ustra
lia▪
Long
invo
lvem
ent i
n th
e he
alth
sec
tor,
prev
ious
ly b
eing
CEO
of S
igm
a Ph
arm
aceu
tical
s
Dr G
eoff
Broo
ke
▪Fo
unde
r and
cha
irman
of G
BS V
entu
res
▪M
ajor
ity o
f car
eer s
pent
wor
king
in h
ealth
care
and
ven
ture
capi
tal
▪Fo
unde
d G
BS V
entu
res
in th
e 19
80s,
whi
ch p
rogr
esse
d to
beco
me
the
long
est a
nd m
ost s
ucce
ssfu
l hea
lthca
re v
entu
reca
pita
l fun
d in
Aus
tralia
.
Str
on
g, cre
den
tiale
d m
an
ag
em
en
t te
am
wit
h >
20 y
ears
’ exp
eri
en
ce in
healt
h a
nd
aged
car
e se
ctor
s, s
uppo
rted
by in
dust
ry-le
adin
g ad
viso
ry b
oard
Page
27
of 3
9
For
per
sona
l use
onl
y
Next ste
ps fo
r F
Y18
Fina
lise
TALI
Tr
ain
v1.0
Com
mer
cial
roll-
out
New
add
ition
s to
te
am
Corp
orat
e op
port
uniti
es
▪W
ider
laun
ch o
f TAL
I Tra
in v
1.0
dom
estic
rele
ase,
whi
ch s
houl
d ge
nera
te in
itial
reve
nue
▪C
omm
erci
al ro
ll-ou
t of T
ALI T
rain
targ
eted
by
1HFY
18 w
ith fi
rst r
even
ues
expe
cted
to b
e bo
oked
from
ear
ly 2
018
onw
ards
▪Ta
rget
new
CEO
recr
uitm
ent b
y 1H
FY18
to d
rive
and
exec
ute
on g
row
th s
trate
gy▪
Rec
ruit
full-
time
sale
s, s
uppo
rt an
d ad
min
istra
tive
pers
onne
l req
uire
d by
laun
ch
▪C
ontin
ue to
see
k ad
ditio
nal in
vest
men
t opp
ortu
nitie
s to
leve
rage
cor
e R
&Dco
mpe
tenc
ies
and
capi
talis
e on
inno
vativ
e m
edic
al te
chno
logi
es
Novi
ta is
pos
ition
ing
itsel
f for
rapi
d co
mm
erci
alis
atio
n an
d gr
owth
Inte
grat
e ac
quis
ition
s ▪
Inte
grat
e N
ewly
acq
uisi
tion,
con
tinue
the
deve
lopm
ent o
f the
sof
twar
e so
lutio
nan
d ac
cele
rate
the
natio
nal r
ollo
ut o
f the
bus
ines
s
Page
28
of 3
9
For
per
sona
l use
onl
y
No
vita in
vestm
en
t h
igh
lig
hts
▪Fo
unda
tion
inve
stm
ent T
ALI T
rain
is a
bre
akth
roug
h ga
me-
base
d tr
aini
ng te
chno
logy
focu
sed
on tr
eatin
g ch
ildho
od a
ttent
ion
defic
it
Opt
imal
ly p
ositi
oned
at t
he fo
refro
nt o
f a la
rge
unm
et m
arke
t opp
ortu
nity
in c
hild
co
mm
unity
car
e w
ith g
rowt
h vi
a ne
ar-te
rm c
omm
erci
alis
atio
n
▪N
ew in
vest
men
t, N
ewly,
is a
sca
labl
e an
d co
st-e
ffect
ive
mea
ns o
f con
nect
ing
qual
ityca
re a
nd s
uppo
rt p
rofe
ssio
nals
with
peo
ple
and
orga
nisa
tions
in n
eed
Ex
pans
ion
into
larg
e an
d gr
owin
g de
man
d fo
r age
d co
mm
unity
car
e se
rvic
es
▪Ex
pect
ed s
yner
gies
from
leve
rage
of c
omm
on in
fras
truc
ture
incl
udin
g R
&D,
dist
ribut
ion
and
finan
ce
▪Pi
pelin
e of
pot
entia
l inn
ovat
ive
heal
th te
chno
logy
opp
ortu
nitie
s pl
aces
Nov
ita in
an
exci
ting
phas
e of
gro
wth
▪Al
l leg
acy
busi
ness
act
iviti
es te
rmin
ated
, dis
pose
d of
, or d
isso
lved
pro
vidi
ng a
cle
anve
hicl
e fo
r ren
ewed
str
ateg
ic fo
cus
Novi
ta is
str
ateg
ical
ly fo
cuse
d on
sca
labl
e te
chno
logy
opp
ortu
nitie
s in
age
d an
d co
mm
unity
car
e
Page
29
of 3
9
For
per
sona
l use
onl
y
APPE
ND
IX
Page
30
of 3
9
For
per
sona
l use
onl
y
Bo
ard
En
trep
ren
eu
rial an
d d
riven
Bo
ard
, in
veste
d in
No
vit
a’s
su
ccess
Mar
k Si
mar
i N
on-E
xecu
tive
Dire
ctor
Ia
in K
irkw
ood
Exec
utiv
e C
hairm
an
Jeffe
rson
Har
cour
tN
on-E
xecu
tive
Dire
ctor
▪Ex
tens
ive
expe
rienc
e w
orki
ngw
ith a
num
ber o
f ASX
-list
edco
mpa
nies
in s
enio
rm
anag
emen
t rol
es, i
nclu
ding
Woo
dsid
e Pe
trole
um a
nd S
anto
s
▪Pr
evio
us C
FO o
f F.H
. Fau
ldin
g &
Co
Ltd
and
CEO
of E
piTa
nLt
d(n
ow C
linuv
elPh
arm
aceu
tical
s)
▪Fo
unde
r of G
rey
Inno
vatio
n,si
gnifi
cant
pro
duct
dev
elop
men
tan
d co
mm
erci
al e
xper
tise
▪Si
ts o
n a
num
ber o
f priv
ate
tech
nolo
gy c
ompa
ny b
oard
s in
med
ical
dev
ice
and
secu
rity
mar
kets
▪Si
gnifi
cant
exp
erie
nce
on b
oard
sin
priv
atel
y he
ld a
nd A
SX-li
sted
com
pani
es
▪R
espo
nsib
le fo
r driv
ing
grow
thst
rate
gies
incl
udin
g ac
quis
ition
s,ca
pita
l rai
sing
, res
truct
urin
g, a
nddr
ivin
g st
rate
gic
and
busi
ness
plan
ning
pro
cess
es Page
31
of 3
9
For
per
sona
l use
onl
y
Recen
t co
rpo
rate
develo
pm
en
ts
Ove
r the
pas
t 12
mon
ths,
Nov
ita h
as re
new
ed it
s st
rate
gic
focu
s, im
plem
ente
d ef
fect
ive
cost
redu
ctio
n m
easu
res
and
stre
amlin
ed it
s Bo
ard B
oard
cha
nges
Cos
t res
etSt
rate
gic
focu
s
▪M
ark
Sim
ari a
ppoi
nted
as
inde
pend
ent n
on-e
xecu
tive
dire
ctor
in S
epte
mbe
r 201
6 o
Man
date
to d
rive
com
mer
cial
isat
ion
of T
ALI
and
grow
Nov
itao
Leve
ragi
ng e
xper
ienc
e as
Man
agin
g D
irect
or o
fPa
rago
n C
are
(ASX
-list
edhe
alth
care
and
med
ical
equi
pmen
t pro
vide
r)
▪St
ream
linin
g of
Boa
rd, w
ithre
sign
atio
n of
non
-exe
cutiv
edi
rect
ors,
Bru
ce H
ewitt
, Alla
nTa
n an
d Be
n Ye
o
▪C
ost r
educ
tion
prog
ram
initi
ated
in 1
Q17
with
im
med
iate
ben
efits
flow
ing
into
FY1
7
▪Q
uarte
rly n
et c
ash
outfl
owre
duct
ion
from
A$0
.6m
to
A$0.
3m b
etw
een
2Q17
and
3Q
17
▪R
eloc
atio
n to
sm
alle
r offi
ce in
Gle
n Iri
s, V
icto
ria, i
n lin
e w
ithbr
oade
r cos
t ini
tiativ
es
▪C
ompa
ny c
hang
ed it
s na
me
and
bran
ding
from
Ave
xaLi
mite
d to
Nov
ita H
ealth
care
in
Dec
embe
r 201
6
▪Al
l leg
acy
busi
ness
es a
nd
activ
ities
term
inat
ed, d
ispo
sed
of, o
r dis
solv
ed
▪N
ovita
is fo
cuse
d on
exp
lorin
gne
w in
vest
men
t opp
ortu
nitie
sin
line
with
inno
vativ
e an
dcu
tting
-edg
e ag
ed a
ndco
mm
unity
car
e te
chno
logy
Page
32
of 3
9
For
per
sona
l use
onl
y
Dis
cla
imer
This
doc
umen
t (th
is In
vest
or P
rese
ntat
ion)
has
bee
n pr
epar
ed, a
nd is
issu
ed b
y, N
ovita
Hea
lthca
re L
imite
d (N
ovita
) on
the
basi
s of
info
rmat
ion
avai
labl
e to
N
ovita
as
at 1
0 Ju
ly 2
017.
Nov
ita h
as e
ngag
ed S
haw
and
Par
tner
s (th
e Le
ad M
anag
er) t
o ad
vise
them
in re
latio
n to
the
poss
ibili
ty o
f the
par
ties
to w
hom
this
Inve
stor
Pre
sent
atio
n ha
s be
en p
rovi
ded
(the
Inte
rest
ed P
artie
s, a
nd e
ach,
an
Inte
rest
ed P
arty
) mak
ing
an in
vest
men
t in
Nov
ita.
This
Inve
stor
Pre
sent
atio
n ha
s be
en p
repa
red
sole
ly to
pro
vide
an
Inte
rest
ed P
arty
with
gen
eral
info
rmat
ion
conc
erni
ng th
e op
erat
ions
of N
ovita
to a
ssis
t an
Inte
rest
ed P
arty
to d
ecid
e w
heth
er to
par
ticip
ate
by m
akin
g an
inve
stm
ent i
n N
ovita
. Thi
s In
vest
or P
rese
ntat
ion
cont
ains
onl
ya
sele
cted
sum
mar
y of
rele
vant
in
form
atio
n th
at a
n In
tere
sted
Par
ty m
ay re
quire
. Thi
s In
vest
or P
rese
ntat
ion
is s
uppl
ied
to th
e In
tere
sted
Par
ties
on th
is b
asis
and
is n
ot to
be
used
for a
ny
othe
r pur
pose
.
Not
hing
in th
is In
vest
or P
rese
ntat
ion
cons
titut
es a
n of
fer f
or s
ecur
ities
for s
ale
in a
ny ju
risdi
ctio
n in
whi
ch, o
r to
any
pers
on to
who
m, i
t is
unla
wfu
l to
do s
o.
Aust
ralia
Nei
ther
, thi
s In
vest
or P
rese
ntat
ion
nor a
ny o
ther
dis
clos
ure
docu
men
t or p
rodu
ct d
iscl
osur
e st
atem
ent i
n re
latio
n to
Nov
ita n
or a
ny s
ecur
ities
issu
ed b
y it,
its
affil
iate
s or
any
rela
ted
body
cor
pora
te h
as b
een
or w
ill b
e lo
dged
with
the
Aust
ralia
n Se
curit
ies
and
Inve
stm
ents
Com
mis
sion
. The
Inte
rest
ed P
artie
s ea
ch
conf
irm th
at th
ey a
re, a
nd a
ny p
erso
n on
who
se a
ccou
nt o
r ben
efit
they
are
act
ing
is, a
"sop
hist
icat
ed in
vest
or" o
r "pr
ofes
sion
al in
vest
or" a
nd "w
hole
sale
cl
ient
" with
in th
e m
eani
ngs
give
n in
sec
tions
708
(8),
708(
11) a
nd 7
61G
resp
ectiv
ely,
of t
he C
orpo
ratio
ns A
ct 2
001
(Cth
) (Co
rpor
atio
ns A
ct) a
nd if
ther
e w
ere
an o
ffer o
f sec
uriti
es, i
t wou
ld b
e a
pers
on to
who
m s
uch
secu
ritie
s m
ay b
e of
fere
d w
ithou
t dis
clos
ure
to in
vest
ors
unde
r Cha
pter
6D
or P
art 7
.9 o
f the
C
orpo
ratio
ns A
ct.
Unite
d St
ates
In p
artic
ular
, thi
s In
vest
or P
rese
ntat
ion
is n
ot a
n of
fer o
f sec
uriti
es fo
r sal
e in
the
Uni
ted
Stat
es o
r to,
or f
or th
e ac
coun
t or b
enef
it of
, U.S
. per
sons
(as
defin
ed
in R
egul
atio
n S
unde
r the
Uni
ted
Stat
es S
ecur
ities
Act
of 1
933
(the
Secu
ritie
s Ac
t)). N
ovita
, its
affi
liate
s an
d re
late
d bo
dies
cor
pora
te a
re n
ot a
nd w
ill b
e re
gist
erin
g an
y se
curit
ies
unde
r the
Sec
uriti
es A
ct o
r the
sec
uriti
es la
ws
of a
ny s
tate
of t
he U
nite
d St
ates
or a
ny o
ther
juris
dict
ion
othe
r tha
n th
e C
omm
onw
ealth
of A
ustra
lia.
This
doc
umen
t has
bee
n pr
epar
ed fo
r pub
licat
ion
in A
ustra
lia a
nd m
ay n
ot b
e re
leas
ed o
r dis
tribu
ted
in th
e U
nite
d St
ates
or t
o U
.S. p
erso
ns. F
ailu
re to
co
mpl
y w
ith th
is d
irect
ive
may
resu
lt in
a v
iola
tion
of th
e Se
curit
ies
Act a
nd/o
r ano
ther
app
licab
le la
w o
f the
Uni
ted
Stat
esor
anot
her j
uris
dict
ion.
Hong
Kon
gW
arni
ng: T
his
docu
men
t has
not
bee
n, a
nd w
ill n
ot b
e, re
gist
ered
as
a pr
ospe
ctus
und
er th
e C
ompa
nies
(Win
ding
Up
and
Mis
cella
neou
s Pr
ovis
ions
) O
rdin
ance
(Cap
32)
of H
ong
Kong
, nor
has
it b
een
auth
oris
ed b
y th
e Se
curit
ies
and
Futu
res
Com
mis
sion
in H
ong
Kong
pur
suan
t to
the
Secu
ritie
s an
d Fu
ture
O
rdin
ance (C
ap 5
71)
of th
e L
aw
s o
f H
ong K
ong (
the “
SF
O”)
. N
o a
ction h
as b
een t
aken in H
ong K
ong to a
uth
ori
se o
r re
gis
ter
this
docu
men
t or t
o pe
rmit
the
dist
ribut
ion
of th
is d
ocum
ent o
r any
doc
umen
ts is
sued
in c
onne
ctio
n w
ith it
. Acc
ordi
ngly
, the
Sha
res
have
not
bee
n an
d w
ill n
ot b
e of
fere
d or
sol
d in
Hon
g K
ong o
ther
than to “
pro
fessio
nal i
nvesto
rs” (a
s d
efined in the S
FO
).Pa
ge 3
3 of
39
For
per
sona
l use
onl
y
Dis
cla
imer (c
on
t.)
No
adve
rtise
men
t, in
vita
tion
or d
ocum
ent r
elat
ing
to th
e Sh
ares
has
bee
n or
will
be
issu
ed, o
r has
bee
n or
will
be
in th
e po
sses
sion
of a
ny p
erso
n fo
r the
pu
rpos
e of
issu
e, in
Hon
g Ko
ng o
r els
ewhe
re th
at is
dire
cted
at,
or th
e co
nten
ts o
f whi
ch a
re li
kely
to b
e ac
cess
ed o
r rea
d by
, the
pub
lic o
f Hon
g Ko
ng
(exc
ept i
f per
mitt
ed to
do
so u
nder
the
secu
ritie
s la
ws
of H
ong
Kong
) oth
er th
an w
ith re
spec
t to
Shar
es th
at a
re o
r are
inte
nded
to b
e di
spos
ed o
f onl
y to
pe
rson
s ou
tsid
e H
ong
Kong
or o
nly
to p
rofe
ssio
nal in
vest
ors
(as
defin
ed in
the
SFO
and
any
rule
s m
ade
unde
r tha
t ord
inan
ce).
No
pers
on a
lloca
ted
Shar
es
may
sel
l, or
offe
r to
sell,
suc
h se
curit
ies
in c
ircum
stan
ces
that
am
ount
to a
n of
fer t
o th
e pu
blic
in H
ong
Kong
with
in s
ix m
onth
s fo
llow
ing
the
date
of i
ssue
of
such
sec
uriti
es.
The
cont
ents
of t
his
docu
men
t hav
e no
t bee
n re
view
ed b
y an
y H
ong
Kong
regu
lato
ry a
utho
rity.
You
are
adv
ised
to e
xerc
ise
caut
ion
in re
latio
n to
the
offe
r. If
you
are
in d
oubt
abo
ut a
ny c
onte
nts
of th
is d
ocum
ent,
you
shou
ld o
btai
n in
depe
nden
t pro
fess
iona
l adv
ice.
New
Zea
land
This
doc
umen
t has
not
bee
n re
gist
ered
, file
d w
ith o
r app
rove
d by
any
New
Zea
land
regu
lato
ry a
utho
rity u
nder
the
Fina
ncia
l Mar
kets
Con
duct
Act
201
3 (th
e “F
MC
Act”
). T
he S
hare
s a
re n
ot bein
g o
ffere
d o
r sold
in N
ew
Zeala
nd (
or
allott
ed w
ith a
vie
w t
o b
ein
g o
ffere
d for
sale
in N
ew
Zeal
and)
oth
er th
an to
a p
erso
n w
ho:
― is a
n investm
ent busin
ess w
ithin
the m
eanin
g o
f cla
use 3
7 o
f S
chedule
1 o
f th
e F
MC
Act;
― m
eets
the investm
ent activity c
rite
ria s
pecifie
d in c
lause 3
8 o
f S
chedule
1 o
f th
e F
MC
Act;
― is larg
e w
ithin
the m
eanin
g o
f cla
use 3
9 o
f S
chedule
1 o
f th
e F
MC
Act;
― is a
govern
ment agency w
ithin
the m
eanin
g o
f cla
use 4
0 o
f S
chedule
1 o
f th
e F
MC
Act;
or
― is a
eligib
le investo
r w
ithin
the m
eanin
g o
f cla
use 4
1 o
f S
chedule
1 o
f th
e F
MC
Act.
Sing
apor
eTh
is d
ocum
ent a
nd a
ny o
ther
mat
eria
ls re
latin
g to
the
Shar
es h
ave
not b
een,
and
will
not
be,
lodg
ed o
r reg
iste
red
as a
pro
spec
tus
in S
inga
pore
with
the
Mon
etar
y Au
thor
ity o
f Sin
gapo
re. A
ccor
ding
ly, t
his
docu
men
t and
any
oth
er d
ocum
ent o
r mat
eria
ls in
con
nect
ion
with
the
offe
r or s
ale,
or i
nvita
tion
for
subs
crip
tion
or p
urch
ase,
of S
hare
s, m
ay n
ot b
e is
sued
, circ
ulat
ed o
r dis
tribu
ted,
nor
may
the
Shar
es b
e of
fere
d or
sol
d, o
r be
mad
e th
e su
bjec
t of a
n in
vita
tion
for s
ubsc
riptio
n or
pur
chas
e, w
heth
er d
irect
ly o
r ind
irect
ly, t
o pe
rson
s in
Sin
gapo
re e
xcep
t pur
suan
t to
and
in a
ccor
danc
e w
ith e
xem
ptio
ns in
Su
bdiv
isio
n (4
) Div
isio
n 1, P
art
XII
I of th
e S
ecuri
ties a
nd F
utu
res A
ct,
Chapte
r 289 o
f S
ingapore
(th
e “
SF
A”)
, or
as o
therw
ise p
ursu
ant t
o, a
nd in
acc
orda
nce
with
the
cond
ition
s of
any
oth
er a
pplic
able
pro
visi
ons
of th
e SF
A.
This
doc
umen
t has
bee
n gi
ven
to y
ou o
n th
e ba
sis
that
you
are
(i)
an “
institu
tional i
nvesto
r” (
as d
efined in the S
FA
; or
(ii)
a “
rele
vant pers
on”
(as d
efined in
sect
ion
275(
2) o
f the
SFA
). In
the
even
t tha
t you
are
not
an
inve
stor
falli
ng w
ithin
any
of t
he c
ateg
orie
s se
t out
abo
ve, p
leas
ere
turn
this
doc
umen
t im
med
iate
ly. Y
ou m
ay n
ot fo
rwar
d or
circ
ulat
e th
is d
ocum
ent t
o an
y ot
her p
erso
n in
Sin
gapo
re.
Any
offe
r is
not m
ade
to y
ou w
ith a
vie
w to
the
Shar
es b
eing
sub
sequ
ently
offe
red
for s
ale
to a
ny o
ther
par
ty. T
here
are
on-
sale
rest
rictio
ns in
Sin
gapo
re th
at
may
be
appl
icab
le to
inve
stor
s w
ho a
cqui
re S
hare
s. A
s su
ch, i
nves
tors
are
adv
ised
to a
cqua
int t
hem
selv
es w
ith th
e SF
A pr
ovis
ions
rela
ting
to re
sale
re
stric
tions
in S
inga
pore
and
com
ply
acco
rdin
gly.
Pa
ge 3
4 of
39
For
per
sona
l use
onl
y
Dis
cla
imer (c
on
t.)
Stat
us o
f Inv
esto
r Pre
sent
atio
n
THIS
INVE
STO
R PR
ESEN
TATI
ON
IS N
OT
INVE
STM
ENT
ADVI
CE O
R FI
NANC
IAL
PRO
DUCT
ADV
ICE.
This
Inve
stor
Pre
sent
atio
n is
nei
ther
a p
rosp
ectu
s, d
iscl
osur
e do
cum
ent n
or p
rodu
ct d
iscl
osur
e st
atem
ent u
nder
the
Cor
pora
tions
Act
200
1 (C
th) a
nd d
oes
not p
urpo
rt to
con
tain
all
the
info
rmat
ion
that
inve
stor
s or
thei
r pro
fess
iona
l adv
iser
s w
ould
reas
onab
ly re
quire
to m
ake
an in
form
ed a
sses
smen
t of:
― the r
ights
att
achin
g to a
ny s
ecuri
ties o
f N
ovita o
r its r
ela
ted b
odie
s c
orp
ora
te a
nd a
ssocia
tes; and
― the a
ssets
and lia
bilitie
s, financia
l positio
n a
nd p
erf
orm
ance, pro
fits
and losses a
nd p
rospects
of N
ovita
This
Inve
stor
Pre
sent
atio
n do
es n
ot c
onst
itute
an
offe
r, in
vita
tion
or re
com
men
datio
n fo
r the
sal
e or
pur
chas
e of
any
sec
uriti
esin
any
juris
dict
ion.
Ref
eren
ces
to, a
nd th
e ex
plan
atio
n of
, leg
isla
tion
and
regu
lato
ry is
sues
in th
is In
vest
or P
rese
ntat
ion
are
indi
cativ
e on
ly a
nd s
houl
d no
t be
relie
d on
. The
y do
no
t pur
port
to s
umm
aris
e al
l rel
evan
t leg
isla
tion
and
regu
lato
ry is
sues
or t
o be
a fu
ll ex
plan
atio
n of
any
par
ticul
ar m
atte
r.
Each
Inte
rest
ed P
arty
sho
uld,
am
ongs
t oth
er th
ings
, con
duct
thei
r ow
n in
vest
igat
ions
, ana
lysi
s an
d ve
rific
atio
ns o
f the
info
rmat
ion
cont
aine
d in
this
Inve
stor
Pr
esen
tatio
n an
d co
nsid
er s
eeki
ng a
ppro
pria
te p
rofe
ssio
nal a
dvic
e in
revi
ewin
g an
d ev
alua
ting
the
info
rmat
ion
cont
aine
d he
rein
. Nei
ther
Nov
ita n
or th
e Le
ad
Man
ager
nor
any
of t
heir
resp
ectiv
e af
filia
tes
and
asso
ciat
es w
ill b
e re
spon
sibl
e fo
r rei
mbu
rsin
g or
com
pens
atin
g an
Inte
rest
ed P
arty
for a
ny c
osts
or
expe
nses
incu
rred
by s
uch
Inte
rest
ed P
arty
in e
valu
atin
g th
e in
form
atio
n co
ntai
ned
here
in.
Sour
ces
of in
form
atio
n
This
Inve
stor
Pre
sent
atio
n an
d th
e st
atem
ents
mad
e he
rein
, exc
ept w
here
exp
ress
ly s
tate
d ot
herw
ise,
hav
e be
en p
rovi
ded
or m
ade,
or a
re b
ased
on
a st
atem
ent p
rovi
ded
or m
ade,
by
Nov
ita. I
n as
sist
ing
Nov
ita, t
he L
ead
Man
ager
has
relie
d ex
clus
ivel
y on
the
info
rmat
ion
supp
lied
by, o
r obt
aine
d fro
m, N
ovita
.
If fo
llow
ing
dist
ribut
ion
of th
is In
vest
or P
rese
ntat
ion,
an
Inte
rest
ed P
arty
rece
ives
furth
er in
form
atio
n in
rela
tion
to N
ovita
or a
nyth
ing
desc
ribed
in th
is In
vest
or
Pres
enta
tion
from
Nov
ita o
r the
Lea
d M
anag
er, s
uch
info
rmat
ion
is p
rovi
ded
on th
e sa
me
basi
s as
this
Inve
stor
Pre
sent
atio
n. N
eith
er N
ovita
nor
the
Lead
M
anag
er is
obl
iged
or u
nder
take
s to
an
Inte
rest
ed P
arty
to p
rovi
de a
ny u
pdat
es to
the
info
rmat
ion
cont
aine
d he
rein
or f
urth
erin
form
atio
n to
suc
h In
tere
sted
Pa
rty.
If an
Inte
rest
ed P
arty
see
ks to
mak
e an
inve
stm
ent i
n N
ovita
, it s
hall
mak
e an
d re
ly s
olel
y up
on it
s ow
n in
vest
igat
ions
and
enq
uirie
s, in
depe
nden
tly o
f the
in
form
atio
n co
ntai
ned
and
stat
emen
ts m
ade
in th
is In
vest
or P
rese
ntat
ion.
Eac
h of
Nov
ita a
nd th
e Le
ad M
anag
er d
o no
t, an
d w
illno
t, gi
ve a
ny w
arra
ntie
s in
re
latio
n to
the
cont
ents
of t
his
Inve
stor
Pre
sent
atio
n, in
clud
ing
(with
out l
imita
tion)
info
rmat
ion
rela
ting
to th
e fin
anci
al m
odel
and
the
estim
ates
, pro
ject
ions
and
an
y ot
her f
inan
cial
info
rmat
ion
deriv
ed th
eref
rom
.
Page
35
of 3
9
For
per
sona
l use
onl
y
Dis
cla
imer (c
on
t.)
Past
Per
form
ance
Past
per
form
ance
info
rmat
ion,
incl
udin
g sh
are
pric
e in
form
atio
n, g
iven
in th
is In
vest
or P
rese
ntat
ion
is g
iven
for i
llust
rativ
e pu
rpos
es a
nd s
houl
d no
t be
relie
d up
on a
s an
indi
catio
n of
futu
re p
erfo
rman
ce.
Forw
ard
look
ing
stat
emen
ts
The
info
rmat
ion
cont
aine
d he
rein
invo
lves
ele
men
ts o
f sub
ject
ive
judg
men
t and
ana
lysi
s an
d m
ay b
e id
entif
ied
by w
ords
suc
h as
'may
', 'c
ould
', 'b
elie
ves'
, 'e
xpec
ts',
'inte
nds'
or o
ther
wor
ds th
at in
volv
e ris
k an
d un
certa
inty
(col
lect
ivel
y, fo
rwar
d lo
okin
g st
atem
ents
). An
y fo
rwar
d lo
okin
g st
atem
ents
exp
ress
ed in
th
is In
vest
or P
rese
ntat
ion
are
subj
ect t
o ch
ange
with
out n
otic
e. T
hey
do n
ot c
onst
itute
, and
sho
uld
not b
e re
gard
ed a
s, a
repr
esen
tatio
n th
at th
e re
leva
nt
resu
lts w
ill a
ctua
lly b
e ac
hiev
ed o
r tha
t the
und
erly
ing
assu
mpt
ions
upo
n w
hich
forw
ard
look
ing
stat
emen
ts m
ay b
e ba
sed
are
valid
or r
easo
nabl
e. T
he
Inte
rest
ed P
artie
s ea
ch a
ckno
wle
dge
that
Nov
ita is
und
er n
o ob
ligat
ion
to u
pdat
e fo
rwar
d lo
okin
g st
atem
ents
for e
vent
s or
circ
umst
ance
s th
at o
ccur
su
bseq
uent
to th
e da
te o
f thi
s In
vest
or P
rese
ntat
ion
or to
upd
ate
or k
eep
curre
nt a
ny o
f the
info
rmat
ion
cont
aine
d he
rein
. Fur
ther
mor
e, th
e vi
ews
of N
ovita
an
d/or
the
Lead
Man
ager
(if a
ny) a
s to
the
estim
ated
val
ue o
f Nov
ita o
r its
bus
ines
s (w
heth
er in
who
le o
r par
t) m
ay a
lso
be a
ffect
ed b
y de
cisi
ons
or e
xter
nal
fact
ors
that
are
not
det
erm
inab
le a
t thi
s tim
e. T
he In
tere
sted
Par
ties
each
und
erst
and
that
the
info
rmat
ion
rega
rdin
g an
y va
lue
of N
ovita
or i
ts b
usin
ess
(whe
ther
in w
hole
or p
art)
shou
ld n
ot b
e in
terp
rete
d as
an
actu
al o
r gua
rant
eed
real
isab
le v
alue
. The
re is
no
guar
ante
e th
at a
nyof
thes
e st
atem
ents
, es
timat
es o
r pro
ject
ions
will
be
achi
eved
. Act
ual r
esul
ts m
ay v
ary
from
the
forw
ard
look
ing
stat
emen
ts a
nd s
uch
varia
tions
may
be
mat
eria
l.
Oth
er in
form
atio
n
All f
inan
cial
am
ount
s co
ntai
ned
in th
is In
vest
or P
rese
ntat
ion
are
expr
esse
d in
Aus
tralia
n cu
rrenc
y un
less
oth
erw
ise
stat
ed. A
ny d
iscr
epan
cies
bet
wee
n to
tals
an
d su
ms
and
com
pone
nts i
n ta
bles
con
tain
ed in
this
Inve
stor
Pre
sent
atio
n ar
e du
e to
roun
ding
.
Disc
laim
er
Oth
er th
an to
the
exte
nt re
quire
d by
law
, nei
ther
Nov
ita n
or th
e Le
ad M
anag
er n
or a
ny o
f the
ir re
spec
tive
affil
iate
s, a
ssoc
iate
s, s
hare
hold
ers,
dire
ctor
s,
offic
ers,
em
ploy
ees,
age
nts,
repr
esen
tativ
es a
nd a
dvis
ers
(the
Novi
ta P
artie
s) m
ake
any
repr
esen
tatio
n or
war
rant
y (e
xpre
ss o
r im
plie
d) a
s to
, and
ass
ume
resp
onsi
bilit
y or
liab
ility
for,
the
auth
entic
ity, o
rigin
, val
idity
, acc
urac
y or
com
plet
enes
s of
, or a
ny e
rrors
in o
r om
issi
ons
from
, any
info
rmat
ion,
sta
tem
ent o
r op
inio
n co
ntai
ned
in th
is In
vest
or P
rese
ntat
ion
or in
any
acc
ompa
nyin
g, p
revi
ous
or s
ubse
quen
t mat
eria
l or p
rese
ntat
ion
in c
onne
ctio
n w
ith th
e su
bjec
t mat
ter
of th
is In
vest
or P
rese
ntat
ion.
With
out l
imiti
ng th
e fo
rego
ing,
non
e of
the
Nov
ita P
artie
s:
― m
akes o
r purp
ort
s to m
ake a
ny s
tate
ment or
repre
senta
tion (
inclu
din
g, but not lim
ited to, any re
pres
enta
tion
with
resp
ect t
o an
y fo
rwar
d lo
okin
g st
atem
ent)
cont
aine
d in
this
Inve
stor
Pre
sent
atio
n;―
is r
esponsib
le for
the c
onte
nts
of th
is Investo
r P
resenta
tion
;Pa
ge 3
6 of
39
For
per
sona
l use
onl
y
Dis
cla
imer (c
on
t.)
― h
as v
erifi
ed th
e ac
cura
cy o
r com
plet
enes
s of
this
Inve
stor
Pre
sent
atio
n; o
r―
is lia
ble
in a
ny w
ay for
any m
issta
tem
ent in
, or
err
ors
in o
r om
issio
n fro
m, th
is Investo
r P
resenta
tion o
r in
any a
ccom
pany
ing,
pre
viou
s or
sub
sequ
ent
mat
eria
l or p
rese
ntat
ion
in c
onne
ctio
n w
ith th
e su
bjec
t mat
ter o
f thi
s In
vest
or P
rese
ntat
ion,
exc
ept a
nd th
en o
nly
to th
e ex
tent
requ
ired
by la
w.
Each
Inte
rest
ed P
arty
rele
ases
and
hol
ds h
arm
less
the
Nov
ita P
artie
s fro
m a
nd a
gain
st a
ny c
laim
, dem
and,
loss
, cos
t, ex
pens
e,lia
bilit
y or
act
ion
aris
ing
dire
ctly
or i
ndire
ctly
from
or i
n an
y w
ay re
late
d to
this
Inve
stor
Pre
sent
atio
n an
d th
e in
form
atio
n co
ntai
ned
here
in to
the
fulle
st e
xten
t per
mitt
ed b
y la
w.
Lim
itatio
n of
liab
ility
With
out p
reju
dice
to th
e fo
rego
ing
and
to th
e ex
tent
per
mitt
ed b
y la
w, t
he a
ggre
gate
liab
ility
on
the
part
of th
e N
ovita
Par
ties
in re
spec
t of a
ny c
laim
or c
laim
s ar
isin
g ou
t of o
r in
conn
ectio
n w
ith:
― the issue o
f th
is Investo
r P
resenta
tion;
― a
ny d
ecis
ion b
y Inte
reste
d P
art
ies to m
ake a
n investm
ent in
Novita o
n the b
asis
of th
is Investo
r P
resenta
tion; or
― a
ny c
onduct of th
e N
ovita P
art
ies in r
ela
tion to the a
bovem
entioned m
att
ers
,
― w
heth
er
or
not am
ounting to n
egligence, is
expre
ssly
dis
cla
imed.
Non
e of
the
actu
al o
r pro
pose
d cu
stom
ers,
sup
plie
rs o
r con
tract
ors
or a
gent
s of
Nov
ita n
amed
in th
is In
vest
or P
rese
ntat
ion
have
par
ticip
ated
in it
s pr
epar
atio
n an
d in
no
way
end
orse
the
info
rmat
ion
set o
ut h
erei
n.
To th
e ex
tent
that
any
of t
he a
bove
par
agra
phs
may
be
cons
trued
as
bein
g in
con
trave
ntio
n of
any
app
licab
le la
w, s
uch
para
grap
h sh
all b
e re
ad d
own,
or
seve
red,
or b
oth,
as
the
case
may
requ
ire a
nd th
e re
mai
ning
par
agra
phs
shal
l con
tinue
to h
ave
full
forc
e an
d ef
fect
.
Cons
ent
The
Lead
Man
ager
has
giv
en a
nd h
as n
ot, b
efor
e is
sue
of th
is In
vest
or P
rese
ntat
ion,
with
draw
n its
con
sent
to b
e na
med
in th
isIn
vest
or P
rese
ntat
ion
in th
e fo
rm a
nd c
onte
xt in
whi
ch it
is n
amed
. The
Lea
d M
anag
er h
as n
ot m
ade
any
stat
emen
t tha
t is
incl
uded
in th
is In
vest
or P
rese
ntat
ion
or a
ny s
tate
men
t on
whi
ch a
sta
tem
ent m
ade
in th
is In
vest
or P
rese
ntat
ion
is b
ased
. To
the
max
imum
ext
ent p
erm
itted
by
law
, the
Lea
d M
anag
er e
xpre
ssly
dis
clai
ms
all l
iabi
litie
s in
resp
ect o
f, an
d m
akes
no
repr
esen
tatio
ns re
gard
ing
and
take
s no
resp
onsi
bilit
y fo
r any
sta
tem
ents
in o
r om
issi
ons
from
this
Inve
stor
Pre
sent
atio
n, o
ther
th
an th
e re
fere
nce
to it
s na
me
in th
e fo
rm a
nd c
onte
xt in
whi
ch it
is n
amed
.
Page
37
of 3
9
For
per
sona
l use
onl
y
Page 38 of 39
7. GLOSSARY Applicant A person who has applied to subscribe for New Shares
by submitting an Entitlement and Acceptance Form
Application an application for New Shares pursuant to the Offer.
Application Amount the amount calculated in accordance with the formula in section 3.9 of this Offer Document
Application Monies funds accompanied by an Entitlement and Acceptance Form.
ASIC Australian Securities and Investments Commission
Associate has the meaning it has in the Corporations Act.
ASTC Settlement Rules the operating rules of the settlement facility operated by the Australian Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.
ASX ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires.
Board the board of Directors of the Company.
Class Order a class order issued by ASIC.
Closing Date 5.00pm (AEST) on 7 August 2017.
Company or Novita Novita Healthcare Limited ACN 108 150 750
Corporations Act Corporations Act 2001 (Cth).
Directors the directors of the Company
EGM A general meeting of shareholders to be held on 18 August 2017 to approve Placement (Tranche 2) and other matters.
Eligible Shareholder a Shareholder who is eligible to participate in the Offer in accordance with the terms of this Offer Document.
Entitlement the number of New Shares each Eligible Shareholder is offered under the Offer as designated on their personalised Entitlement and Acceptance Form.
Entitlement & Acceptance Form the application form which is included in or accompanies this Offer Document.
Ex Entitlement a date that is subsequent to the date on which Shares can be purchased in order for a purchaser to be identified as a Shareholder on the Record Date.
Ineligible Shareholder a Shareholder who is unable to participate in the Offer because they do not meet the eligibility criteria contained in this Offer Document.
Investor Presentation Investor Presentation on the acquisition of Newly and equity raising lodged with ASX on 12 July 2017
Issue Price $0.030 per Share.
Listing Rules ASX Listing Rules.
For
per
sona
l use
onl
y
Page 39 of 39
New Shares fully paid ordinary shares offered under this Offer Document.
Newly Newly Pty Ltd (ACN 158 797 936) Level 1, 366A Bridge Rd, Richmond VIC 3121 the company being acquired as per the announcement 12 July 2017
Offer the offer of New Shares under this Offer Document.
Offer Document this document.
Offer Period the period between 25 July 2017 inclusive and11 August 2017 inclusive.
Placement (Tranche 1) placement of 16.7 million shares at $0.030 per share to sophisticated and professional investors for allotment on 19July 2017 as advised to the market 12 July 2017
Placement (Tranche 2) placement of 66.7 million shares at $0.030 per share to sophisticated and professional investors for allotment on 23 July 2017 subject to Shareholder approval an EGM to be held on 18 May 2017 as advised to the market 12 July 2017
Privacy Act Privacy Act 1988 (Cth).
Record Date the date used to identify Shareholders entitled to participate in the Offer.
Share a fully paid ordinary share in the capital of the Company.
Shareholder a holder of Shares in the Company as recorded on the Share Registry.
Share Registry Automic Registry Services, Level 3, 50 Holt Street, Surry Hills NSW 2010.
Shortfall means any shortfall in applications by Eligible Shareholders for New Shares under their Entitlements or under the Top-Up Facility (if any).
Shortfall Shares the difference between the number of New Shares offered pursuant to this Offer Document and the number of New Shares for which no Applications have been received.
Substantial Shareholder has the meaning it has in the Corporations Act.
Timetable The indicative timetable in Section 2 of this Offer Document.
Top-Up Facility means the facility described in Section 3.8 of this Offer Document, entitling certain Eligible Shareholders to apply for Shortfall Shares.
Valid Application an application by way of a properly completed Entitlement and Acceptance Form to subscribe for a specified number of New Shares under the Offer and fully paid with cleared funds.
For
per
sona
l use
onl
y