Dear Shareholder,‌‌‌‌‌‌‌

Principal & Registered Office

488 Queen Street

Brisbane QLD 4000

GPO Box 3335, Brisbane QLD 4001

Site has pleasure in offering all shareholders the opportunity to participate in the attached share purchase plan which entitles all shareholders with addresses in Australia and New Zealand and registered at 7pm on 14 June 2017 to acquire shares up to the value of $15,000 at 4 cents per share, subject to the terms of the plan.‌‌

Site continues to grow its core business with expectations that it will provide revenues of circa $32.9m for the 2018 Financial Year with an expected EBITDA of 10%, details of which are set out in Site's market announcement of 6 June 2017.

A strong anticipated sales funnel leads the Board to expect results in line with average growth over the last 5 years of circa 20% p.a. (excluding Productivity Partners).

Projected increases in revenues are expected internationally from Philippines, Kingdom of Saudi Arabia, Papua New Guinea, Myanmar as well as new project opportunities in Middle East, Africa and South America which are expected to positively impact on 2018.‌

In Australia, trades training growth through apprenticeships in Queensland, Western Australia and the Northern Territory is strong, with the new significantly larger Darwin facility benefitting the operation due to extra capacity.‌

Site is continuing to work on securing further contract wins in Saudi Arabia and United Arab Emirates over the coming months including two significant contracts for industry relating to technician development and graduate programs in Myanmar with our in-country partner.‌‌‌

Site Group International will be launching an innovative Engineering Professional Experience Work Integrated Learning Program. The program will assist University Engineering students to achieve adequate and meaningful professional experience stipulated by Work Integrated Learning requirements of accredited engineering programs. Engineers Australia refers to this process by stating that accreditation ensures academic institutions consistently meet national and international benchmarks. In Australia there are over 52,700 domestic and 20,300 international students presently enrolled in accredited Bachelor level engineering programs with Australian Universities.‌‌‌‌

Internationally, Engineering programs are guided by international engineering agreements including the Washington Accord, the Sydney Accord and the Dublin Accord.‌

The USA, United Kingdom, Hong Kong (SAR), New Zealand, Canada, South Africa, China, Chinese Taipei, India, Ireland, Japan, Korea, Malaysia, Russia, Singapore, Sri Lanka and Turkey are co- signatories to international agreements.‌

Site has announced it will fully launch the program by the end of CY2017, with a target of 300-500 students to contribute revenues of AUD $4-6m during 2018.The program already has its first candidates sponsored by an oil and gas Multinational for International engineering graduates on its Safe Live Process Plant in Yangon, Myanmar with its partner Uniteam.‌‌

Asset Impairments‌‌‌

As previously announced, the closure of Productivity Partners (PP) business and closure of VET FEE- HELP related campuses in Brisbane, Bundaberg, Perth, Gladstone, and redundancy of staff will result in a reduction of over $3.0m per annum in costs and expenses moving forward. Substantial redundancy and closure costs impacted on the FY17 position, but are obviously not recurring.‌‌

As a result, in addition to the impairment recorded against goodwill in the tertiary education segment at 31 December 2016 of $2.5m, a further non cash impairment of intangibles of $17.6m at 30 June 2017 will be made.

As noted in the release of 5 June 2017, PP still continues to work with the Department of Education and Training to finalise the reconciliation payment outstanding of $34m. As previously stated in Site's announcement of 17 July 2017, in light of the uncertain circumstances with regard to the reconciliation payment, Management will provide for the full debtor value in the accounts at 30 June 2017. This is no way alters the belief of the Board and Management that PP is entitled to the $34m receivable in full and that the monies are legitimately due and payable under the relevant legislation as it then applied.

We look forward to your continuing support as the company continues its growth. Yours Sincerely

Vernon Wills

Managing Director and CEO Site Group International Limited

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY Highlights:

Offer to existing Site Group International Limited (Site or Company) shareholders to participate in a Share Purchase Plan (SPP).

The SPP will raise a maximum of $2.5 million.

Shareholders can, at their election, take up New Shares pursuant to the SPP at the subscription price of $0.04 in one of the following amounts:

50,000 shares for $2,000;

125,000 shares for $5,000;

250,000 shares for $10,000; or

375,000 shares for $15,000.

The SPP is underwritten up to $750,000 by Claymore Capital Pty Ltd.

Site plans to use the funds raised from the SPP to:

  • support the business working capital requirements;

  • provide expansion of existing services including new 'high barrier to entry' products; and

  • pay corporate costs and the costs of the issue.

The information in this document is not a recommendation to accept the offer of New Shares under the SPP and does not constitute financial advice. Any person who intends to subscribe for New Shares must conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment analysis.

If you are in doubt about the contents of this document, or the action you should take, you should consult your financial or other professional advisor without delay who specialises in advising on the acquisition of share and other securities before taking any action.

Dear Shareholder,

The Directors of Site Group International Limited (Site or Company) would like to invite you to participate in Site's Share Purchase Plan (SPP).

  1. Summary of the SPP

    The SPP provides Shareholders on the Company's register at the Record Date with an opportunity to subscribe for either $2,000, $5,000, $10,000, or $15,000 in New Shares at the Subscription Price of

    $0.04 per share. The Board has structured the SPP to encourage our loyal, smaller Shareholders to apply and increase their shareholding in Site and provide the opportunity to Shareholders to subscribe for New Shares on the same terms as the recent placement to sophisticated investors.

    The issue of New Shares under the SPP is subject to Site obtaining the approval of Shareholders to the SPP and the partial underwriting of the SPP. A general meeting of Shareholders is proposed to be convened in mid-September 2017.

    Only Shareholders of Site with a registered address in Australia and New Zealand who were on the share register as at 7.00pm (Brisbane time) on 14 June 2017 are afforded the opportunity to participate in the SPP. Shareholders not registered as at that date will not receive an offer under the SPP. The rights of Shareholders eligible to participate under this SPP are not transferable.

    The Company proposes a maximum raising of $2.5 million under the SPP. The SPP is underwritten up to $750,000 (or 18,750,000 New Shares) by Claymore Capital Pty Ltd (Underwriter). An underwriting fee of 4% of the value of all underwritten shares issued by the Company under the SPP to the Underwriter and an issue management fee of 2% of all funds raised under the SPP is payable by the Company. The Directors reserve the right to place any shortfall of New Shares under the SPP to other potential interested investors, subject to obtaining Shareholder approval. The Directors also reserve the discretion to accept oversubscriptions subject to all legal and regulatory requirements.

    Shareholder approval is also being sought for the issue of any Shares to the Underwriter of the SPP or any Shortfall under the SPP.

    The proposed use of the funds raised under the SPP is to:

    • support the business working capital requirements;

    • provide expansion of existing services including new 'high barrier to entry products'; and

    • pay corporate costs and the costs of the issue.

  2. Terms of the SPP

The terms and conditions of the SPP are outlined in the enclosed document. By making an application to purchase New Shares under the SPP, you will have agreed to be bound by those terms and conditions. The right to participate in this offer under the SPP is available exclusively to persons who were registered as holders of Shares in Site at 7.00pm (Brisbane time) on the record date of 14 June 2017 and whose registered address is in Australia, New Zealand, or in any other jurisdiction where, in the opinion of the Directors of Site, it is lawful and reasonably practical for Site to offer and issue New Shares under this SPP.

Eligible Shareholders are entitled to apply for a maximum of $15,000 of New Shares, at the Subscription Price of $0.04 per New Share, under the SPP.

You may apply only for New Shares in one of the following amounts:

50,000 shares for $2,000;

125,000 shares for $5,000;

Site Group International Ltd. published this content on 25 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 July 2017 08:29:03 UTC.

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