Villa World : 29 Mar 2017 - Despatch of SPP Offer Booklet

29 March 2017

Despatch of Share Purchase Plan Offer Booklet

On 22 March 2017, the Company announced its intention to offer a non-underwritten Share Purchase Plan to eligible shareholders. In accordance with Listing Rule 3.17, attached are copies of the Chairman's Letter and Share Purchase Plan Offer Booklet (including Application Form) as dispatched to shareholders today.

For enquiries: Paulene Henderson

Company Secretary

Tel: (07) 5588 8888

securityholder@villaworld.com.au

VLW

MR SAM SAMPLE 123 SAMPLE STREET

SAMPLETOWN VIC 3000

*L000001*

Phone:

(within Australia) 1300 651 684

(outside Australia) +61 3 9415 4000

*L000001*

29 March 2017

Dear Shareholder,

On behalf of the Directors of Villa World Limited (Villa World), I am pleased to invite you to participate in a Share Purchase Plan (SPP) to purchase up to $15,000 worth of Villa World shares at an issue price of $2.25.

Villa World announced on 22 March 2017 that it was conducting an offer of simple corporate bonds (the Bond Offer) and an institutional placement of Villa World ordinary shares to sophisticated and professional investors (the Placement). On 23 March 2017, Villa World announced that it had successfully completed the Placement of approximately 8.9 million shares at $2.25 per share, raising $20.0 million.

The funds raised under the Bond Offer, Placement and SPP will be used for the acquisition of new sites that meet Villa World's investment criteria. The transaction gives Villa World additional financial capacity to replenish and increase land stocks through strategic purchases in optimal growth corridors, resulting in a 'step change' in the business. The SPP will provide existing eligible shareholders the opportunity to increase their equity holding in Villa World at the same price at which the Placement was undertaken.

The issue price represents a 5.5% discount to the closing price of $2.38 on Monday, 20 March 2017, being the last day in which the shares of Villa World traded before launch of the Placement and announcement of the SPP, and a 6.6% discount to the volume weighted average price for the 5 trading days up to and including Monday, 20 March 2017. Shares purchased through the SPP will not be subject to brokerage or any other transaction costs.

The SPP is open to all Villa World shareholders with a registered address in Australia or New Zealand as at 7.00pm (Sydney time) on Tuesday, 21 March 2017 (Eligible Shareholders). Eligible Shareholders may subscribe for a parcel of shares valued at $5,000 (2,222 shares), $10,000 (4,444 shares) or $15,000 (6,666 shares) under the SPP.

The SPP is targeted to raise up to a maximum of $10 million, and applications may be scaled back if necessary.

The SPP will open on Wednesday, 29 March 2017 and is expected to close on Thursday, 20 April 2017. Full details of the SPP are set out in the attached SPP Offer Booklet. I recommend that you read the SPP Offer Booklet before making a decision regarding your participation in the SPP and to contact your professional adviser if you are uncertain as to what action you should take. Participation in the SPP is optional.

If you have any questions in relation to the SPP, please call Villa World's share registry, Computershare Investor Services Pty Limited on 1300 651 684 (within Australia) or +61 3 9415 4000 (outside Australia).

On behalf of the Directors of Villa World, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours sincerely

916CR_0_Sample_CA/000001/000001

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

OVERVIEW OF THE OFFER

Villa World Limited (the Company or Villa World) announced on 22 March 2017 that it was conducting an offer of simple corporate bonds (the Bond Offer) and an institutional placement of Villa World ordinary shares to sophisticated and professional investors (the Placement). On 23 March 2017, the Company announced that it had successfully completed the Placement of 8,888,889 fully paid ordinary shares at $2.25 per share, raising approximately $20.0 million.

In connection with the Bond Offer and the Placement, an Investor Presentation was released to the ASX on 22 March 2017, which you can find on ASX and on the Announcements section of Villa World's website at

www.villaworld.com.au/investor-centre. You should read that Investor Presentation in full, including the Key Risks section.

In order to provide all eligible Villa World shareholders with the ability to participate in the equity raising, Villa World is pleased to provide details of its Share Purchase Plan (SPP).

The SPP is targeted to raise up to a maximum of $10 million and will provide existing eligible shareholders the opportunity to increase their equity holding in Villa World. The Directors of Villa World reserve the right in their absolute discretion to scale back applications if necessary.

Villa World's SPP gives you the opportunity to acquire up to $15,000 worth of ordinary shares in Villa World (New Shares) at an issue price of $2.25 per share (SPP Issue Price), being the price at which the Placement was conducted.

New Shares issued under the SPP will rank equally in all respects with all other fully paid ordinary shares in Villa World on the date of issue.

The funds raised under the Bond Offer, Placement and SPP will be used for the acquisition of new sites that meet Villa World's investment criteria. The transaction gives Villa World additional financial capacity to replenish and increase land stocks through strategic purchases in optimal growth corridors, resulting in a 'step change' in the business.

No brokerage or other charges will apply to shares acquired under the SPP. The SPP is not underwritten.

Applications to acquire New Shares under the SPP must be made in one of the following two ways:

1 Submit your payment for New Shares via BPAY® by using the specific biller code and reference number detailed on your personalised application form (Application Form). If you use BPAY® to pay for New Shares, you do not need to return the Application Form. Payment must be received by the registry prior to 5.00 pm (Sydney time) on Thursday, 20 April 2017 (SPP Closing Date). You should check and take into account the processing cut off times your financial institution has in advance of the SPP Closing Date to ensure your payment is received prior to the SPP Closing Date. New Zealand-based Villa World shareholders who do not have an Australian bank account cannot apply using BPAY®.

Please note that if you have multiple holdings, you will have multiple BPAY® reference numbers. To ensure that you receive your New Shares under the SPP in respect of a particular holding, you must use the specific biller code and reference number shown on each personalised Application Form. If you inadvertently use the same reference number for more than one of your applications, you will be deemed to have applied only for the application to which the reference number specifically applies to and any excess amount will be refunded.

By submitting your payment for New Shares via BPAY®, you certify and represent to Villa World that the aggregate application money paid by you in any capacity (except as a Custodian) for the New Shares under your application and any other New Shares issued to you, or to a Custodian on your behalf and at your instruction, under the SPP or any similar arrangement operated by Villa World in the 12 months before the date your application money is received by Villa World, is not more than $15,000.

Villa World Limited - SPP Offer Booklet 2 | P a g e