Clearview Wealth : Institutional Entitlement Offer Completed

Microsoft Word - 20160601 ClearView Successfully Completes institutional Raising MARKET RELEASE SYDNEY, 1 June 2016 NOT FOR THE RELEASE OR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS ClearView Successfully Completes Institutional Component of Entitlement Offer

On Monday, 30 May 2016, ClearView Wealth Limited (ClearView or the Company, ASX: CVW) announced that it would conduct a 1 for 10.2 pro rata accelerated renounceable Entitlement Offer (Entitlement Offer), comprising an institutional component (Institutional Entitlement Offer) and retail component (Retail Entitlement Offer, together the Entitlement Offer) to raise A$50 million.

ClearView is pleased to announce that it has completed the Institutional Entitlement Offer and successfully raised approximately A$34 million. The Institutional Entitlement Offer was strongly supported by ClearView's institutional shareholders, evidenced by a 100% take-up rate by eligible institutional shareholders and the subscription by Crescent Capital Partners(1) (Crescent) for its full entitlement.

ClearView Managing Director, Simon Swanson, said "We are delighted by the ongoing support demonstrated by ClearView's existing institutional shareholders and Crescent. We consider this a strong endorsement of ClearView's ability to continue to profitably grow the business."

All new shares to be issued under the Entitlement Offer (New Shares) will be issued at A$0.85 per share (Issue Price) and will rank equally in all respects with existing ordinary shares from the allotment date.

Settlement of the Institutional Entitlement Offer is expected to be completed by Wednesday, 8 June 2016 and, accordingly, New Shares to be issued under the Institutional Entitlement Offer are expected to be issued and commence trading on the ASX on Thursday, 9 June 2016.

The Entitlement Offer is fully underwritten by Morgan Stanley Australia Securities Limited (Underwriter).

1 Crescent Capital Partners and its associates hold shares in ClearView through a number of entities including CCP Bidco Pty Limited (ACN 159 362 428) as trustee for CCP Bidco Trust

Commencement of the Retail Entitlement Offer

The Retail Entitlement Offer is expected to raise a further A$16 million and is also underwritten by the Underwriter. The Retail Entitlement Offer will be open from Friday, 3 June 2016 to 5.00pm (Sydney time) on Wednesday, 15 June 2016. Eligible ClearView retail shareholders in Australia and New Zealand on the Record Date of 7.00pm (Sydney time) on Wednesday, 1 June 2016 will be entitled to participate in the Retail Entitlement Offer on the terms, and subject to the conditions, set out in the booklet to be sent out to eligible retail shareholders shortly (Retail Offer Booklet).

Eligible retail shareholders will have the opportunity to participate at the same Issue Price and the same entitlement ratio as the Institutional Entitlement Offer, being entitled to 1 New Share for every 10.2 existing shares held on the Record Date. Fractional entitlements of New Shares will be rounded up to the nearest whole number.

The Entitlement Offer is renounceable. Retail entitlements that are not taken up by eligible retail shareholders by the close of the Retail Entitlement Offer or that would otherwise have been offered to ineligible retail shareholders will be sold through the retail bookbuild on Monday, 20 June 2016.

Any proceeds of sale in excess of the offer price will be remitted proportionally to renouncing and ineligible shareholders (net of any applicable withholding tax). There is no guarantee that there will be any proceeds. The ability to sell entitlements under the bookbuild process and the ability to obtain any premium will be dependent upon various factors, including market conditions at the time of the bookbuild.

Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the Retail Offer Booklet and the accompanying personalised Entitlement and Acceptance Form, which are expected to be despatched to eligible retail shareholders shortly.

Additional Information

Further information about the equity raising and about ClearView's financial performance and position can be found in the presentation given to ASX by ClearView on Monday, 30 May 2016.

Eligible retail shareholders will be sent further details about the Entitlement Offer via a retail offer booklet to be lodged with ASX on Wednesday, 1 June 2016 and dispatched on or around Friday, 3 June 2016.

Retail shareholders who have questions relating to the Entitlement Offer should call the ClearView shareholders information line on 1300 616 143 (within Australia) or +61 3 9415 4100 (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday, prior to 5.00pm (Sydney time) Wednesday, 15 June 2016.

Appendix - Key Dates for the Equity Raising

Key Event	Date1
Record Date for Entitlement Offer	7.00pm, Wednesday, 1 June
Retail Entitlement Offer Opens	Friday, 3 June
Settlement of New Shares Under Institutional Entitlement Offer	Wednesday, 8 June
Allotment and Trading of New Shares Issued Under Institutional Entitlement Offer	Thursday, 9 June
Retail Entitlement Offer Closes	5.00pm Wednesday, 15 June
Announcement of Outcome Under the Retail Entitlement Offer	Friday, 17 June
Settlement of New Shares Issued Under Retail Entitlement Offer	Thursday, 23 June
Allotment of New Shares Issued Under Retail Entitlement Offer	Friday, 24 June
Trading of New Shares Issued Under Retail Entitlement Offer	Monday, 27 June

ENDS

For further information, please contact: Simon Swanson

Managing Director

+612 8095 1588

simon.swanson@clearview.com.au

About ClearView Wealth Limited

ClearView Wealth Limited is a diversified Australian financial services company with businesses that provide integrated life insurance, wealth management and financial planning solutions.

Additional information is available at www.clearview.com.au

1 The above timetable is indicative only and subject to change. ClearView in conjunction with the Underwriter reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws. All times and dates are in reference to 2016 Sydney time.