Cleansing Notice

17 February 2023


NZX Limited
WELLINGTON


Notice of Offer of Same Class Financial Products for Issue

Truscreen Group Limited (“TRU”) intends to undertake an offer of new ordinary shares in TRU (“New Shares”) by way of a pro-rata 1 for 5 renounceable rights offer to eligible shareholders (“the Rights Offer”) followed by an Oversubscription Bookbuild Facility process (“Oversubscription Bookbuild”).

For the purposes of this document the Rights Offer and the Oversubscription Bookbuild are together referred to as “the Offer”.

Pursuant to clause 20 of Schedule 8 of the Financial Markets Conduct Regulations 2014 (“Regulations”) and clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”), TRU advises that:
1. The Offer is being made in New Zealand in reliance upon the exclusion in clause 19 of Schedule 1 of the FMCA. TRU is giving this notice (“Cleansing Notice”) under clause 20(1)(a) of Schedule 8 of the Regulations.
2. As at the date of this Cleansing Notice, TRU is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to TRU’s quoted financial products; and
(b) its “financial reporting obligations” (within the meaning set out in clause 20(5) of Schedule 8 of the Regulations).
3. As at the date of this Cleansing Notice, there is no information that is “excluded information” within the meaning set out in clause 20(5) of Schedule 8 of the Regulations, in respect of TRU.
4. The Offer is not expected to have any material effect or consequences on the control of TRU.

The Offer is being made in Australia pursuant to section 708AA of the Corporations Act 2001 (Cth) (“Corporations Act”) (as notionally modified by the Australian Securities and Investments Commission (“ASIC”) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 23-0122). TRU advises that:

1. TruScreen will offer New Shares under the Offer without disclosure under Part 6D.2 of the Corporations Act.
2. This Cleansing Notice is being given under sections 708AA(2)(f) and 708A(12J) (as notionally inserted by ASIC Instrument 23-0122) of the Corporations Act.
3. As at the date of this Cleansing Notice, TRU has complied with its obligations under ASX Listing Rule 1.15.2.
On behalf of the Board,



Tony Ho
Chairman
Truscreen Group Limited

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Announcement PDF