ASX ANNOUNCEMENT Off-Market Equal Access Buy-Back, Dividend Announcement and Shareholder Update 2 June, 2014 - Arowana International Limited (Arowana; ASX: AWN) today announced that: it will seek to buy-back up to 5.5% of its ordinary shares on issue through an off-market equal access buyback process; and the Directors of Arowana have determined to pay a fully-franked dividend of two cents per share. The record date for determining entitlement to the dividend and the entitlement to participate in the buy back is 13 June 2014. The intended payment date for this dividend is expected to be on or around 19 June 2014. As outlined in the shareholder booklet dated 16 April 2014 and the supplementary shareholder notice dated 8 May 2014, the board intends to return to shareholders some of the cash proceeds from the sale of Arowana s interest in Intueri Education Group Limited (Intueri) under the initial public offer of Intueri. The board is of the view that the best way to achieve this is through an off-market equal access buy-back and paying a special dividend to shareholders. Details of the Buy-Back are outlined below. The full terms of the Buy-Back will be set out in a shareholder booklet that will be mailed to eligible participants by 18 June 2014. Details of the Buy-Back Subject to a maximum buy-back of 5.5% of the total number of shares on issue (Maximum Buy-Back Amount), Arowana will offer to buy back up to all of a shareholder s shares (Buy-Back) at a price that is the higher of: $0.90 per share (being, the volume weighted average price of the shares over the 5 trading days ended 30 May 2014); and the volume weighted average price of the shares over the 5 trading days immediately before the Buy-Back closing date of 18 July 2014. Under the Buy-Back, shareholders may nominate to sell all or some of their shares. If the total number of acceptances exceeds the Maximum Buy-Back Amount, the number of each accepting shareholder s shares will be reduced by the proportion needed to ensure Arowana buys back no more than the Maximum Buy-Back Amount. The Buy-Back is open to all eligible shareholders (in general, shareholders who are registered holders of Arowana shares on 13 June 2014). Participation in the Buy-Back is voluntary. On completion of the Buy-Back, Arowana intends to undertake an unmarketable parcel sale process pursuant to which parcels of securities with a value of less than $500 based on the closing price of shares on ASX on a Level 11, 153 Walker Street North Sydney NSW 2060 Tel: +61 (0)2 8083 9800 Fax: +61 (0)2 8083 9804 AROWANA INTERNATIONAL LIMITED ABN 83 103 472 751 Level 11, 110 Mary Street, Brisbane QLD 4000 PO Box 15575, City East QLD 4002 Tel: +61 (0)7 3182 3200 Fax: +61 (0)7 3182 3299
date to be determined after the close of the Buy-Back will either be bought back by the Company or sold through a share sale facility. Under an unmarketable parcel sale process shareholders with an unmarketable parcel of shares may nonetheless elect to retain their shares. Shareholder update The initial public offer (IPO) of Inteuri Education Group Limited (Intueri) has been successfully completed. As foreshadowed in the Supplementary Notice to shareholders dated 8 May 2014, Arowana has now received net cash proceeds of approximately $94 million with the exact amount to be determined once transaction costs of the IPO have been finalised. Based solely on the value of Arowana s unaudited net cash balance (after the payment of Intueri IPO costs) plus the market value of Arowana s 24.9% holding in Intueri (as measured by Intueri s closing price on 30 May 2014 of A$2.33), Arowana has current unaudited net tangible assets of approximately $164 million (or $1.00 per share) (excluding the cost of the proposed dividend, Buy-Back and payment to eligible Arowana enterprise office staff under the LTVCP). This analysis does not include any value for Arowana s profitable subsidiaries (Thermoscan and HRM Asia). In relation to investment opportunities the Arowana management team is currently reviewing a number of attractive acquisition and joint venture opportunities in various sectors. Arowana has a well-developed pipeline of potential investments and is also actively seeking to expand its presence in the South East Asian region, with a number of opportunities under consideration, in particular in the education testing & enrichment and healthy food & beverage sectors. As always, the Arowana team will continue to apply its disciplined forensic approach in assessing investment opportunities and adopt a long-term mindset in all investment and operational activities. Tom Bloomfield Company Secretary Level 11, 153 Walker Street North Sydney NSW 2060 Tel: +61 (0)2 8083 9800 Fax: +61 (0)2 8083 9804 AROWANA INTERNATIONAL LIMITED ABN 83 103 472 751 Level 11, 110 Mary Street, Brisbane QLD 4000 PO Box 15575, City East QLD 4002 Tel: +61 (0)7 3182 3200 Fax: +61 (0)7 3182 3299
Appendix 3C Rule 3.8A Announcement of buy-back (except minimum holding buy-back) Information and documents given to ASX become ASX s property and may be made public. Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10 Name of entity ABN/ARSN Arowana International Limited 83103472751 We (the entity) give ASX the following information. Information about buy-back 1 Type of buy-back Off-market equal access buy-back 2 + Class of shares/units which is the subject of the buy-back (eg, ordinary/preference) Ordinary shares 3 Voting rights (eg, one for one) One for one 4 Fully paid/partly paid (and if partly paid, details of how much has been paid and how much is outstanding) Fully paid 5 Number of shares/units in the + class on issue 163,159,830 6 Whether shareholder/unitholder approval is required for buy-back No 7 Reason for buy-back Capital management + See chapter 19 for defined terms. 11/01/2010 Appendix 3C Page 1
8 Any other information material to a shareholder s/unitholder s decision whether to accept the offer (eg, details of any proposed takeover bid) The Company will offer to buy back up to all of each shareholder s shares at the higher of $0.90 per share (being, the volume weighted average price of the shares over the 5 trading days ending 30 May 2014) and the volume weighted average price of the shares over the 5 trading days immediately before the closing date. If the total number of acceptances exceeds the maximum percentage of shares the Company is seeking to buy back, the number of each accepting shareholder s shares will be reduced by the same proportion needed to ensure that the Company buys back no more than 5.5% of shares on issue. The full terms of the buy-back will be set out in a booklet which will be mailed out to eligible participants by 18 June 2014. On-market buy-back 9 Name of broker who will act on the company s behalf 10 Deleted 30/9/2001. 11 If the company/trust intends to buy back a maximum number of shares - that number Note: This requires a figure to be included, not a percentage. 12 If the company/trust intends to buy back shares/units within a period of time - that period of time; if the company/trust intends that the buy-back be of unlimited duration - that intention 13 If the company/trust intends to buy back shares/units if conditions are met - those conditions Employee share scheme buy-back
14 Number of shares proposed to be bought back 15 Price to be offered for shares Selective buy-back 16 Name of person or description of class of person whose shares are proposed to be bought back 17 Number of shares proposed to be bought back 18 Price to be offered for shares Equal access scheme 19 Percentage of shares proposed to be bought back Up to 5.5% of shares on issue. 20 Total number of shares proposed to be bought back if all offers are accepted 8,973,791 21 Price to be offered for shares The higher of $0.90 per Share (being, the volume weighted average price of the Shares over the 5 trading days ending 30 May 2014) and the volume weighted average price of the Shares over the 5 trading days immediately before the buy-back closing date, which is expected to be 18 July 2014. 22 + Record date for participation in offer 13 June 2014 Cross reference: Appendix 7A, clause 9. Compliance statement 1. The company is in compliance with all Corporations Act requirements relevant to this buy-back. or, for trusts only: + See chapter 19 for defined terms. 11/01/2010 Appendix 3C Page 3
1. The trust is in compliance with all requirements of the Corporations Act as modified by Class Order 07/422, and of the trust s constitution, relevant to this buy-back. 2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form. Sign here:... Date:...2/06/14... Company secretary Print name:...tom BLOOMFIELD...