Aspen Group Limited ABN 50 004 160 927

Aspen Property Trust

ARSN 104 807 767

Suite 21 285A Crown Street

Surry Hills NSW 2010

Telephone: 02 9151 7500

Email:homemail@aspengroup.com.au

ASX ANNOUNCEMENT

27 April 2022

Aspen Group (ASX: APZ)

Extraordinary General Meeting

In accordance with Listing Rule 3.17, attached are the following documents:

  • 1. A Letter to Shareholders regarding arrangements for the Extraordinary General Meeting as dispatched to Shareholders in lieu of the Notice of Meeting;

  • 2. Notice of Meeting with Schedule; and

  • 3. Proxy Form

Yours faithfully

Mark Licciardo Company Secretary

END

Announcement authorised by the Board of Aspen Group Limited.

For further information, please contact:

David Dixon

Joint Chief Executive Officer Phone: (+61) 2 9151 7584

Email:davidd@aspengroup.com.au

John Carter

Joint Chief Executive Officer Phone: (+61) 2 9151 7586

Email:johnc@aspengroup.com.au

27 April 2022

Aspen Group - Extraordinary General Meeting

Dear Shareholder

Aspen Group Limited (ASX: APZ) ("the Company") and Aspen Property Trust (the "Trust") (together "Aspen Group") are pleased to invite shareholders to attend the Extraordinary General Meeting ("Meeting"):

  • to be held on Thursday, 26 May 2022 at 4:00pm (AEST)

  • at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000.

The Meeting registrations will commence from 3:30pm, managed by Aspen Group's Share Registrar, Automic Registry Services.

In accordance with section 253RA(2) of the Corporations Act 2001 (Cth), the Notice, accompanying explanatory statement and annexures (the Meeting Materials) are being made available to shareholders electronically via Aspen Group's website:https://aspengroup.com.au/investor-centre/

In the event that it is necessary or appropriate for Aspen Group to make alternative arrangements for the Meeting, information will be lodged with the ASX atwww.asx.com.au (ASX: APZ) and Aspen Group's website athttps://aspengroup.com.au/investor-centre/

How to submit your vote in advance of the Meeting

Shareholders may vote in advance of the Meeting by completing and lodging their Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions:

  • Login to the Automic website using the holding details as shown on the Proxy Form.

  • Click on 'View Meetings' - 'Vote'.

To use the online lodgement facility, Securityholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

For your voting instructions to be valid and counted towards this Meeting, please ensure that your online lodgement is received no later than 4.00 pm (AEST) Tuesday, 24 May 2022. Voting instructions received after this time will not be valid for the scheduled Meeting.

As a valued securityholder of Aspen Group we look forward to your participation in the Meeting.

Clive Appleton

Chairman

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Aspen Group Limited ACN 004 160 927 (the "Company") and Aspen Property Trust ARSN 104 807 767 (the "Trust") (together "Aspen Group") will be held at:

Date: 26 May 2022

Time: 4.00pm (AEST)

Venue: Automic Group, Level 5, 126 Phillip Street,

Sydney NSW 2000

A proxy form is enclosed

This Extraordinary General Meeting relates to the proposed acquisition by Aspen Group Limited of all of the issued shares in Hindmarsh Marina (SA) Pty Ltd and the issue of APZ Securities as consideration (the MHIF Transaction). The Independent Expert has concluded that the MHIF Transaction is fair and reasonable to, and in the best interests of, the Non-Associated Aspen Securityholders.

Please read the Notice of Meeting and Explanatory Statement carefully. If you are unable to attend the meeting, please complete and return the enclosed proxy form in accordance with the specified instructions.

MEETING DETAILS AND IMPORTANT DATES

Date of Notice of Meeting

27 April 2022

Expected date of dispatch of Notice of Meeting

27 April 2022

Last date and time for receipt of Proxy Forms

4.00pm (AEST) on 24 May 2022

Date and time of Extraordinary General Meeting

4.00pm (AEST) on 26 May 2022

Subject to Aspen Securityholders approving the Resolutions at Extraordinary General Meeting, Completion under the Share Purchase Agreement, the issue of Consideration Securities and payment of cash consideration

On or before 20 June 2022

THIS DOCUMENT DOES NOT CONSTITUTE FINANCIAL PRODUCT ADVICE

The provision of this document is not, and should not be considered as, the provision of financial product advice. This document is not and should not be construed as a recommendation to you by any of Aspen Group Limited, the responsible entity of the Trust, or any of their related corporations, directors, employees or agents, nor any other person. The information in this document is of a general nature and does not take into account your individual investment objectives, financial situation or particular needs. Accordingly, before making a decision as to how to vote on the resolutions, you should conduct your own investigations and analysis and seek appropriate legal, financial, tax and other advice.

FORWARD LOOKING STATEMENTS

Forward-looking statements can be identified by the use of forward-looking terminology including, without limitation, "may", "could", "believes", "estimates", "expects", "intends" and other similar words. Such forward-looking statements are by their nature subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions that are subject to change (and in many cases are outside the control of Aspen Group, the responsible entity and their respective directors) which may cause actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. There can be no assurance that actual outcomes will not materially differ from those predicted or implied by any forward-looking statements and the forward-looking statements should not be relied on as an indication of future value or for any other purpose.

Letter from chair of the Independent Board Committee

Dear Aspen Securityholders

Aspen Group comprises Aspen Group Limited ACN 004 160 927 (the Company) and Aspen Property Trust ARSN 104 807 767 (the Trust). Evolution Trustees Limited (ACN 611 839 519 AFSL 486217) acts as the responsible entity of the Trust (Evolution Trustees) and the Company (or its affiliate) acts as the manager of the Trust. Units in the Trust and shares in the Company are stapled together (APZ Securities) and are listed on ASX (ASX code: APZ).

On 24 February 2022, Aspen Group announced that it proposed to enter into a share purchase agreement with the shareholders of Hindmarsh Marina (SA) Pty Ltd ACN 620 945 548 (the Marina Hindmarsh Island Fund or MHIF, the manager of which is Mill Hill Capital Pty Ltd, Mill Hill Capital) under which the Company would acquire the issued shares in MHIF from the MHIF Shareholders in consideration for a combination of cash and the issue of APZ Securities to the MHIF Shareholders (MHIF Transaction).

The MHIF Transaction is subject to approval by Aspen Securityholders who are not associated with the MHIF Transaction. Approval is being sought at this extraordinary general meeting of Aspen Group.

Aspen Group has entered into a Share Purchase Agreement with MHIF Shareholders holding (in aggregate) 100% of the shares in MHIF. Subject to obtaining the requisite Aspen securityholder approval, and the satisfaction of the other conditions under the Share Purchase Agreement, Aspen Group will issue up to a total of 16.24 million new APZ Securities to MHIF Shareholders, being 162,442 APZ Securities for each MHIF share held by MHIF Shareholders, representing up to a maximum of 11.6% of existing APZ Securities on issue (noting MHIF Shareholders may also elect to receive a portion of consideration in cash).

Independent Board Committee

Mr John Carter is a director and Joint Chief Executive Officer of the Company and a director and shareholder of MHIF (holding 10% of MHIF shares through related entities) and is considered a related party for the purposes of the MHIF Transaction. Mr David Dixon, Joint Chief Executive Officer of the Company is also a director and shareholder of MHIF (holding 5% of MHIF shares through a related entity). Mr Dixon is not a director of the Company, however disclosure is provided, and approval is also sought in respect of Mr Dixon, in order to provide transparency to Aspen Securityholders.

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Aspen Group Ltd. published this content on 26 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 00:14:08 UTC.