Update on the Proposed Admission to AIM and Delisting from ASX

Update on the Proposed Admission to AIM and Delisting from ASX

21st November 2016

ThinkSmart Limited (ThinkSmart or the Company) confirms it has provided a Schedule 1 announcement to the London Stock Exchange to formally initiate the process of ThinkSmart’s proposed admission to the AIM of the London Stock Exchange (AIM) and delisting from the Australian Securities Exchange (ASX).

Indicative timetable for admission to AIM and delisting from ASX
An indicative timetable of the expected dates of admission to AIM and delisting from ASX is set out below together with further information regarding the process whereby the Company’s ordinary shares (ThinkSmart Shares) can be converted into Depositary Interests (DIs) in order to facilitate trading on AIM.

2 December 2016 Admission Date – Expected date of admission (8:00am London time / 7:00pm Sydney time) of ThinkSmart Shares to trading on AIM (earliest date).

Suspension Date – Expected date of suspension of ThinkSmart Shares from quotation on ASX (suspension is subject to admission toAIM).

After this date, shareholders will be unable to trade ThinkSmart Shares on the ASX, and will not be able to trade ThinkSmart Shares on AIM unless shareholders convert them into DIs. Shareholders may commence converting ThinkSmart Shares into DIs from this date subject to the details set out below. Further information on DIs and the process to convert ThinkSmart Shares to DIs is set out below.

6 December 2016 Effective date of removal of ThinkSmart from the official list of ASX.
13 December 2016 All ThinkSmart Shares will be converted into certificated form, held on the Company’s Australian share register once the CHESS subregister is closed at the end of day (Sydney time).

The ability of shareholders to convert ThinkSmart Shares into DIs will be suspended from 4:30pm (Sydney time) on 13 December until shareholders receive their share certificate shortly after 16 December.

By 16 December 2016 Share certificates and Depositary Interests Issuance (Australian Register to UK DI Register) forms will be posted to ThinkSmart Shareholders’ registered addresses. Once received, shareholders will again be able to convert their ThinkSmart Shares into DIs if they wish to trade on AIM by following the processes set out below.

The above indicative dates supersede the dates that were outlined in the shareholder letter dated 21 October 2016. The Company will notify shareholders by way of announcement to ASX if there are any further changes to this timetable.

Converting your ThinkSmart Shares into DIs to allow trading on AIM
In order to trade ThinkSmart Shares on AIM, shareholders will firstly need to convert their ThinkSmart Shares to DIs.

To facilitate trading of Shares on AIM the Company has established a DI facility under which it has appointed Computershare Investor Services PLC as the depositary (the Depositary).

Securities of Australian issuers such as ThinkSmart cannot be directly registered, transferred or settled through CREST (which is the electronic settlement system in the UK). The DI facility overcomes this by creating entitlements to the Company’s shares (the DIs), which are deemed to be UK securities and therefore admissible to CREST. The underlying shares are listed and traded on AIM, while the DIs are transferred in CREST to settle those trades.

Step 1 – Engage a broker If your current trading arrangements are not suitable, you must first engage a suitable Australian broker who has an agreement with a UK broker that is able to trade on AIM and can accept the DIs into the CREST system to hold or for settlement purposes. Alternatively you may wish to appoint a broker based in the UK. A list of UK brokers can be found via the London Stock Exchange website www.londonstockexchange.com

ThinkSmart is also in the process of appointing a retail broker for a period of three months to aid ThinkSmart shareholders whose existing broker is unable to trade on AIM (subject to usual client acceptance procedures). A further announcement will be made shortly to confirm the details of this broker.

Step 2 – Convert ThinkSmart Shares to DIs Converting to DIs in the period between 2 and 13 December Prior to 4:30 pm (Sydney time) on 13 December, while your ThinkSmart Shares are still in uncertificated form, if you wish to convert your Shares to DIs you are required to submit a Depositary Interests Issuance (Australian Register to UK DI Register) form.

If your ThinkSmart Shares are held on the CHESS subregister you will need to arrange with your broker or participant to deliver them via CHESS to Computershare Clearing Pty Limited PID 20127.

A Depositary Interests Issuance (Australian Register to UK DI Register) form will be made available at the Company’s website www.thinksmartworld.com

Converting to DIs after 13 December

When the CHESS subregister is closed, you will only be able to request to have DIs issued once you receive your share certificate, which is expected to be posted to your registered address on 16 December.

Once the certificate is received, you are required to submit your original share certificate and completed Depositary Interests Issuance (Australian Register to UK DI Register) form to Computershare’s Global Transactions team.

In all instances it is important that you complete the form in full and in particular the CREST participant details in full within the DI Issuance Instructions section. Your broker can assist you with providing this information.

It is expected that the conversion process of transferring ThinkSmart Shares into DIs will take approximately 24 hours. After this time, ThinkSmart shareholders will be able to trade their ThinkSmart Shares on AIM, subject to having a broker who can facilitate this trade.

Further information:
If you have any questions or would like further information about the delisting process, please contact the Company on +61 (0)8 9380 8333 or the Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

www.thinksmartworld.com

Ned Montarello, Executive Chairman
+61 (0)8 9380 8333

Neil Hackett, Company Secretary
+61 (0) 403 535 391

Michael Mullane, Cannings Corporate Communications
+61 (0)2 8284 9993

ABOUT THINKSMART:
ThinkSmart Limited (ASX: TSM) a financial technology company and a leader in digital, paperless, retail point of sale finance which processes high volumes of finance transactions quickly and efficiently through its SmartCheck proprietary technology. This enables online credit approval in just a few minutes whether customers are online or in store. Our products are executable throughout today’s complex retail channel, creating additional revenue and enhanced margin performance – on and off line.

For over 14 years, ThinkSmart has been an exclusive partner to Dixons Retail, now the newly merged Dixons Carphone Group Plc, where we have developed compelling Business and Consumer lease finance propositions, most recently introducing Upgrade Anytime – a first to market offer which enables consumers to upgrade to the very latest computing and vision products, bringing more technology to more customers more often.

Download the full announcement here.