Updated Appendix 3B

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13


Name of entity
Kathmandu Holdings Limited (KMD)

ABN
ARBN 139 836 918

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Fully paid ordinary shares (New Shares)


2 Number of
+
securities issued or to
be issued (if known) or maximum
number which may be issued

44,374,676 New Shares to be issued on 11
October 2019 under the institutional component
(the Institutional Offer) of the fully
underwritten accelerated pro rata entitlement
offer announced to ASX on 1 October 2019 (the
Offer).

The Offer consists of the Institutional Offer and
a retail component (the Retail Offer).

The total number of New Shares to be issued
under the Retail Offer is still to be finalised and
is subject to the reconciliation of shareholder
entitlements and rounding.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3 Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment
; if
+
convertible securities, the
conversion price and dates for
conversion)
The New Shares will be on the same terms as
existing fully paid ordinary shares in KMD
(Existing Shares).

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3


4 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
Yes, the New Shares will rank equally in all
respects with the Existing Shares from the date
of issue.


5 Issue price or consideration

NZ$2.55 (or A$2.37) per New Share.


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)






The Offer proceeds will be applied, together
with additional debt funding, to fund the
acquisition of 100% of the shares in Rip Curl
Pty Group Ltd
and associated transaction costs.


6a Is the entity an
+
eligible entity that
has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A


6b The date the security holder
resolution under rule 7.1A was
passed
N/A


6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A


6d Number of
+
securities issued with
security holder approval under rule
7.1A
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
6e Number of
+
securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)

N/A


6f Number of
+
securities issued under
an exception in rule 7.2
N/A


6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A


6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on which
valuation of consideration was
released to ASX Market
Announcements
N/A


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
New Shares under the Institutional Entitlement
Offer and Institutional Bookbuild – 11
October 2019
New Shares under the Retail Entitlement Offer
and Retail Bookbuild – 29 October 2019



Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in section
2 if applicable)



271,114,393 (after
allotment of New
Shares under the
Institutional Offer).
Fully paid ordinary
shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5


Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in section
2 if applicable)








375,810
374,437
261,388
Performance rights –
Kathmandu Holdings
Limited Long Term
Incentive Plan:

Issued 19 Dec 2016
Issued 20 Dec 2017
Issued 20 Dec 2018


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
The New Shares rank equally with the Existing
Shares.


Part 2 - Pro rata issue

11 Is security holder approval
required?

No


12 Is the issue renounceable or non-
renounceable?
Non-renounceable


13 Ratio in which the
+
securities will
be offered
1 New Share for every 4 Existing Shares held
on the record date for the Offer


14
+
Class of
+
securities to which the
offer relates
Fully paid ordinary shares


15
+
Record date to determine
entitlements
8.00pm (NZDT) / 5.00pm (AEST) 3 October 2019



16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
No


17 Policy for deciding entitlements in
relation to fractions

Where fractions arise in the calculation of
entitlements, they will be rounded down to the
nearest share.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
18 Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
All countries except Australia and New
Zealand and such other jurisdictions (which
will include Hong Kong, Norway, Singapore,
Switzerland and UK, in each case to
shareholders that are not in the United States
or are not acting for the account or benefit of a
person in the United States) in which KMD
decides to make offers under applicable
exemptions from the requirement to issue a
prospectus or other disclosure document in
those jurisdictions.


19 Closing date for receipt of
acceptances or renunciations
Institutional Entitlement Offer – 3 October
2019.

Retail Entitlement Offer – 21 October 2019.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

20 Names of any underwriters


The Offer is fully underwritten by Jarden
Partners Limited, Credit Suisse (Australia)
Limited and Deutsche Craigs Limited.


21 Amount of any underwriting fee or
commission
The Underwriters will be paid a fee equal to
the proceeds of the Offer multiplied by 1.50%
for their services in connection with the Offer.


22 Names of any brokers to the issue


N/A


23 Fee or commission payable to the
broker to the issue
N/A


24 Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
security holders
N/A


25 If the issue is contingent on security
holders’ approval, the date of the
meeting
N/A


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
The Offer Document and Entitlement and
Acceptance Form was sent to eligible retail
shareholders on Friday 4 October 2019.


27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
N/A


28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)


N/A


30 How do security holders sell their
entitlements in full through a
broker?
N/A


31 How do security holders sell part of
their entitlements through a broker
and accept for the balance?
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

32 How do security holders dispose of
their entitlements (except by sale
through a broker)?
Entitlements which are not taken up by an
eligible shareholder or which would have been
issued to ineligible shareholders had they been
entitled to participate, will be offered for sale
to institutional investors through an
institutional bookbuild, and to institutional and
certain retail investors t
hrough a retail
bookbuild.


33
+
Issue date


New Shares under the Institutional Entitlement
Offer and Institutional Bookbuild – 11
October 2019.

New Shares under the Retail Entitlement Offer
and Retail Bookbuild – 29 October 2019.


Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities held by
those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9


Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought

N/A



39
+
Class of
+
securities for which
quotation is sought

N/A


40 Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
N/A


41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)

N/A



Number
+
Class
42 Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in clause 38)



N/A N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may
quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is not
for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and
that no-one has any right to return any
+
securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.


Sign here: ...... ...................................................... Date: 10 October 2019
(Company secretary)


Print name: Chris Kinraid
== == == == ==

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue

Add the following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

Subtract the number of fully paid
+
ordinary
securities cancelled during that 12 month
period

“A”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013

Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2

Subtract “C”
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”

[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1

Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items

“E”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 14 04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2

Subtract “E”
Note: number must be same as shown in
Step 3

Total [“A” x 0.10] – “E”

Note: this is the remaining placement
capacity under rule 7.1A