ACQUISITION OF OPTICOMM For personal use only AND EQUITY RAISING CREATION OF A GROWING, LARGE SCALE NATIONAL PRIVATE FIBRE CHALLENGER 15 JUNE 2020 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER For personal use only Overview Summary Information Forward-looking statements This document is issued by Uniti Group Limited ACN 158 957 889 (“Uniti” or “UWL”) This document contains summary information about Uniti and its associated and This document may contain certain forward-looking statements. Forward-looking on 15 June 2020. This document has been prepared in relation to an accelerated non- proposed associated entities and their activities as known by Uniti at the date of this statements can generally be identified by the use of forward looking words such as renounceable pro-rata entitlement offer consisting of an institutional offer to document. The information contained in this document is of general background and ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘sophisticated’ or ‘professional’ investors in accordance with section 708(8) or does not purport to be complete. It should be read in conjunction with Uniti’s ‘should’, ‘will’, ‘could’, ‘may’, ‘target’, ‘plan’ and other similar expressions within the 708(11) of the Corporations Act 2001 (Cth) (“Corporations Act”) and a retail offer to periodic and continuous disclosure announcements lodged with ASX which are meaning of securities laws of applicable jurisdictions, and include statements eligible shareholders (“Entitlement Offer”) of fully paid ordinary shares in UWL (“New available at www.asx.com.au regarding outcome and effects of the Entitlement Offer. Indications of, and guidance Shares”). This document is not a prospectus or other offering document under Australian or or outlook on future earnings, distributions or financial position or performance are any other law. This document does not contain all of the information which would be also forward-looking statements. These forward-looking statements have been made Not an offer required to be disclosed in a prospectus or other offering document. The based upon UWL’s expectations and beliefs concerning future developments and This document is for information purposes only and is not an invitation nor offer of information in this document remains subject to change without notice. their potential effect upon UWL (and its controlled entities) and are subject to known securities for subscription, purchase or sale in any jurisdiction. This document will not and unknown risks and uncertainties which are, in many instances, beyond UWL’s be lodged with ASIC and is not approved by or registered with any regulator in any Regulatory Event control or the control of the JLM Parties (defined below), and may involve significant jurisdiction. This document should not be considered to be an offer or invitation or a The underwriting agreement dated 14 June 2020 between Uniti and the JLMs elements of subjective judgement and assumptions as to future events which may or solicitation of an offer to acquire entitlements or any other financial products and provides that each JLM will not be issued any shares that would either cause it to may not be correct. No assurance is given that future developments will be in neither this document nor any of its contents will form the basis of any contract or breach the 20% takeover threshold contained in section 606 of the Corporations Act accordance with UWL’s expectations. Actual results could differ materially from those commitment. 2001 (Cth) or Australia’s published Foreign Investment Review Board policy or which expected by UWL and UWL assumes no obligation to update any forward-looking The retail offer booklet for the retail component of the Entitlement Offer (“Retail would require notification under the Foreign Acquisitions and Takeovers Act 1975 statements or information. Refer to the ‘Key Risks’ section of this document for a Entitlement Offer”) will be available following its lodgement with ASX. Any eligible (Cth). The issue size is approximately 192.9 million shares or 37.3% of the Uniti’s summary of certain risk factors that may affect UWL. None of the JLM Parties retail shareholders wishing to participate in the Retail Entitlement Offer should issued capital post completion of the Entitlement Offer. If a JLM would be required to (defined below) have authorised, approved or verified any forward-looking consider the retail offer booklet in deciding whether to participate, and will need to take up shares which would otherwise cause it to breach or notify under these statements or Key Risks. apply in accordance with the instructions contained in the booklet and the provisions then, for the purposes of ASIC Report 612 (March 2019), (i) it will still fund accompanying personalised entitlement and acceptance form. its respective proportion of the entire underwritten proceeds in accordance with and subject to the terms of the underwriting agreement by the completion date; and (ii) Not advice or recommendation the number of excess shares (if any) at and above the level which would otherwise The information set out in this document does not constitute or purport to be a cause it to breach or notify under these provisions (“Relevant Securities”) will not be securities or other recommendation by UWL or any other person and has been issued to the relevant JLM on the relevant issue date; but (iii) the relevant JLM must prepared without taking into account the objectives, financial situation or needs of continue its efforts to procure subscribers for the Relevant Securities and Uniti must any recipient or other person. The information in this document does not constitute issue such Relevant Securities upon notification from the relevant JLM that it has financial product advice (nor investment, taxation or legal advice). procured such subscribers for the Relevant Securities, or is itself able to subscribe for Before making an investment decision in respect of the Entitlement Offer or those Relevant Securities without breach or notification under these provisions otherwise, investors should consider the appropriateness of the information having (which may occur after close of the Entitlement Offer). Any such Relevant Securities regard to their own objectives, financial situation or needs and seek appropriate will be issued at the Offer Price. No material impact on control is expected to arise as advice applicable to them in their jurisdiction. An investment in UWL is subject to a consequence of these arrangements or from any shareholder taking up their investment risk including possible loss of income and principal invested. Please see entitlement where these arrangements operate. The directors of Uniti reserve the the ‘Key Risks’ section of this document for further details. right to issue any shortfall (including any Relevant Securities) under the Entitlement Cooling off rights do not apply to the acquisition of New Shares under the Offer. Any such Relevant Securities will be allocated to the JLM or to third party Entitlement Offer. investors as directed by the JLM. 1 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
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