Ann: GENERAL: VML: Pre-break announcement

• Release Date: 01/09/15 13:29
• Summary: GENERAL: VML: Pre-break announcement
• Price Sensitive: No
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					VML
01/09/2015 13:29
GENERAL
PRICE SENSITIVE
REL: 1329 HRS VMob Group Limited

GENERAL: VML: Pre-break announcement

Pre-break announcement
Auckland, New Zealand - 1 September 2015

Introduction

VMob Group Limited (NZAX:VML) ('VMob') has applied to NZX Limited ('NZX') to
request:

o cessation of Quotation of its shares on the NZX Alternative Market ('NZAX')
in accordance with Rule 5.4.1(b) of the NZAX Listing Rules; and
o commencement of Quotation of its shares on the NZX Main Board in accordance
with Rule 5.2 of the NZX Main Board Listing Rules, (the 'Migration').

Capitalised terms used in this pre-break announcement and which are not
otherwise defined have the meanings given to those terms in the NZAX Listing
Rules or the NZX Main Board Listing Rules (as applicable).

Why is VMob making this pre-break announcement?

Under NZAX Listing Rule 5.4.1, NZX may impose conditions on the cancellation
of Quotation of securities on the NZAX. Similarly, under NZX Main Board
Listing Rule 5.3.2, NZX may impose conditions that must be fulfilled in order
to obtain Quotation of securities on the NZX Main Board.

One of the conditions set by NZX for the Migration is the requirement for
VMob to comply with the pre-break disclosure procedure contained in Rule 10.2
of the NZAX Listing Rules. This pre-break announcement is released in order
to satisfy that condition. Other key conditions set by NZX for the Migration
require:

o VMob to issue a "Profile" which must include, amongst other things, a
"cleansing notice" to confirm VMob's compliance with its continuous
disclosure obligations and that VMob is not relying on any exclusion in Rule
10.1.1(a) of the NZAX Listing Rules to avoid or delay disclosure of Material
Information. That Profile will also identify the Independent Directors of
VMob at that time;
o VMob Directors to provide acknowledgments to NZX under NZX Main Board
Listing Rule 2.2.2;
o VMob to provide a legal opinion to NZX, confirming that VMob's constitution
complies with the NZX Main Board Listing Rules;
o VMob to confirm to NZX that it complies with the Independent Director
requirements in Rule 3.3.1 of the NZX Main Board Listing Rules and the audit
committee requirements in Rule 3.6 of the NZX Main Board Listing Rules; and
o VMob to confirm to NZX that it meets the spread requirements in Rule 5.2.3
of the NZX Main Board Listing Rules.

In connection with the Migration, VMob has applied for waivers from Rules
5.2.1 and 5.2.2(b) of the NZX Main Board Listing Rules, to enable VMob to
apply directly for Quotation of its shares on the NZX Main Board (rather than
being required to make that application through an Organising Participant).

What will happen to my existing shares in VMob as a result of the Migration?

If the Migration proceeds, your shares, which are currently quoted on the
NZAX, will be quoted on the NZX Main Board. VMob will become subject to the
NZX Main Board Listing Rules, and you will have the rights as a shareholder
set out in those Rules, as well as your rights as set out in Schedule 2 of
VMob's constitution that come into force from the date of quotation, as well
as all other rights under other applicable law.

In comparison to the NZAX Listing Rules, the NZX Main Board Listing Rules
impose enhanced governance requirements on VMob (including, for example, the
requirement for a minimum number of Independent Directors) and more
restrictive requirements on the types of transaction that may be undertaken
by VMob without shareholder approval. In addition, the NZX Main Board Listing
Rules do not contain pre-break disclosure provisions.

VMob does not consider that any material negative effect to its existing
shareholders will arise due to the Migration.

Shareholders have the right to call a special meeting
Section 121 of the Companies Act 1993 requires that the Board of VMob call a
special meeting of shareholders if shareholders holding shares in VMob
together carrying not less than 5% of the voting rights entitled to be
exercised at a meeting of shareholders submit a written request for a
meeting.

As required by NZX, the Migration pursuant to this pre-break announcement is
conditional on:

o the expiry of a period of 10 trading days following this pre-break
announcement; and
o no special meeting of shareholders being called pursuant to section 121 of
the Companies Act 1993 during the 10 trading day period referred to above.

If these conditions are satisfied, VMob may proceed with the Migration,
provided that the other conditions imposed by NZX are fulfilled to NZX's
satisfaction.

The contact details for VMob for the delivery and acceptance of a written
request under section 121 of the Companies Act 1993 are:
VMob Group Limited PO Box 90722 Victoria Street West Auckland
Attention: Steve Allan

Reasons for the Migration

VMob believes the move to the NZX Main Board is in the best interest of
shareholders and is likely to lead to increased investor exposure and
improved liquidity.

Timetable

The key milestones for the Migration are as follows:
Expiry of the pre-break announcement period 1 October 2015
Cessation of Quotation of VMob shares on NZAX from close of trading 1 October
2015

Directors' interests

VMob does not consider that any Directors of VMob are interested in the
Migration.

Certificate

We, being all of the Directors of VMob, certify that the terms of the
Migration are fair and reasonable to VMob shareholders and in the best
interests of VMob shareholders.

Scott John Bradley
Philip John Norman
Timothy John Cook
Sean Robert Joyce
Michael James Carden

For further information, please contact: Steve Allan, Chief Financial Officer
+64 27 480 9991 [email protected]

About VMob

VMob is an end-to-end mobile personalisation platform that lets retailers and
other customer-facing brands create highly personalised marketing campaigns
to reach customers at exactly the right time and place - resulting in much
higher conversion rates.
The VMob platform integrates with the brand's own smartphone app to
continuously collect and store a range of real-time data (including location,
movement speed, local weather and nearby events), combining it with
information on past transactions through its "Internet of Things" platform to
deliver a level of personalised content not possible with other media.

Offers, campaigns and content personalised with this data are delivered
within the smartphone app, and to other channels via API connections.

VMob was founded in Auckland, New Zealand and now has offices in San
Francisco, Chicago, New York, London, Tokyo and Sydney and is listed on the
NZX Alternative Market (NZAX: VML).

VMob has already achieved success in worldwide markets with strong
partnerships and clients including McDonald's, 7-Eleven, Exxon, Anheuser
Busch, Heart of the City, Spark New Zealand, Telkom Indonesia, Loyalty New
Zealand, and Yellow Pages.

Visit www.vmob.com to learn more.

ENDS
End CA:00269446 For:VML    Type:GENERAL    Time:2015-09-01 13:29:04