AWN Holdings

We established and listed AWN Holdings (“AWN”) through a reverse merger on the Australian Stock Exchange (ASX) in April 2013, in order to open up access for investors to some of our privately-held operating companies. 

At the time of the IPO, our holdings included Intueri Education Group, HRM Asia, and Thermoscan.  By 2019, we had successfully sold these companies, delivering profitable returns to shareholders.  Today, AWN has holdings in VivoPower International PLC, EdventureCo, and Arowana Funds Management. In November 2021, AWN was voluntarily delisted from the ASX, following approval by shareholders.

Recent Announcements

Shareholder communications

Receiving your shareholder communications electronically is the best way to stay informed and will help your company reduce its environmental impact. If you haven’t already, we encourage you to make the switch to paperless communications and provide us with your email address. To make the change, login to www.investorserve.com.au, add your email address via ‘My Details’ on the left-hand side of the screen and click ‘Communication Options’ to select the communication options you would like to set to email.

You can make a standing election as to how you would like to receive certain documents including annual reports, meeting-related documents (for example notices of meeting and proxy/voting forms) and payment statements.

You can also make a one-off request to receive a document in physical or electronic form by contacting the registry on [email protected]

AWN Holdings Limited Low Volume Market

How To Buy or Sell Shares

The process for trading AWN Holdings Limited shares is outlined below.
Review the Low Volume Market Introduction and Important Notices.
Review the current Register of Sellers and Buyers and Recent Transactions.
Register Your Interest 
to Buy or Sell AWN shares.
If you are a Buyer or a Seller, you may request that AWN provides you with any details of any Seller or of any Buyer. To request this information, contact the AWN Low Volume Market operator.
Complete the transaction by completing a Standard Transfer Form and return it to the Registry.
A transfer fee of $55, inclusive of GST, is payable to the Registry.
The matching, negotiation and execution of any transaction that occurs will take place between the Seller and Buyer without any involvement from AWN Holdings Limited.

Settled transactions and off-market transfer forms will be processed by the Registry. Once the transaction has been processed by the Registry, AWN will then update the Register.

AWN will not handle any monies in connection with transactions conducted through the Market.
The Registry details are:

Boardroom Pty Limited
+61 2 9290 9600 or 1300 737 760
www.boardroomlimited.com.au
[email protected]
If you have any queries about this process, please contact AWN on the details below.
The Company Secretary
Phone: 02 8083 9800
Email: [email protected]
AWN Holdings Limited (AWN) is an unlisted public company and disclosing entity. AWN shares are not listed on any other licensed market or exchange. In order to provide shareholders with some liquidity for their shares, AWN has received approval from the Australian Securities & Investments Commission (“ASIC”) to operate a low volume financial market under the exemption provided by section 791C of the Corporations Act 2001 and in accordance with the conditions set out in the Corporations (Low Volume Financial Markets) Instrument 2016/888 (“Instrument”).

Prior to transacting on AWN’s Low Volume Market (“Market”) for the first time, it is important to note the following:

• the Market is covered by an exemption under section 791C of the Act;
• AWN is not licensed under Part 7.2 of the Act;
• AWN is not subject to the legal obligations that apply to the operator of a licensed market, including the requirement, to the extent that it is reasonably practicable to do so, to do all things necessary to ensure that the Market is a fair, orderly and transparent market.
AWN will record the aggregate total volume and value of transactions conducted on the market to ensure that:
No more than 100 (one hundred) completed transactions with a total value (measured by sale price) of not more than $1,500,000 (one million, five hundred thousand dollars), are entered into during any 12-month period.
If a transaction would cause either the total volume or value of all transactions entered in any 12-month period to exceed either of those limits, AWN will not approve the transaction and will suspend the market to the start of the subsequent 12-month period. In these circumstances, AWN would advise interested Sellers and Buyers they would have the option of either waiting for the next 12-month period to commence or to find a counterparty themselves that is not on the Market’s Register of Sellers and Buyers (“Register”).

The matching, negotiation and execution of any transaction that occurs will take place between the Seller and Buyer without any involvement from the Company. Settled transactions will be processed by AWN’s share registry, Boardroom Pty Limited (“Registry”). Once the transaction has been processed by the Registry, the Register will be updated by the Company accordingly.

All share transactions are to comply with AWN Holdings Limited’s constitution.
Pricing
AWN has no role in the negotiation, pricing or execution of any trade conducted on the Market. Statutory financial reports and other company announcements will be available for review on the Company’s website which may assist parties in their negotiations. In order to ensure they are fully informed; Sellers and Buyers are reminded to check this section of the Company’s website for any recently added information prior to finalising a transaction.

Tax Consequences
AWN is not able to provide Sellers with any advice in relation to the potential tax consequences of any sale as each shareholder’s circumstances are different. The Company requests that Sellers and Buyers seek their own taxation, financial and investment advice in relation to the consequences of any sale prior to entering into any transaction to buy or sell AWN shares.

Removing yourself from the Market Register or changing your price or volume
Details provided by Sellers and Buyers can be amended or removed from the Register by contacting the Company. The Company will provide contact details to facilitate registration on the Market register of interest.

Finding a Seller or Buyer Outside of the Low Volume Market
The Market is one liquidity option available to Sellers and Buyers of AWN shares. An alternative option is to seek a counterparty outside of the Market.

If a transaction conducted on the Market would cause either the total volume or value of all transactions entered in any 12-month period to exceed 100 transactions or $1,500,000 (by reference to sale price) respectively, then the Company will not approve the transaction and the Market will be suspended until the commencement of the subsequent 12 month period. In these circumstances, Sellers and Buyers will be advised they will be required to locate a counterparty outside of the Market should they wish to complete a transaction.

Confirming that the Seller is the True Owner of Shares they are Selling
Each AWN shareholder is issued with a holding statement for their AWN shares with a unique Securities Reference Number (SRN). Buyers may also inspect the register of members for AWN at its Registry to confirm the Seller is the registered holder of the shares.

AWN will not be responsible or liable to any buyer who does not receive good title to any AWN shares for which they have paid.

Cost of share transaction
AWN will not charge any fees to the Seller or the Buyer. A transfer fee of $55, inclusive of GST, is payable to the Registry by either the Seller or the Buyer (to be negotiated between the Seller and Buyer) for processing each off-market transfer form.

Register of Interest (Buyer and Sellers) on the Low Volume Market

A full list of Buyers and Sellers (including the number of shares and desired trading price) is provided below. To register your interest, please complete the AWN Registration and Consent Form.
Bids
OFFERS TO PURCHASE
Identification
Volume
Price ($)
Buyer #1
30000
0,3
Asks
OFFERS FOR SALE
Identification
Volume
Price ($)
Seller #1
44,356
0.68
Seller #2
2000
0.85
Seller #3
45,199
1.00
Seller #4
5,070
1.50
Seller #5
1,750
5.00
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Trading History for Shares Traded on the Low Volume Market

Only the most recent AWN share trades on the Low Volume Market are shown below.
Transaction
Date
Number of Shares
Price Per Share ($)
Total Consideration ($)
Transaction #1
05/May/22
5,858
$0.50
$2,929
Transaction #2
09/Sep/22
12500
$0,705
$8812,5
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Transactions Remaining on the Low Volume Market

DATE
VALUE OF REMAINING TRANSACTIONS
VOLUME OF REMAINING TRANSACTIONS
02/Feb/22
$1,500,000
100
05/May/22
$1,497,071
99
09/Sep/22
1488258,5
98
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If you have any queries, please contact AWN
on the details below.
The Company Secretary
Phone: 02 8083 9800
Email: [email protected]

Corporate Governance

AWN Company Constitution
Read
AWN Corporate Governance Statement Financial Year 2021
Read
AWN Workplace Gender Equality Report Financial Year 2021
Read
AWN Board Charter
Read
Audit and Risk Committee Charter
Read
Remuneration & Nomination Committee Charter
Read
Diversity and Inclusivity Policy
Read
Continuous Disclosure Policy
Read
Code of Conduct Policy
Read
Securities Trading Policy
Read
Whistleblower Policy
Read

Share Registry

InvestorServe access

Boardroom Pty Limited
Level 12, 225 George Street
Sydney, NSW 2000

+61 2 9290 9600 or 1300 737 760
+61 2 9279 0664

www.boardroomlimited.com.au
[email protected]

Key Information

Industry
Finance
Geography
Australia

Milestones

2021
Voluntary delisting from the ASX
2019
Successful sale of Thermoscan
2017
Establishment of EdventureCo Group
2016
Successful IPO of VivoPower International PLC on NASDAQ
2014
Successful sale of HRM Media
2014
Establishment of VivoPower
2014
Successful IPO of Intueri Education on ASX and NZX
2013
Reverse merger and IPO on ASX

Board of Directors

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