Life360, Inc. | ABRN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | Investors.life360.com Page 1 ASX ANNOUNCEMENT 2 3 November 2021 C leansing Notice Under Section 708AA(2)(f) of the Corporations Act 2001 (Cth) On 2 3 November 2021 (Sydney time) ( 2 2 November 2021 Pacific Time), Life360, Inc. (ASX: 360) ( Company ) announced an accelerated non - renounceable pro - rata entitlement offer ( Entitlement Offer ) of 1 new C HESS Depositary Interest ( New CDI ) for every 15. 64 CDIs (3 New CDIs for every 15. 64 Shares) . The retail component of the E ntitlement O ffer will be extended to eligible retail securityholders with a registered address in Australia or New Zealand who hold existing CD I s or shares at 7.00pm ( Sydney time ) on 2 5 November 2021. The institutional component of the Entitlement Offer will be extended to certain other jurisdictions outside of Australia and New Zealand as determined by the Company. Capital raised by way of the Entitlement Offer is to be used as partial consideration f or the acquisition of Tile, Inc . The Company hereby notifies ASX under paragraph 708 A A( 2 )( f ) of the Corporations Act 2001 (Cth) ( Act ) as modified by ASIC Corporations (Non - Traditional Rights Issues) Instrument 2016/84 , ASIC Class Order 14/827 (Offers of CHESS Depositary Interests), ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 and ASIC Instrument 21 - 096 4 that: (a) t he New CDIs in the Company will be issued without disclosure to investors under Part 6D.2 of the Act; (b) as at the date of this Notice, the Company has complied with: (i) section 601CK of the Act; and (ii) section 674 of the Act; (c) as at the date of this Notice, there is no information that is ‘excluded information’ within the meaning of sections 708A A ( 8 ) and 708A A ( 9 ) of the Act that is required to be set out in this notice under section 708AA(7) of the Act; and (d) the potential effect the Entitlement Offer will have on the control of Life360 and the consequences of that effect will depend on a number of factors, including investor demand and the extent to which eligible securityholders take up their entitlements. Ho wever, given the structure of the Entitlement Offer as a fully underwritten pro - rata issue and the current level of substantial holdings (based on substantial holding notices that have been lodged on or prior to the date of this notice), the Entitlement Of fer (including the underwriting and any sub - underwriting arrangements) is not expected to have a material consequence on the control of Life360. Life360, Inc. | ABRN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | Investors.life360.com Page 2 Authorisation Chris Hulls, Director, Co - Founder and Chief Executive Officer of Life 360 authorised this anno uncement being given to ASX. About Life360 Life360 operates a platform for today’s busy families, bringing them closer together by helping them better know, communicate with and protect the people they care about most. The Company’s core offering, the Life360 mobile app, is a market leading app for families, with features that range from communications to driving safety and location sharing. Life360 is based in San Francisco and had more than 33 million monthly active users (MAU) as at September 2021, located in more than 195 countries. Further Inf ormation For further information on the Entitlement Offer, please visit https://investors.life360.com/investor - relations/ or call the Life360 Offer Information Line: 1300 855 080 (within Australia) or + 61 3 9415 4000 (outside Australia) between 8:30am an d 5:00pm (Sydney time) on Monday to Friday . Life360’s CDIs are issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers of securities which are made outside the US. Accordingly, the CDIs, have not been, and will not be, regis tered under the Securities Act or the laws of any state or other jurisdiction in the US. As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US or to a US person who is not a Qualified Institutional Buyer (QIB) for the foreseeable future except in very limited circumstances until after the end of the restricted period, unless the resale of the CDIs is registered under the Sec urities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a FOR Financial Product designation on the ASX. This designation restricts any CDIs from being sold on ASX to US persons excluding QIBs. However, you are still able to freely transfer your CDIs on ASX to any person other than a US person who is not a QIB. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.
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