TSL.L Regulatory News (TSL)

6 March 2019

ThinkSmart Limited

("ThinkSmart" or the "Company")

Return of Capital and Dividend

ThinkSmart announces that the Board have agreed a return of capital and dividend as follows:

Background

ThinkSmart Limited ("ThinkSmart" or "the Company") refers to:

1. its announcement dated 28 August 2018 in relation to the sale of its initial tranche of 750,000 shares in the capital of Afterpay Touch Group Limited at a price of A$20 per share, issued to the Company as consideration shares for the sale of shares in ClearPay Finance Limited; and

2. its 2018 Annual General Meeting held on Wednesday, 14 November 2018, at which shareholders of the Company approved a capital reduction of up to A$8,000,000 (with the final amount of the capital reduction to be determined by the directors of the Company).

Return of Capital and Dividend

The Company is pleased to announce that the ThinkSmart board of directors approved that the Company distribute A$7,999,751.44 to shareholders (the "Distribution") in two parts:

1. a capital reduction, pursuant to which the Company will return 3.772 cents per share (or depositary interest) to shareholders (or depositary interest holders) ("Return of Capital"); and

2. a special dividend of 3.772 cents per ordinary share (or depositary interest) - 0.440 cents of which will be fully franked, with the remaining 3.332 cents declared as attaching conduit foreign income ("Dividend").

The key dates for the Distribution are:

For depositary interest holders, the Return of Capital and Dividend will be paid through Crest in Sterling (GBP). The Company's registrars, Computershare, will convert the AUD amounts relating to depositary interest holders into GBP on 22 March 2019 to enable the payments to be made to depositary interest holders in GBP on 29 March 2019. For shareholders, the payments will be made in AUD on 29 March 2019.

The Company's resulting cash position immediately following payment of the Return of Capital and Dividend will stand at approximately £6.7m.

Class Rulings

ThinkSmart is in the process of applying for class rulings from the Australian Taxation Office ("ATO") regarding the Australian income tax treatment of the Return of Capital ("Class Rulings"). The Notice of Annual General Meeting dated 22 October 2018 included commentary on the potential tax implications of the capital component (the Return of Capital) and the dividend component (the Dividend) of the Distribution.

ThinkSmart advises that the Class Ruling process is progressing and it has now had the benefit of reviewing draft Class Rulings provided by the ATO. The ATO is proposing to provide one Class Ruling for ordinary shareholders, and another Class Ruling for ThinkSmart's depositary interest holders.

The draft Class Rulings were provided on a preliminary and non‐binding basis, but indicate that the ATO has a largely consistent view with certain and relevant income tax statements set out in the Notice of Annual General Meeting in respect of the capital component (the Return of Capital).

Whilst it is not expected to be the case, as the draft Class Rulings are preliminary and non‐binding, it is possible that the Class Rulings that are issued by the ATO may differ from the drafts provided. The Class Rulings will be issued in a final, binding form following completion of the Return of Capital and Dividend. Consistent with usual practice, ThinkSmart will make the final Class Rulings available on its website.

For further information contact:

ThinkSmart Limited Via Instinctif Partners

Ned Montarello

finnCap Ltd (Nominated Adviser and Joint Broker) +44 (0)20 7220 0500

Jonny Franklin-Adams, Emily Watts, Anthony Adams (Corporate Finance)

Tim Redfern, Richard Chambers (Corporate Broking)

Canaccord Genuity (Joint Broker) +44 (0)20 7523 8350

Sunil Duggal

David Tyrrell

Instinctif Partners +44 (0)20 7457 2020

Catherine Wickman

Kaj Sahota