Announcement

GENERAL: SLI: Intention to delist from NZX Main Board 03:19p.m. 
SLI  
04/01/2019 15:19  
GENERAL  
PRICE SENSITIVE  
REL: 1519 HRS SLI Systems Limited  
 
GENERAL: SLI: Intention to delist from NZX Main Board  
 
4 January 2019  
 
Intention to delist from NZX Main Board  
 
SLI Systems Limited (NZX: SLI) (SLI) advises that it intends to delist from  
the NZX Main Board after the close of market trading on 10 January 2019  
following ESW Holding Inc's (ESW) notices on 28 December 2018 exercising its  
compulsory acquisition rights under Part 7 of the Takeovers Code. In  
anticipation of delisting, trading in SLI's shares will be suspended after  
closing of business on 8 January 2019.  
 
On 28 December 2018 ESW announced that it had become the dominant owner of  
SLI for the purposes of the Takeovers Code and commenced the compulsory  
acquisition process under Part 7 of the Takeovers Code at the same time.  
Under these provisions ESW is permitted to acquire all of the outstanding  
shares and unlisted options in SLI that it does not yet hold. A copy of this  
announcement is available at https://www.nzx.com/announcements/328990.  
 
The proposed timetable for delisting is included in the attached document.  
 
All times and dates referred to are times and dates in New Zealand, unless  
otherwise indicated. These times and dates and the references to them are  
subject to change and are indicative only. SLI will announce any amendment to  
those times and dates.  
 
SLI shareholders who have not yet accepted ESW's Takeover offer may continue  
to trade shares in SLI on NZX up to the close of market trading on 8 January  
2019.  
 
Selling to ESW  
Shareholders and option-holders who have not yet accepted ESW's Takeover  
offer in respect of their shares and/or options, who return transfer forms to  
ESW by 18 January 2019 will, in accordance with the Takeovers Code, be sent  
payment by ESW within seven days following ESW receiving the completed  
transfer form.  
 
If shareholders and option-holders do not return completed transfer forms by  
18 January 2019 then ESW is required to, by 25 January 2019:  
 
(a) deliver to SLI the consideration of $.65 per SLI share for all  
outstanding shares which are not held by ESW, and consideration set out in  
the relevant acquisition notice for all outstanding options which are not  
held by ESW; and  
 
(b) send to SLI a completed transfer instrument for those outstanding shares  
and options, executed on behalf of holders of those shares by ESW or its  
agent (as ESW is required to do under the Takeovers Code).  
 
Any consideration received by SLI under paragraph (a) will be held by SLI in  
trust for the relevant outstanding SLI shareholders and option-holders until  
it is claimed. Outstanding shareholders and option-holders for whom the  
consideration referred to in paragraph (a) above is paid may claim that  
consideration directly from SLI.  
 
To ensure that they are paid as soon as possible, SLI encourages shareholders  
and option-holders who have not accepted ESW's offer to promptly return the  
transfer form to ESW.  
 
For further information please contact:  
 
Greg Cross  
Independent Chairman  
SLI Systems Limited  
 
About SLI Systems  
SLI Systems (SLI.NZ) accelerates e-commerce for the world's top retailers by  
converting shoppers into buyers, maximising order values and generating more  
traffic. The SLI Product Discovery Suite(TM) uses sophisticated machine  
learning to predict what each shopper is most likely to buy right now, and  
includes solutions for improving site search, navigation, mobile,  
merchandising, recommendations and SEO. The SLI Commerce Console(TM)  
organises key sales insight and tuning capabilities into one easy-to-use  
control centre. For 17 years, established brands have trusted SLI Systems to  
deliver innovative features, knowledgeable service, and reliable SaaS-based  
infrastructure, that delights customers and increases revenue. SLI Systems  
operates on five continents, supports 20 languages, and is a leader among  
cloud-based site search providers to U.S. Internet Retailer Top 1000  
retailers. SLI listed on NZX in May 2013. For more information, visit  
www.sli-systems.com.  
End CA:00329130 For:SLI Type:GENERAL Time:2019-01-04 15:19:37