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AMPOL LIMITED — Regulatory Filings 2021
Nov 25, 2021
64361_rns_2021-11-25_85a80c14-ceb8-4f7b-8836-34563af0f973.pdf
Regulatory Filings
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+Rule 3.10.3
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 1 – Entity and announcement details
| Question no |
Question | Answer |
|---|---|---|
| 1.1 | *Name of entity We (the entity here named) give ASX the following information about a proposed issue of+securities and, if ASX agrees to+quote any of the +securities (including any rights) on a+deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). |
Ampol Limited (“Issuer”) |
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). |
ABN 40 004 201 307 |
| 1.3 | *ASX issuer code | ALD |
| 1.4 | *This announcement is Tick whichever is applicable. |
☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement |
| 1.4a | *Reason for update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. A reason must be provided for an update. |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 1.4b | *Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. |
|
| 1.4c | *Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. |
|
| 1.4d | *Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. |
|
| 1.5 | *Date of this announcement | [#] 2021 |
| 1.6 | *The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure. |
☐A +bonus issue_(complete Parts 2 and 8) ☐A standard +pro rata issue (non-renounceable or renounceable)(complete Q1.6a and Parts 3 and 8) ☐An accelerated offer(complete Q1.6b and Parts 3 and 8) ☐An offer of +securities under a +securities purchase plan(complete Parts 4 and 8) ☐A non-+pro rata offer of +securities under a +disclosure document or +PDS(complete Parts 5 and 8) ☒A non-+pro rata offer to wholesale investors under an information memorandum(complete Parts 6 and 8) ☐A placement or other type of issue(complete Parts 7 and_ 8) |
| 1.6a | *The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. |
☐Non-renounceable ☐Renounceable |
| 1.6b | *The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. |
☐Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) ☐Accelerated renounceable entitlement offer (commonly known as an AREO) ☐Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO) |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
| Part 2A – | Proposed +bonus issue – conditions | Proposed +bonus issue – conditions | Proposed +bonus issue – conditions | ||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 2A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the +bonus issue can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. |
Yes or No | |||
| 2A.1a | Conditions Answer these questions if your response to Q2A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination |
*Is the date estimated or actual? The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the bonus issue in Appendix 7A of the listing rules. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Other (please specify in comment section)
Part 2B – Proposed +bonus issue - issue details
| Question No. |
Question | Answer |
|---|---|---|
| 2B.1 | *Class or classes of +securities that will participate in the proposed +bonus issue (please enter both the ASX security code & description) If more than one class of security will participate in the proposed bonus issue, make sure you clearly identify any different treatment between the classes. |
|
| 2B.2 | *Class of +securities that will be issued in the proposed +bonus issue (please enter both the ASX security code & description) |
|
| 2B.3 | *Issue ratio Enter the quantity of additional securities to be issued for a given quantity of securities held (for example, 1 for 2 means 1 new security issued for every 2 existing securities held). Please only enter whole numbers (for example, a bonus issue of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). |
for |
| 2B.4 | *What will be done with fractional entitlements? Select one item from the list. |
☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☐Not applicable |
| 2B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
Part 2C – Proposed +bonus issue – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 2C.1 | *+Record date Record date to identify security holders entitled to participate in the bonus issue. Per Appendix 7A section 1 the record date must be at least 4 business days from the announcement date (day 0). |
|
| 2C.3 | *Ex date Per Appendix 7A section 1 the ex date is one business day before the record date. This is also the date that the bonus securities will commence quotation on a deferred settlement basis. |
|
| 2C.4 | *Record date Same as Q2C.1 above |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 2C.5 | *+Issue date Per Appendix 7A section 1 the issue date should be at least one business day and no more than 5 business days after the record date (the last day for the entity to issue the bonus securities and lodge an Appendix 2A with ASX to apply for quotation of the bonus securities). Deferred settlement trading will end at market close on this day. |
|
| 2C.6 | *Date trading starts on a normal T+2 basis Per Appendix 7A section 1 this is one business day after the issue date. |
|
| 2C.7 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
Part 2D – Proposed +bonus issue – further information
| Question No. |
Question | Answer |
|---|---|---|
| 2D.1 | *Will holdings on different registers or sub registers be aggregated for the purposes of determining entitlements to the +bonus issue? |
Yes or No |
| 2D.1a | Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements Answer this question if your response to Q2D.1 is “Yes”. |
|
| 2D.2 | *Countries in which the entity has +security holders who will not be eligible to participate in the proposed +bonus issue Note: The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). |
|
| 2D.3 | *Will the entity be changing its dividend/distribution policy as a result of the proposed +bonus issue |
Yes or No |
| 2D.3a | Please explain how the entity will change its dividend/distribution policy if the proposed +bonus issue proceeds Answer this question if your response to Q2D.3 is “Yes”. |
|
| 2D.4 | *Details of any material fees or costs to be incurred by the entity in connection with the proposed +bonus issue |
|
| 2D.5 | Any other information the entity wishes to provide about the proposed +bonus issue |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
| Question No. |
Question | Question | Question | Answer | |
|---|---|---|---|---|---|
| 3A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the entitlement offer, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. |
Yes or No | |||
| 3A.1a | Conditions Answer these questions if your response to Q3A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the entitlement offer in Appendix 7A of the listing rules. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.
| Question No. |
Question | Answer |
|---|---|---|
| 3B.1 | *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. |
|
| 3B.2 | *Class of +securities that will be issued in the proposed entitlement offer (please enter both the ASX security code & description) |
|
| 3B.3 | *Offer ratio Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule. |
for |
| 3B.4 | *What will be done with fractional entitlements? Select one item from the list. |
☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☐Not applicable |
| 3B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
|
| 3B.6 | *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? |
Yes or No |
| 3B.6a | *Describe the limits on over-subscription Answer this question if your response to Q3B.6 is “Yes”. |
|
| 3B.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 3B.7a | *Describe the scale back arrangements Answer this question if your response to Q3B.7 is “Yes”. |
|
| 3B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 3B.9 | *Has the offer price been determined? | Yes or No |
- See chapter 19 for defined terms
5 June 2021
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3B.9a | *What is the offer price per +security for the retail offer? Answer this question if your response to Q3B.9 is “Yes”. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). |
|
| 3B.9b | *How and when will the offer price be determined? Answer this question if your response to Q3B.9 is “No”. |
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.
| Question No. |
Question | Answer |
|---|---|---|
| 3C.1 | *+Record date Record date to identify security holders entitled to participate in the issue. Per Appendix 7A sections 2 and 3 the record date must be at least 3 business days from the announcement date (day 0) |
|
| 3C.2 | *Ex date Per Appendix 7A sections 2 and 3 the Ex Date is one business day before the record date. For renounceable issues, this is also the date that rights will commence quotation on a deferred settlement basis. |
|
| 3C.3 | Date rights trading commences For renounceable issues only*- this is the date that rights will commence quotation initially on a deferred settlement basis |
|
| 3C.4 | *Record date Same as Q3C.1 above |
|
| 3C.5 | *Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable issues, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day. |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3C.6 | *Offer closing date Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. |
|
| 3C.7 | *Last day to extend the offer closing date At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day. |
|
| 3C.8 | Date rights trading ends For renounceable issues only*- rights trading ends at the close of trading 5 business days before the applications closing date. |
|
| 3C.9 | *Trading in new +securities commences on a deferred settlement basis Non-renounceable issues - the business day after the offer closing date Renounceable issues – the business day after the date rights trading ends |
|
| 3C.10 | [deleted] | |
| 3C.11 | *+Issue date and last day for entity to announce results of +pro rata issue Per Appendix 7A section 2 and section 3, the issue date should be no more than 5 business days after the offer closes date (the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities). Deferred settlement trading will end at market close on this day. |
|
| 3C.12 | *Date trading starts on a normal T+2 basis Per Appendix 7A section 2 and 3 this is one business day after the issue date. |
|
| 3C.13 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 2 and 3 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
Part 3D – Proposed accelerated offer – offer details
| Question No. |
Question | Answer |
|---|---|---|
| 3D.1 | *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. |
|
| 3D.2 | *Class of +securities that will issued in the proposed entitlement offer (please enter both the ASX security code & description) |
|
| 3D.3 | *Has the offer ratio been determined? | Yes or No |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3D.3a | *Offer ratio Answer this question if your response to Q3D.3 is “Yes” or “No”. If your response to Q3D.3 is “No” please provide an indicative ratio and state as indicative. Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule. |
for |
| 3D.3b | *How and when will the offer ratio be determined? Answer this question if your response to Q3D.3 is “No”. Note that once the offer ratio is determined, this must be provided via an update announcement. |
|
| 3D.4 | *What will be done with fractional entitlements? Select one item from the list. |
☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☐Not applicable |
| 3D.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
|
| 3D.6 | *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? |
Yes or No |
| 3D.6a | *Describe the limits on over-subscription Answer this question if your response to Q3D.6 is “Yes”. |
|
| 3D.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 3D.7a | *Describe the scale back arrangements Answer this question if your response to Q3D.7 is “Yes”. |
|
| 3D.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 3D.9 | *Has the offer price for the institutional offer been determined? |
Yes or No |
- See chapter 19 for defined terms 5 June 2021
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3D.9a | *What is the offer price per +security for the institutional offer? Answer this question if your response to Q3D.9 is “Yes”. An indicative offer price must be provided if your response to Q3D.9 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). |
|
| 3D.9b | *How and when will the offer price for the institutional offer be determined? Answer this question if your response to Q3D.9 is “No”. |
|
| 3D.9c | *Will the offer price for the institutional offer be determined by way of a bookbuild? Answer this question if your response to Q3D.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
Yes or No |
| 3D.9d | *Provide details of the parameters that will apply to the bookbuild for the institutional offer (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q3D.9 is “No” and your response to Q3D.9c is “Yes”. |
|
| 3D.10 | *Has the offer price for the retail offer been determined? |
Yes or No |
| 3D.10a | *What is the offer price per +security for the retail offer? Answer this question if your response to Q3D.10 is “Yes”. An indicative offer price must be provided if your response to Q3D.10 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). |
- See chapter 19 for defined terms
5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3D.10b | *How and when will the offer price for the retail offer be determined? Answer this question if your response to Q3D.10 is “No”. |
|
|---|---|---|
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
| Question No. |
Question | Answer |
|---|---|---|
| 3E.1a | *First day of trading halt The entity is required to announce the accelerated offer and give a completed Appendix 3B to ASX. If the accelerated offer is conditional on security holder approval or any other requirement, that condition must have been satisfied and the entity must have announced that fact to ASX. An entity should also consider the rights of convertible security holders to participate in the issue and what, if any, notice needs to be given to them in relation to the issue |
|
| 3E.1b | *Announcement date of accelerated offer | |
| 3E.2 | *Trading resumes on an ex-entitlement basis (ex date) For JUMBO, ANREO, AREO, SAREO, RAPIDs offers |
|
| 3E.3 | *Trading resumes on ex-rights basis For PAITREO offers only |
|
| 3E.4 | *Rights trading commences For PAITREO offers only |
|
| 3E.5 | *Date offer will be made to eligible institutional +security holders |
|
| 3E.6 | *Application closing date for institutional +security holders |
|
| 3E.7 | Institutional offer shortfall book build date For AREO, SAREO, RAPIDs, PAITREO offers |
|
| 3E.8 | *Announcement of results of institutional offer The announcement should be made before the resumption of trading following the trading halt. |
|
| 3E.9 | *+Record date Record date to identify security holders entitled to participate in the offer. Per Appendix 7A sections 4, 5 and 6 the record date must be at least 2 business days from the announcement date (day 0). |
|
| 3E.10 | Settlement date of new +securities issued under institutional entitlement offer If DvP settlement applies, provided the Appendix 2A is given to ASX before noon (Sydney time) this day, normal trading in the securities will apply on the next business day, and if DvP settlement does not apply on the business day after that. |
|
| 3E.11 | *+Issue date for institutional +security holders |
- See chapter 19 for defined terms 5 June 2021
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3E.12 | *Normal trading of new +securities issued under institutional entitlement offer |
|
| 3E.13 | *Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable offers, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day. |
|
| 3E.14 | *Offer closing date for retail +security holders Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. |
|
| 3E.15 | *Last day to extend the retail offer closing date At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day. |
|
| 3E.16 | *Rights trading end date For PAITREO offers only |
|
| 3E.17 | *Trading in new +securities commences on a deferred settlement basis For PAITREO offers only The business day after rights trading end date |
|
| 3E.18 | [deleted] | |
| 3E.19 | Last day to announce results of retail offer, bookbuild for any shortfall (if applicable) Note this is the last day to announce results of retail offer for all offers except JUMBO and ANREO offers. |
|
| 3E.20 | Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) For all offers except JUMBO, ANREO |
|
| 3E.21 | *+Issue date for retail +security holders and last day for entity to announce results of retail offer Per Appendix 7A section 4, the issue date should be no more than 5 business days after the offer closes date. Per Appendix 7A sections 5 and 6, the issue date should be no more than 8 business days after the offer closes date. This is the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities. Deferred settlement trading (if applicable) will end at market close on this day. Note, this is the last day for entity to announce results of retail offer for JUMBO and ANREO offers only. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3E.22 | *Date trading starts on a normal T+2 basis For PAITREO offers only This is one business day after the issue date. |
|
| 3E.23 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis For PAITREO offers only This is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
Part 3F – Proposed entitlement offer – fees and expenses
| Part 3F – | Proposed entitlement offer – fees and | expenses |
|---|---|---|
| Question No. |
Question | Answer |
| 3F.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes or No |
| 3F.1a | *Who is the lead manager/broker? Answer this question if your response to Q3F.1 is “Yes”. |
|
| 3F.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q3F.1 is “Yes”. |
|
| 3F.2 | *Is the proposed offer to be underwritten? | Yes or No |
| 3F.2a | *Who are the underwriter(s)? Answer this question if your response to Q3F.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): If you are seeking to rely on listing rule 7.2 exception 2 to issue the securities without security holder approval under listing rule 7.1 and without using your placement capacity under listing rules 7.1 or 7.1A, you must include the details asked for in this and the next 3 questions. |
|
| 3F.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q3F.2 is “Yes”. |
|
| 3F.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q3F.2 is “Yes”. This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3F.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q3F.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. |
|
| 3F.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q3F.2 is “Yes”. |
Yes or No |
| 3F.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: If you are seeking to rely on listing rule 10.12 exception 2 to issue the securities to the underwriter or sub-underwriter without security holder approval under listing rule 10.11, you must include the details asked for in this and the next 2 questions. If there is more than one party referred to in listing rule 10.11 acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 3F.2e(ii) | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. |
|
| 3F.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 3F.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
Yes or No |
| 3F.3a | *Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q3F.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 3F.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “dollar based”. |
$ |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3F.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “percentage based”. |
% |
| 3F.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q3F.3 is “Yes”. |
|
| 3F.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
Part 3G – Proposed entitlement offer – further information
| Question No. |
Question | Answer |
|---|---|---|
| 3G.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 3G.2 | *Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? |
Yes or No |
| 3G.2a | *Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements. Answer this question if your response to Q3G.2 is “Yes”. |
|
| 3G.3 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
Yes or No |
| 3G.3a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q3G.3 is “Yes”. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 3G.4 | Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue For non-renounceable issues (including accelerated):The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). For renounceable issues (including accelerated):* The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them. It must also appoint a nominee to arrange for the sale of the entitlements that would have been given to those holders and to account to them for the net proceeds of the sale and advise each holder not given the entitlements that a nominee in Australia will arrange for sale of the entitlements and, if they are sold, for the net proceeds to be sent to the holder (listing rule 7.7.1(b) and (c)). |
|
| 3G.5 | *Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities |
Yes or No |
| 3G.5a | *Please provide further details of the offer to eligible beneficiaries Answer this question if your response to Q3G.5 is “Yes”. If, for example, the entity intends to issue a notice to eligible nominees and custodians please indicate here where it may be found and/or when the entity expects to announce this information. You may enter a URL. |
|
| 3G.6 | URL on the entity's website where investors can download information about the proposed issue |
|
| 3G.7 | Any other information the entity wishes to provide about the proposed issue |
|
| 3G.8 | *Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? |
Yes or No |
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Appendix 3B Proposed issue of +securities
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
| Question **No. ** |
Question | Question | Question | Answer | |
|---|---|---|---|---|---|
| 4A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 4A.1a | Conditions Answer these questions if your response to 4A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with+ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
Part 4B – Proposed offer under +securities purchase plan – offer details
| Question No. |
Question | Answer |
|---|---|---|
| 4B.1 | *Class or classes of +securities that will participate in the proposed offer (please enter both the ASX security code & description) If more than one class of security will participate in the securities purchase plan, make sure you clearly identify any different treatment between the classes. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4B.2 | *Class of +securities to be offered to them under the +securities purchase plan (please enter both the ASX security code & description) Only existing classes of securities may be offered in a securities purchase plan. A +security purchase plan is defined in Chapter 19 of the Listing Rules as a purchase plan, as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/54. The ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/54 is relevant for shares or interest that are in a class which is quoted on the financial market operated by ASX. Unquoted securities and securities that are not yet quoted on ASX do not fall within the definition of +security purchase plan, this has consequences for Listing Rules 7.2 exception 5 and 10.12 exception 4. Please ensure that you have received appropriate legal advice with regards to an offer that includes an offer of attaching securities. |
|
| 4B.2a | If the offer includes attaching +securities – please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan |
Yes or No |
| 4B.2b | If the offer includes attaching +securities – please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS |
Yes or No |
| 4B.3 | *Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted |
|
| 4B.4 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
Yes or No |
| 4B.4a | *Describe the minimum subscription condition Answer this question if your response to Q4B.4 is “Yes”. |
|
| 4B.5 | *Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? |
Yes or No |
| 4B.5a | *Describe the maximum subscription condition Answer this question if your response to Q4B.5 is “Yes”. |
|
| 4B.6 | *Will individual +security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes or No |
| 4B.6a | *Describe the minimum acceptance condition Answer this question if your response to Q4B.6 is “Yes”. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4B.7 | *Will individual +security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
Yes or No |
| 4B.7a | *Describe the maximum acceptance condition Answer this question if your response to Q4B.7 is “Yes”. |
|
| 4B.8 | *Describe all the applicable parcels available for this offer in number of securities or dollar value For example, the offer may allow eligible holders to subscribe for one of the following parcels: $2,500, $7,500, $10,000, $15,000, $20,000, $30,000. |
|
| 4B.9 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 4B.9a | *Describe the scale back arrangements Answer this question if your response to Q4B.9 is “Yes”. |
|
| 4B.10 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 4B.11 | *Has the offer price been determined? | Yes or No |
| 4B.11a | *What is the offer price per +security? Answer this question if your response to Q4B.11 is “Yes” using the currency specified in your answer to Q4B.9. |
|
| 4B.11b | *How and when will the offer price be determined? Answer this question if your response to Q4B.11 is “No”. |
Part 4C – Proposed offer under +securities purchase plan – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 4C.1 | *Date of announcement of +security purchase plan The announcement of the security purchase plan must preferably be made prior to the commencement of trading on the announcement date but ASX will accept announcements after this time. |
|
| 4C.2 | *+Record date This is the date to identify security holders who may participate in the security purchase plan. Per Appendix 7A section 12 of the Listing Rules, this day is one business day before the entity announces the security purchase plan. Note: the fact that an entity's securities may be in a trading halt or otherwise suspended from trading on this day does not affect this date being the date for identifying which security holders may participate in the security purchase plan. |
|
| 4C.3 | *Date on which offer documents will be made available to investors |
|
| 4C.4 | *Offer open date |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4C.5 | *Offer closing date | |
| 4C.6 | [deleted] | |
| 4C.7 | *+Issue date and last day for entity to announce results of +security purchase plan offer Per Appendix 7A section 12 of the Listing Rules, the last day for the entity to issue the securities purchased under the plan is no more than 5 business days after the closing date. The entity should lodge an Appendix 2A with ASX applying for quotation of the securities before noon Sydney time on this day |
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 4D.1 | *Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). Listing rule 7.2 exception 5 can only be used once in any 12 month period and only applies where: • the +security purchase plan satisfies the conditions in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 or would otherwise satisfy those conditions but for the fact that the entity’s securities have been suspended from trading on ASX for more than a total of 5 days during the 12 months before the day on which the offer is made under the plan or, if the securities have been quoted on ASX for less than 12 months, during the period of quotation; • the number of +securities to be issued under the SPP must not be greater than 30% of the number of fully paid +ordinary securities already on issue; and • the issue price of the +securities must be at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made. Please note that the offer of securities under the plan also will not meet the requirements of listing rule 10.12 exception 4, meaning that parties referred to in listing rule 10.11.1 to 10.11.5 will need to obtain security holder approval under listing rule 10.11 to participate in the offer. |
Yes or No |
| 4D.1a | *Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”. |
Yes or No |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4D.1a(i) | *How many +securities are proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1a is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
| 4D.1b | *Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”. |
Yes or No |
| 4D.1b(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
| Question No. |
Question | Answer |
|---|---|---|
| 4E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes or No |
| 4E.1a | *Who is the lead manager/broker? Answer this question if your response to Q4E.1 is “Yes”. |
|
| 4E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q4E.1 is “Yes”. |
|
| 4E.2 | *Is the proposed offer to be underwritten? | Yes or No |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4E.2a | *Who are the underwriter(s)? Answer this question if your response to Q4E.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): listing rule 7.2 exception 5 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. The issue will require security holder approval under listing rule 7.1 if you do not have the available placement capacity under listing rules 7.1 and/or 7.1A to cover the issue. Likewise, listing rule 10.12 exception 4 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. If a party referred to in listing rule 10.11 is underwriting the proposed offer, this will require security holder approval under listing rule 10.11. |
|
| 4E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q4E.2 is “Yes”. |
|
| 4E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q4E.2 is “Yes”. This information includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
|
| 4E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q4E.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. |
|
| 4E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q4E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. Listing rule 10.12 exception 4 does not extend to an issue of securities to an underwriter or sub-underwriter of an SPP. |
Yes or No |
| 4E.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 4E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 4E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
Yes or No |
| 4E.3a | *Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q4E.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 4E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is “Yes” and your response to Q4E.3a is “dollar based”. |
$ |
| 4E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is “Yes” and your response to Q4E.3a is “percentage based”. |
% |
| 4E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q4E.3 is “Yes”. |
|
| 4E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
Part 4F – Proposed offer under +securities purchase plan – further information
| Question No. |
Question | Answer |
|---|---|---|
| 4F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 4F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
Yes or No |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 4F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q4F.2 is “Yes”. |
|
| 4F.3 | Countries in which the entity has +security holders who will not be eligible to participate in the proposed offer |
|
| 4F.4 | *URL on the entity's website where investors can download information about the proposed offer |
|
| 4F.5 | Any other information the entity wishes to provide about the proposed offer |
Part 5 – Details of proposed non-pro rata offer under a +disclosure document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A – 5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS – conditions
conditions |
conditions |
conditions |
|||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 5A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 5A.1a | Conditions Answer these questions if your response to 5A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval |
- See chapter 19 for defined terms
5 June 2021
Page 26
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Lodgement of court order with +ASIC ACCC approval FIRB approval Other (please specify in comment section)
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS – offer details
offer details |
||
|---|---|---|
| Question No. |
Question | Answer |
| 5B.1 | *Class of +securities to be offered under the +disclosure document or +PDS (please enter both the ASX security code & description) |
|
| 5B.2 | *The number of +securities to be offered under the +disclosure document or +PDS If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
|
| 5B.3 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
Yes or No |
| 5B.3a | *Describe the minimum subscription condition Answer this question if your response to Q5B.3 is “Yes”. |
|
| 5B.4 | *Will the entity be entitled to accept over- subscriptions? |
Yes or No |
| 5B.4a | *Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q5B.4 is “Yes”. |
|
| 5B.5 | *Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes or No |
| 5B.5a | *Describe the minimum acceptance condition Answer this question if your response to Q5B.5 is “Yes”. |
- See chapter 19 for defined terms 5 June 2021
Page 27
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 5B.6 | *Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
Yes or No |
| 5B.6a | *Describe the maximum acceptance condition Answer this question if your response to Q5B.6 is “Yes”. |
|
| 5B.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 5B.7a | *Describe the scale back arrangements Answer this question if your response to Q5B.7 is “Yes”. |
|
| 5B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 5B.9 | *Has the offer price been determined? | Yes or No |
| 5B.9a | *What is the offer price per +security? Answer this question if your response to Q5B.9 is “Yes” using the currency specified in your answer to Q5B.8. |
|
| 5B.9b | *How and when will the offer price be determined? Answer this question if your response to Q5B.9 is “No”. |
|
| 5B.9c | *Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q5B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
Yes or No |
| 5B.9d | *Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q5B.9 is “No” and your response to Q5B.9c is “Yes”. |
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS – timetable
timetable |
||
|---|---|---|
| Question No. |
Question | Answer |
| 5C.1 | *Lodgement date of +disclosure document or +PDS with ASIC Note: If the securities are to be quoted on ASX, you must lodge an Appendix 2A Application for Quotation of Securities with ASX within 7 days of this date. |
|
| 5C.2 | *Date when +disclosure document or +PDS and acceptance forms will be made available to investors |
|
| 5C.3 | *Offer open date |
- See chapter 19 for defined terms 5 June 2021
Page 28
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 5C.4 | *Closing date for receipt of acceptances | |
| 5C.5 | [deleted] | |
| 5C.6 | *Proposed +issue date |
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS – listing rule requirements
listing rule requirements |
||
|---|---|---|
| Question No. |
Question | Answer |
| 5D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
Yes or No |
| 5D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “Yes”. |
|
| 5D.1b | *Are any of the +securities proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”. |
Yes or No |
| 5D.1b(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
| 5D.1c | *Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”. |
Yes or No |
- See chapter 19 for defined terms 5 June 2021
Page 29
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 5D.1c(i) | *How many +securities are proposed to be issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
|
| 5D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? |
Yes or No |
Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees and expenses
and expenses |
||
|---|---|---|
| Question No. |
Question | Answer |
| 5E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes or No |
| 5E.1a | *Who is the lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”. |
|
| 5E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”. |
|
| 5E.2 | *Is the proposed offer to be underwritten? | Yes or No |
| 5E.2a | *Who are the underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”. |
|
| 5E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q5E.2 is “Yes”. |
|
| 5E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the offer. |
|
| 5E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q5E.2 is “Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform. |
- See chapter 19 for defined terms 5 June 2021
Page 30
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 5E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q5E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
| 5E.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 5E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. |
|
| 5E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 5E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
Yes or No |
| 5E.3a | * Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q5E.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 5E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “dollar based”. |
$ |
| 5E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “percentage based”. |
% |
| 5E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q5E.3 is “Yes”. |
|
| 5E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
- See chapter 19 for defined terms 5 June 2021
Page 31
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS – further information
further information |
||
|---|---|---|
| Question No. |
Question | Answer |
| 5F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 5F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
Yes or No |
| 5F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q5F.2 is “Yes”. |
|
| 5F.3 | *Please explain the entity’s allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority |
|
| 5F.4 | *URL on the entity’s website where investors can download the +disclosure document or +PDS |
|
| 5F.5 | Any other information the entity wishes to provide about the proposed offer |
- See chapter 19 for defined terms 5 June 2021
Page 32
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6 – Details of proposed non-pro rata offer to wholesale investors under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information memorandum – conditions
memorandum – conditions |
memorandum – conditions |
memorandum – conditions |
|||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 6A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer to wholesale investors under an information memorandum can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
No | |||
| 6A.1a | Conditions Answer these questions if your response to 6A.1 is “Yes” |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
- See chapter 19 for defined terms 5 June 2021
Page 33
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information memorandum – offer details
memorandum – offer details |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6B.1 | *Class of +securities to be offered under the +information memorandum (please enter both the ASX security code & description) |
Non-quoted hybrid securities in the form of fully paid, direct, unconditional, unsecured, subordinated and convertible notes due 2 December 2081 (“Subordinated Notes”) |
| 6B.2 | *The number of +securities to be offered under the +information memorandum If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
50,000 Subordinated Notes. If the Subordinated Notes are Converted in accordance with the Conditions, then on the Conversion Date the Issuer will allot and issue to each relevant Noteholder ordinary shares in the Issuer (“Shares”) equal to the Conversion Number in respect of each Subordinated Note required to be Converted. The Conversion formula contains a variable – the VWAP – which means it is not possible to determine, at the date of this form, the number of Shares that will be issued on any Conversion. Assuming Conversion of the Subordinated Notes on the date of this Appendix 3B at the VWAP of $30.89, the number of Shares that would be issued would be 16,349,9671. |
| 6B.3 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
No |
| 6B.3a | *Describe the minimum subscription condition Answer this question if your response to Q6B.3 is “Yes”. |
|
| 6B.4 | *Will the entity be entitled to accept over- subscriptions? |
No |
| 6B.4a | *Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q6B.4 is “Yes”. |
1 In determining the number of Shares each Noteholder would receive on Conversion, fractions of Shares will be disregarded. In calculating this figure (i.e. the aggregate maximum number of Shares), the fraction on the aggregate number was disregarded, meaning that this figure is slightly higher than the actual number of Shares which would be issued assuming a VWAP of $30.89. The calculation also assumed that accrued and deferred interest would be paid in cash.
- See chapter 19 for defined terms 5 June 2021
Page 34
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6B.5 | *Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes |
| 6B.5a | *Describe the minimum acceptance condition Answer this question if your response to Q6B.5 is “Yes”. |
In respect of offers or invitations received in Australia, Subordinated Notes may only be issued or sold if the consideration payable by the relevant purchaser is a minimum of A$500,000 (disregarding amounts, if any, lent by the Issuer or other person offering the Subordinated Notes or its associates (within the meaning of those expressions in Part 6D.2 of the Corporations Act)) unless the issue or sale is otherwise in circumstances such that by virtue of the Corporations Act no disclosure is required to be made under Part 6D.2 or Part 7.9 of the Corporations Act. |
| 6B.6 | *Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
No |
| 6B.6a | *Describe the maximum acceptance condition Answer this question if your response to Q6B.6 is “Yes”. |
|
| 6B.7 | *Will a scale back be applied if the offer is over-subscribed? |
No |
| 6B.7a | *Describe the scale back arrangements Answer this question if your response to Q6B.7 is “Yes”. |
|
| 6B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
AUD |
| 6B.9 | *Has the offer price been determined? | Yes |
| 6B.9a | *What is the offer price per +security? Answer this question if your response to Q6B.9 is “Yes” using the currency specified in your answer to Q6B.8. |
$10,000 |
| 6B.9b | *How and when will the offer price be determined? Answer this question if your response to Q6B.9 is “No”. |
|
| 6B.9c | *Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q6B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
Yes or No |
| 6B.9d | *Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q6B.9 is “No” and your response to Q6B.9c is “Yes”. |
- See chapter 19 for defined terms
5 June 2021
Page 35
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information memorandum – timetable
memorandum – timetable |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6C.1 | *Expected date of +information memorandum |
Preliminary: 16 November 2021 Final: 26 November 2021 |
| 6C.2 | *Date when +information memorandum and acceptance forms will be made available to investors |
16 November 2021 and 26 November 2021 (no acceptance forms). |
| 6C.3 | *Offer open date | 25 November 2021 |
| 6C.4 | *Closing date for receipt of acceptances | 25 November 2021 |
| 6C.5 | [deleted] | |
| 6C.6 | *Proposed +Issue date | 2 December 2021 |
- See chapter 19 for defined terms 5 June 2021
Page 36
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information memorandum – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 6D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
No |
| 6D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “Yes”. |
|
| 6D.1b | *Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “No”. |
Yes |
- See chapter 19 for defined terms 5 June 2021
Page 37
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6D.1b(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
50,000 Subordinated Notes. If the Subordinated Notes are Converted in accordance with the Conditions, then on the Conversion Date the Issuer will allot and issue to each relevant Noteholder Shares equal to the Conversion Number in respect of each Subordinated Note required to be Converted. The Conversion formula contains a variable – the VWAP – which means it is not possible to determine, at the date of this form, the number of Shares that will be issued on any Conversion. ASX has confirmed that: • under listing rule 7.1B.1(f), and for the purpose of testing its capacity to agree to issue or issue the Subordinated Notes, ASX does not object to the Issuer, for the purposes of calculating the number of Subordinated Notes that may be issued (or agreed to be issued) without prior shareholder approval, notionally converting the Subordinated Notes into ordinary shares using the VWAP at the time that the Subordinated Notes are agreed to be issued or issued, as the case may be; • provided that the Issuer complies with Listing Rule 7.1 at the time that it issues the Subordinated Notes_,_shares issued upon the conversion of the Subordinated Notes fall under Listing Rule 7.2 exception 9 and do not require further shareholder approval under Listing Rule 7.1; and • provided that the Issuer complies with Listing Rule 7.1 at the time that it agrees to issue the Subordinated Notes, exception 16 in Listing Rule 7.2 would apply to the issue of the Subordinated Notes. The Issuer has agreed with the lead managers to issue the Subordinated Notes on the date of this document. |
| 6D.1c | *Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing your response to Q6D.1 is “No”. |
No |
- See chapter 19 for defined terms 5 June 2021
Page 38
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6D.1c(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
|
| 6D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? |
No |
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information memorandum – fees and expenses
memorandum – fees and expenses |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes |
| 6E.1a | *Who is the lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”. |
Commonwealth Bank of Australia; MUFG Securities Asia Limited; National Australia Bank Limited; and Royal Bank of Canada (the “Joint Lead Managers”). |
| 6E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”. |
92bps will be shared equally among the Joint Lead Managers. A structuring fee will also be payable to the structuring adviser. |
| 6E.2 | *Is the proposed offer to be underwritten? | No |
| 6E.2a | *Who are the underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. |
|
| 6E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q6E.2 is Yes |
|
| 6E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
- See chapter 19 for defined terms 5 June 2021
Page 39
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q6E.2 is "Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform. |
|
| 6E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing and your response to Q6E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
|
| 6E.2e(i) | *What is the name of that party? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions |
|
| 6E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q6E.2e is “Yes”. |
|
| 6E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 6E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
No |
| 6E.3a | * Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q6E.3 is “Yes”. |
Not applicable |
| 6E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “dollar based”. |
$ |
| 6E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “percentage based”. |
% |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q6E.3 is “Yes”. |
|
| 6E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
ALD expects the approximate transaction costs (including fees paid to professional advisers) in connection with the offer to be approximately $6,000,000. |
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information memorandum – further information
memorandum – further information |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below] Additional details: The net proceeds of the issuance will be used for general corporate purposes, which may include partly funding the acquisition of Z Energy Limited if it proceeds. |
| 6F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
No |
| 6F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q6F.2 is “Yes”. |
|
| 6F.3 | *Please explain the entity’s allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority |
No priority given to existing security holders. |
| 6F.4 | *URL on the entity’s website where wholesale investors can download the +information memorandum |
No applicable. |
| 6F.5 | Any other information the entity wishes to provide about the proposed offer |
The number of Shares into which the Subordinated Notes may be Converted is based on a variable – VWAP - as at the date of this Appendix 3B and may change. |
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Appendix 3B Proposed issue of +securities
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
| Question No. |
Question | Question | Question | Answer | |
|---|---|---|---|---|---|
| 7A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 7A.1a | Conditions Answer these questions if your response to 7A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please answer “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
Part 7B – Details of proposed placement or other issue - issue details
| Question No. |
Question | Answer |
|---|---|---|
| 7B.1 | *Class of +securities to be offered under the placement or other issue (please enter both the ASX security code & description) |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 7B.2 | Number of +securities proposed to be issued If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
|
| 7B.3 | *Are the +securities proposed to be issued being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”. |
Yes or No |
| 7B.3a | *In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q7B.3 is “Yes”. |
|
| 7B.3b | *What is the issue price per +security Answer this question if your response to Q7B.3 is “Yes” and by reference to the issue currency provided in your response to Q7B.3a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q7B.3 as “No” and complete Q7B.3d. |
|
| 7B.3c | AUD equivalent to issue price amount per +security Answer this question if the currency is non-AUD |
|
| 7B.3d | Please describe the consideration being provided for the +securities Answer this question if your response to Q7B.3 is “No”. |
|
| 7B.3e | Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Answer this question if your response to Q7B.1 is “No”. |
Part 7C – Proposed placement or other issue – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 7C.1 | *Proposed +issue date |
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Appendix 3B Proposed issue of +securities
Part 7D – Proposed placement or other issue – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 7D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
Yes or No |
| 7D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “Yes”. |
|
| 7D.1b | *Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”. |
Yes or No |
| 7D.1b(i) | *How many +securities are proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question the issuer is an ASX Listing, your response to Q7D.1 is “No” and if your response to Q7D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
| 7D.1c | *Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”. |
Yes or No |
| 7D.1c(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 7D.1c(ii) | *Please explain why the entity has chosen to do a placement or other issue rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”. |
|
| 7D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? Answer this question if the issuer is an ASX Listing. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
| 7D.3 | *Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? Note: the entity should not apply for quotation of restricted securities |
Yes or No |
| 7D.3a | *Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities Answer this question if your response to Q7D.3 is “Yes”. |
|
| 7D.4 | *Will any of the +securities to be issued be subject to +voluntary escrow? |
Yes or No |
| 7D.4a | *Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow Answer this question if your response to Q7D.4 is “Yes”. |
Part 7E – Proposed placement or other issue – fees and expenses
| Question No. |
Question | Answer |
|---|---|---|
| 7E.1 | *Will there be a lead manager or broker to the proposed issue? |
Yes or No |
| 7E.1a | *Who is the lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”. |
|
| 7E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”. |
|
| 7E.2 | *Is the proposed issue to be underwritten? | Yes or No |
| 7E.2a | *Who are the underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 7E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the issue that is underwritten)? Answer this question if your response to Q7E.2 is “Yes”. |
|
| 7E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
|
| 7E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q7E.2 is “Yes”. Note: You may cross-refer to a covering announcement or to a separate annexure with this information. |
|
| 7E.3 | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q7E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
| 7E.3a | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 7E.3b | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. |
|
| 7E.3c | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 7E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue |
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Appendix 3B Proposed issue of +securities
Part 7F – Proposed placement or other issue – further information
| Question No. |
Question | Answer |
|---|---|---|
| 7F.1 | *The purpose(s) for which the entity is issuing the securities You may select one or more of the items in the list. |
☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 7F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? |
Yes or No |
| 7F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue proceeds Answer this question if your response to Q7F.2 is “Yes”. |
|
| 7F.3 | Any other information the entity wishes to provide about the proposed issue |
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Appendix 3B Proposed issue of +securities
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
| Question No. |
Question | Answer |
|---|---|---|
| 8A.1 | *The +securities proposed to be issued are: Tick whichever is applicable Note: SPP offers must select “existing quoted class” |
☐Additional +securities in a class that is already quoted on ASX ("existing quoted class") ☐Additional +securities in a class that is not currently quoted, and not intended to be quoted, on ASX ("existing unquoted class") ☐New +securities in a class that is not yet quoted, but is intended to be quoted, on ASX ("new quoted class") ☒New +securities in a class that is not quoted, and not intended to be quoted, on ASX ("new unquoted class") |
| 8A.2 | *Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, “An accelerated offer”, “A non-pro rata offer to wholesale investors under an information memorandum” or “A placement or other type of issue” and your response to Q8A.1 is “existing quoted class” or “new quoted class”. Note: Under Appendix 2A of the Listing Rules, when the entity applies for quotation of the securities proposed to be issued, it gives a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of securities and other financial products and consult your legal adviser. |
☐The publication of a +disclosure document or +PDS for the +securities proposed to be issued ☐The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) ☐The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11) ☐An applicable ASIC instrument or class order ☐Not applicable – the entity has arrangements in place with the holder that ensure the securities cannot be on- sold within 12 months in a manner that would breach section 707(3) or 1012C(6) Note: Absent relief from ASIC, a listed entity can only issue a cleansing notice where trading in the relevant securities has not been suspended for more than 5 days during the shorter of: (a) the period during which the class of securities are quoted; and (b) the period of 12 months before the date on which the relevant securities were issued. |
Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
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Appendix 3B Proposed issue of +securities
Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
| Question No. |
Question | Answer |
|---|---|---|
| 8B.1 | *ASX security code & description | |
| 8B.1a | ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs) |
|
| 8B.2a | *Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? |
Yes or No |
| 8B.2b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8B.2a is “No”. |
Yes or No |
| 8B.2c | *Provide the actual non-ranking end date Answer this question if your response to Q8B.2a is “No” and your response to Q8B.2b is “Yes”. |
|
| 8B.2d | *Provide the estimated non-ranking end period Answer this question if your response to Q8B.2a is “No” and your response to Q8B.2b is “No”. |
|
| 8B.2e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q8B.2a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment or they may not be entitled to participate in some other event, such as an entitlement issue. |
Part 8C – details of +securities proposed to be issued (new quoted class or new unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
| Question No. |
Question | Answer |
|---|---|---|
| 8C.1 | *+Security description The ASX security code for this security will be confirmed by ASX in due course. |
Non-quoted hybrid securities in the form of fully paid, direct, unconditional, unsecured, subordinated and convertible notes (“Subordinated Notes”). |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 8C.2 | *Security type Select one item from the list. Please select the most appropriate security type from the list. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities” (tradeable securities); or “Wholesale debt securities” (non-tradeable). Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. |
☐Ordinary fully or partly paid shares/units ☐Options ☒+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Wholesale debt securities ☐Other |
| 8C.3 | ISIN code Answer this question if you are an entity incorporated outside Australia and you are proposing to issue a new class of securities other than CDIs. See also the note at the top of this form. |
AU3FN0064739 |
| 8C.3a | ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs) |
|
| 8C.4a | *Will all the +securities proposed to be issued in this class rank equally in all respects from the issue date? |
Yes |
| 8C.4b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8C.4a is “No”. |
Not applicable |
| 8C.4c | *Provide the actual non-ranking end date Answer this question if your response to Q8C.5a is “No” and your response to Q8C.4b is “Yes”. |
|
| 8C.4d | *Provide the estimated non-ranking end period Answer this question if your response to Q8C.4a is “No” and your response to Q8C.4b is “No”. |
|
| 8C.4e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q8C.4a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
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Appendix 3B Proposed issue of +securities
| 8C.5 | Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. |
Please refer to the Information Memorandum to be lodged with ASX on or around the issue date (2 December 2021) which contains further information on the offer and the terms and conditions of the Subordinated Notes. |
|---|---|---|
| 8C.6 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. |
Yes |
| 8C.7a | Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 8C.2. |
|
| *+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. |
||
| *Will there be CDIs issued over the +securities? |
Yes or No | |
| *CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). |
X:Y | |
| *Is it a partly paid class of +security? | Yes or No | |
| *Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD). |
X:Y | |
| *Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. |
Yes or No | |
| 8C.7b | Option details Answer the questions in this section if you selected this security type in your response to Question Q8C.2. |
|
| *+Security currency This is the currency in which the exercise price is payable. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| *Exercise price The price at which each option can be exercised and convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). |
||
| *Expiry date The date on which the options expire or terminate. |
||
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”. |
||
| 8C.7c | Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question Q8C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
|
| *Type of +security Select one item from the list |
☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☒Hybrid security ☐Other |
|
| *+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. |
AUD | |
| *Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). |
AUD $10,000 | |
| *Interest or dividend rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities Note, this and the following questions also refer to dividend rates and payments, as would be relevant to preference securities. |
☐Fixed rate ☒Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other |
|
| *Frequency of coupon/interest/dividend payments per year Select one item from the list. |
☐Monthly ☒Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other |
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5 June 2021
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| *First interest/dividend payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments |
19 March 2022 | |
| *Interest/dividend rate per annum Answer this question if the interest rate type is fixed. |
Not applicable. | |
| *Is the interest/dividend rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
Not applicable. | |
| *If the interest/dividend rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
||
| *Does the interest/dividend rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed. |
Yes | |
| *What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
BBSW | |
| *Does the interest/dividend rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed. |
Yes | |
| *What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
3.40% p.a. | |
| *Is the margin estimated at this time? Answer this question if the interest rate type is floating or indexed. |
No | |
| *If the margin is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| *S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security |
☒s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable |
|
| *Is the +security perpetual (i.e. no maturity date)? |
No | |
| *Maturity date Answer this question if the security is not perpetual |
2 December 2081 | |
| *Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities. |
☐Simple ☒Subordinated ☐Secured ☐Converting ☒Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☒Redeemable ☐Extendable ☐Reset ☐Step-Down ☒Step-Up ☐Stapled ☐None of the above |
|
| *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? |
Yes | |
| *If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”. |
If the Issuer does not elect to redeem the Subordinated Notes on the First Optional Redemption Date (being 19 March 2027), a Noteholder may at its option request that all (but not some only) of its Subordinated Notes be Converted into Shares in accordance with and subject to Condition 5.2. |
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Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest) Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”. |
The Subordinated Notes will convert into a variable number of ordinary Shares of ALD, to be determined on the basis of a discounted VWAP during the VWAP Period (being 20 Trading Days prior to the Conversion Date), in accordance with the Terms and Conditions of the Notes. |
|
| 8C.7d | Details of wholesale debt securities Answer the questions in this section if you selected this security type in your response to Question Q8C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
|
| CFI | ||
| FISN | ||
| *+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. |
||
| Total principal amount of class | ||
| Face value This is the offer / issue price or value at which the security was offered on issue. |
||
| Number of +securities This should be the total principal amount of class divided by the face value |
||
| *Interest rate type Select the appropriate interest rate type per the terms of the security. |
☐Fixed rate ☐Floating rate ☐Fixed to floating ☐Floating to fixed |
|
| *Frequency of coupon/interest payments per year Select one item from the list. The number of interest payments to be made per year for a wholesale debt security. |
☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No payments |
|
| *First interest payment date A response is not required if you have selected “No payments” in response to the question above on the frequency of coupon/interest payments. |
||
| *Interest rate per annum A response is not required if you have selected “No payments” in response to the question above on the frequency of coupon/interest payments.The rate represents the total rate for the first payment period which may include a reference or base rate plus a margin rate and other adjustment factors where applicable, stated on a per annum basis. If the rate is only an estimate at this time please enter an indicative rate and provide the actual rate once it has become available. |
% |
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| *Maturity date The date on which the security matures. |
||
| Class type description | ||
| *S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security |
☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable |
Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21
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