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AUSSIE BROADBAND LIMITED — Capital/Financing Update 2024
Feb 14, 2024
64278_rns_2024-02-14_ad396bab-5a56-4164-ad5c-70fdfc3602ab.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
AUSSIE BROADBAND LIMITED
Announcement Type
New announcement
Date of this announcement
15/2/2024
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| ABB | ORDINARY FULLY PAID | 16,533,733 |
| Proposed +issue date | ||
| 28/2/2024 |
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
AUSSIE BROADBAND LIMITED
We (the entity named above) 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).
1.2 Registered Number Type
ACN
Registration Number
132090192
1.3 ASX issuer code
ABB
1.4 The announcement is
New announcement
1.5 Date of this announcement
15/2/2024
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
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? Yes 7A.1a Conditions
7A.1a Conditions Yes |
|||
|---|---|---|---|
| Approval/Condition | Date for determination | Is the date estimated or | ** Approval |
| Court approval | 16/2/2024 | actual? | received/condition met? |
| Estimated | No |
Comments
The new ABB shares, which are the subject of this Appendix 3B, are being issued pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) between Symbio Holdings Ltd (SYM) and its shareholders (Scheme) under which all of the fully paid ordinary shares on issue in SYM will be transferred to ABB in return for a combination of cash and scrip consideration. No ABB shareholder approval is required in connection with the proposed issue of new ABB shares. SYM shareholders approved the Scheme on 7 February 2024. Court approval of the Scheme is expected at the second court hearing on 16 February 2024.
| Approval/Condition | Date for determination | Is the date estimated or | ** Approval |
|---|---|---|---|
| Lodgement of court order | 19/2/2024 | actual? | received/condition met? |
| with +ASIC | Estimated | No |
| Comments | |||
|---|---|---|---|
| Approval/Condition | Date for determination | Is the date estimated or | ** Approval |
| Other (please specify in | 16/2/2024 | actual? | received/condition met? |
| comment section) | Estimated | No |
Comments
Various other conditions precedent to the Scheme, all of which are expected to be satisfied or waived (other than lodgement of the court order with ASIC) as at 8:00am on 16 February 2024.
Part 7B - Issue details
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class
Will the proposed issue of this +security include an offer of attaching +securities? No
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Details of +securities proposed to be issued
ASX +security code and description
ABB : ORDINARY FULLY PAID
Number of +securities proposed to be issued
16,533,733
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
The new ABB shares are to be issued as the scrip component of the scheme consideration offered in respect of the acquisition of SYM pursuant to the scheme of arrangement.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
64,812,231.300000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Part 7C - Timetable
7C.1 Proposed +issue date
28/2/2024
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No
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?
No 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)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? No
7E.2 Is the proposed issue to be underwritten? No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Fees and costs incurred by ABB in connection with the scheme of arrangement include financial and legal adviser fees and share registry costs.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
The new ABB shares are being issued to pay for the scrip component of the scheme consideration for the acquisition of SYM by way of a scheme of arrangement.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
7F.2 Any other information the entity wishes to provide about the proposed issue
The figure provided in response to Question 7B is based on the results of elections made by SYM shareholders, which remain subject to change including as a result of trading in SYM shares up to the effective date of the scheme of arrangement.
The final outcome of elections will not be known until after the record date of the scheme, which is currently expected to be 21 February 2024.
The total number of new ABB shares that will be issued may therefore be different to the figure provided in Question 7B.
Please see the scheme booklet issued by SYM dated 22 December 2023 for more information in relation to the scheme of arrangement.
7F.3 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: An applicable ASIC instrument or class order
Appendix 3B - Proposed issue of securities
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