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AUSTRALIAN UNITY LIMITED — Capital/Financing Update 2020
Nov 26, 2020
64486_rns_2020-11-26_5249b946-b798-4eaa-9c59-f240ed3cbc29.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
AUSTRALIAN UNITY LIMITED
Announcement Type
New announcement
Date of this announcement
Friday November 27, 2020
The Proposed issue is:
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A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)
Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)
Maximum Number of ASX +security code +Security description +securities to be issued n/a Mutual capital instruments (ASX security code AYUPA) 1,000,000
Closing date for receipt of acceptances
Monday December 21, 2020
Proposed +issue date
Thursday December 24, 2020
Refer to next page for full details of the announcement
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Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
AUSTRALIAN UNITY 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.
1.2 Registered Number Type
Registration Number
ABN 23087648888
1.3 ASX issuer code
AYU
1.4 The announcement is
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New announcement
1.5 Date of this announcement
Friday November 27, 2020
1.6 The Proposed issue is:
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A non-+pro rata offer of +securities under a +disclosure document or +PDS
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Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS
Part 5A - Conditions
5A.1 - Are any of the following approvals required for the non-+pro rata offer of +securities under a +disclosure document or +PDS?
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+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No
Part 5B - Offer details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
NA
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Mutual capital instruments (ASX security code AYUPA)
+Security type
Other
The number of +securities to be offered under the +disclosure document or +PDS
1,000,000
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Proposed issue of securities
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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
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
Is the minimum acceptance unit based or dollar based? Unit based
Please enter the minimum acceptance value 50
Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No
Offer price details
Has the offer price been determined? Yes In what currency will the offer be What is the offer price per +security? made? AUD 100.00000 AUD - Australian Dollar
Oversubscription & Scale back details
Will the entity be entitled to accept over-subscriptions? Yes Provide details of the number or value of over-subscriptions that the entity may accept
In accordance with the prospectus, the offer is for $100m worth of MCIs, with the ability to raise more or less. The exact value of any over-subscriptions will be determined pursuant to the Bookbuild that is scheduled to occur on 11 December 2020
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
To the extent it is necessary to scale back the number of MCIs that will be issued to individual investors under the Offer, Australian Unity intends to do so in its discretion.
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
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Please 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.
http://www.australianunity.com.au/mci
Part 5C - Timetable
5C.1 Lodgement date of +disclosure document or +PDS with ASIC
Friday November 27, 2020
5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors
Friday December 11, 2020
5C.3 Offer open date
Friday December 11, 2020
5C.4 Closing date for receipt of acceptances
Monday December 21, 2020
5C.6 Proposed +issue date
Thursday December 24, 2020
Part 5E - Fees and expenses
5E.1 Will there be a lead manager or broker to the proposed offer? Yes
5E.1a Who is the lead manager/broker?
Acacia Partners Pty Ltd, Morgans Financial Limited and National Australia Bank Limited are acting as arrangers and joint lead managers to the Offer ("Joint Lead Managers").
5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Australian Unity has agreed to pay:
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to each Joint Lead Manager, an arranger fee of 0.15% of the gross proceeds of the Offer;
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to each Joint Lead Manager, a management fee comprising an equal share of 0.50% of the gross proceeds of the Offer plus an amount equal to 0.50% of the gross proceeds of that Joint Lead Manager's allocation (such allocation to be determined following the bookbuild to determine the dividend rate ("Bookbuild")); and
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a distribution fee of 1.00% of the gross proceeds of all MCIs allocated to the Broker Firm Offer (to be paid to brokers as described in the responses to Q5E.3b and Q5E.3c).
5E.2 Is the proposed offer to be underwritten?
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No
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5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? Yes
5E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)
5E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances on behalf of investors
1.000000 %
5E.3c Please provide any other relevant information about the handling fee or commission method
This fee will be paid by the Joint Lead Managers out of their own fees to specific brokers selected by the Joint Lead Managers to participate in the Bookbuild.
5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Australian Unity has also agreed to pay:
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to Acacia Partners Pty Ltd, a financial adviser fee of 0.10% of the gross proceeds of the Offer;
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to each cornerstone investor (via the Joint Lead Managers), an amount equal to 0.25% of the cornerstone proceeds; and
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to each cornerstone investor (via the Joint Lead Managers), an additional amount equal to 0.25% of the proceeds committed by that cornerstone investor for MCIs continually held by that cornerstone investor for three months after the MCIs are allotted
Part 5F - Further Information
5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Please refer to Australian Unity's Prospectus released to ASX on 27 November 2020
5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? Yes
5F.1a Please explain how the entity will change its dividend/distribution policy if the proposed offer is successful
Please refer to section 3.8.7 of Australian Unity's Prospectus released to ASX on 27 November 2020.
5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority
Please refer to section 6.2.4 of Australian Unity's Prospectus released to ASX on 27 November 2020.
5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS
http://www.australianunity.com.au/mci
5F.4 Any other information the entity wishes to provide about the proposed offer
Not applicable
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