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CONTROL BIONICS LIMITED — Capital/Financing Update 2024
Oct 7, 2024
64611_rns_2024-10-07_7170b5b5-b295-4199-9fcf-6ce6d57b8703.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Update Summary Entity name CONTROL BIONICS LIMITED Announcement Type Update to previous announcement Date of this announcement 8/10/2024 Reason for update to a previous announcement New issue date of 10 October 2024. The unquoted options will expire on 10 October 2026. 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
CONTROL BIONICS 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
ABN
Registration Number
45115465462
1.3 ASX issuer code
CBL
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
New issue date of 10 October 2024. The unquoted options will expire on 10 October 2026.
1.4b Date of previous announcement to this update
20/9/2024
1.5 Date of this announcement
8/10/2024
1.6 The Proposed issue is:
A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
- Non-renounceable
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No
Part 3B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued
ASX +security code and description
CBL : ORDINARY FULLY PAID
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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No
Details of +securities proposed to be issued
ASX +security code and description
CBL : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held
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Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 29,898,111 whole number
Offer price details for retail security holders
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.07000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes
Describe the limits on over-subscription
The allocation of Additional New Shares will be subject to the availability of Additional New Shares and will occur at the Company's absolute discretion.
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
Will be subject to the availability of Additional New Shares nd will occur at the Company's absolute discretion.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Attaching +Security
Is the proposed attaching 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)?
Part 3C - Timetable
3C.1 +Record date
25/9/2024
3C.2 Ex date
24/9/2024
3C.4 Record date
25/9/2024
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Appendix 3B - Proposed issue of securities
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3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
26/9/2024
3C.6 Offer closing date
9/10/2024
3C.7 Last day to extend the offer closing date
4/10/2024
3C.9 Trading in new +securities commences on a deferred settlement basis
10/10/2024
3C.11 +Issue date and last day for entity to announce results of +pro rata issue
11/10/2024
3C.12 Date trading starts on a normal T+2 basis
14/10/2024
3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
16/10/2024
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes
3E.2a Who are the underwriter(s)?
Nightingale Partners Pty Ltd $604,680 NorthStar Impact Pty Ltd $150,000 Directors underwriting: Roger Hawke $23,406 Jeremy Steele $40,000 Damian Lismore $20,000 Robert Heard $8,523
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
$846,649
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
5% of the amount underwritten
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
-
the Offer Document is withdrawn
-
regulatory action by ASIC in connection with the Offer
-
the Company is prevented form issuing the shares within the time required by the Agreement
-
the Company fails to lodge an Appendix 3B, or
-
any date in the timetable is not met for more than 5 business days
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Appendix 3B - Proposed issue of securities
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3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes
3E.2e (i) What is the name of that party?
Roger Hawke Jeremy Steele Damian Lismore Robert Heard
3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?
$91,169
3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?
5% of the amount underwritten
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Registry fees $16,000 Corporate advisory fees $42,000
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
See ASX Announcement re Rights Issue 19 September 2024
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue
China (Hong Kong), Singapore, GB, USA
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes
3F.5a Please provide further details of the offer to eligible beneficiaries
Eligible Shareholders who are nominees, trustees or custodians are advised to seek independent advice as to how to process. The Offer is being made to all Eligible Shareholders. The Company is not required to determine whether or not any Eligible Shareholder is acting as a nominee or the identity or residence of any underlying beneficial owners of Shares.
3F.6 URL on the entity's website where investors can download information about the proposed issue
3F.7 Any other information the entity wishes to provide about the proposed issue
Shareholders are being offered the opportunity to subscribe for one new fully paid ordinary shares (New Shares) in the Company for every 7 existing fully paid ordinary shares in the Company held at 7pm (Sydney time) on 25 September 2024 at a price of 7c per share (Issue Price). In addition, subscribers to the Offer will receive one Option for every two New Shares with an exercise price of 10c and an expiry date of two years from the date of issue. These Options will not be quoted.
3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No
3F.9 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: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
Appendix 3B - Proposed issue of securities
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