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COUNT LIMITED — Capital/Financing Update 2026
Mar 31, 2026
64725_rns_2026-03-31_7d1c3b75-fe59-4407-b751-ee1931bf4bd5.pdf
Capital/Financing Update
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Address Level 11, 45 Clarence Street Sydney NSW 2000 Postal GPO Box 1453, Sydney NSW 2001
T (02) 8218 8778 E [email protected] www count.au ABN 11 126 990 832
ASX Release
1 April 2026
Count announces successful completion of $35.9 million Placement
Count Limited ( ASX:CUP ) ( Count or the Company ) is pleased to announce the successful completion of a $35.9 million fully underwritten institutional placement ( Placement ) of approximately 34.2 million new fully paid ordinary shares ( New Shares ) to eligible institutional investors at a price of $1.05 per New Share ( Offer Price ), representing a 7.5% discount to the last close price on Monday, 30 March 2026 of $1.135. The Placement received strong support from existing investors as well as new institutional investors.
As outlined in Count’s announcement on Tuesday, 31 March 2026, the proceeds of the Placement will be used to partially fund the acquisition of 100% of the businesses operated by Oracle Advisory Group Pty Ltd, Oracle Accounting (Australia) Pty Ltd, and Oracle Investment Management Pty Ltd (together, the “ Oracle Group ”) (the “ Acquisition ”). Completion of the Acquisition is expected to occur late in 1H FY26 following satisfaction of various conditions precedent including receipt of ACCC approval (or notification waiver) and other conditions.
Count Chief Executive Officer Hugh Humphrey said: " We are extremely pleased with the strong support from new and existing institutional investors who recognise the strategic benefits of our acquisition of Oracle Group . We are excited about the opportunities this will create for Count, our clients, and our shareholders and we look forward to launching the share purchase plan for our eligible retail shareholders next week."
In addition to the Placement, certain Directors of Count have committed to subscribe for an aggregate of $315,000 of New Shares on the same terms as the Placement ( Director Participation ). The issue of New Shares to directors is subject to shareholder approval, which will be sought at a general meeting to be held in due course.
As previously announced, the Company is also undertaking a Share Purchase Plan ( SPP ) at the same Offer Price as the Placement to raise up to $5 million.
Settlement of the New Shares under the Placement is expected to occur on Wednesday, 8 April 2026, with New Shares expected to be issued on Thursday, 9 April 2026 and commence trading on a normal settlement basis on the same day. The New Shares will rank equally with existing Count shares. The New Shares are within the Company’s existing placement capacity under ASX Listing Rule 7.1 and 7.1.A and accordingly shareholder approval is not required.
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Address Level 11, 45 Clarence Street Sydney NSW 2000 Postal GPO Box 1453, Sydney NSW 2001 T (02) 8218 8778 E [email protected] www count.au ABN 11 126 990 832
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Count shares are expected to resume normal trading on the ASX from market open today, Wednesday 1 April 2026.
Share Purchase Plan
As previously announced on Tuesday, 31 March 2026, Count is pleased to offer all eligible Count shareholders, being shareholders with a registered address in Australia or New Zealand on Count’s register as at 7.00pm (Sydney time) on Monday, 30 March 2026 the opportunity to apply for up to $30,000 of New Shares free of any brokerage, commission and transaction costs in accordance with a share purchase plan ( SPP ) at the same Offer Price as the Placement.
New Shares issued under the SPP will rank equally with existing Count shares from the date of issue.
Count reserves the right to increase the size of the SPP or scale back applications under the SPP at its absolute discretion.
Full details of the SPP will be set out in the SPP booklet, which is expected to be released to the ASX and dispatched to eligible shareholders on or around Monday, 13 April 2026.
Key dates for the Placement and SPP
| Event | Date (Sydney time) |
| Record date for SPP | 7:00pm (AEDT) on Monday,30 March 2026 |
| Settlement of New Shares issued under the Placement | Wednesday, 8 April 2026 |
| Issue and commencement of trading of New Shares under thePlacement | Thursday, 9 April 2026 |
| SPP offer opens and SPP booklet is dispatched | Monday, 13 April 2026 |
| SPP offer closing date | Friday, 1 May 2026 |
| Issue of New Shares under the SPP | Thursday, 7 May 2026 |
| Commencement of trading of New Shares issued under the SPP | Friday, 8 May 2026 |
The above timetable is indicative only and subject to change. The commencement of trading and quotation of New Shares issued under the Placement and SPP is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, Count reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice. All times above are to Sydney time.
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Address Level 11, 45 Clarence Street Sydney NSW 2000 Postal GPO Box 1453, Sydney NSW 2001
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T (02) 8218 8778 E [email protected] www count.au ABN 11 126 990 832
Additional information
Further details of the Acquisition, the Placement and the SPP are set out in the ASX announcement and Investor Presentation released to the ASX on 31 March 2026. The Investor Presentation contains important information including details about key risks and the international offer restrictions with respect of the Placement, which should be read together with this announcement.
This announcement has been authorised for release to the ASX by the Chief Executive Officer.
-ENDS-
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Address Level 11, 45 Clarence Street Sydney NSW 2000 Postal GPO Box 1453, Sydney NSW 2001
T (02) 8218 8778 E [email protected]
www count.au ABN 11 126 990 832
Important Information
Forward-Looking Statements
This announcement contains certain "forward - looking statements", including but not limited to projections and guidance on future financial performance, potential synergies and estimates, the outcome and effects of the offer and the use of proceeds, and the - future performance of Count post acquisition. The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan", “target” and - - other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the - control of Count, its directors and management. Forward looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Count's business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Readers are - cautioned not to place undue credence on forward looking statements and, except as required by law or regulation, none of Count, its representatives or advisers assumes any - obligation to update these forward looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this announcement. The forward - looking statements are based on information available to Count as at the date of this announcement. None of Count or any of its subsidiaries, representatives, advisers, or affiliates (or any of their respective officers, employees or agents) makes any representation, assurance, or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statements.
Not for release or distribution in the United States
This announcement has been prepared for publication in Australia and may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities law
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