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DOTZ NANO LIMITED Capital/Financing Update 2020

Oct 27, 2020

64794_rns_2020-10-27_1fc2dfad-26c4-4667-a115-5db1861743c8.pdf

Capital/Financing Update

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ASX and MEDIA RELEASE

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28 October 2020
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To: Australian Securities Exchange

Cleansing Statement Notice Pursuant to Section 708A(5)(e) of the Corporations Act

Dotz Nano Limited (the Company ) ( ASX: DTZ ) gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) as follows:

  • (a) The Company has issued 37,858,443 fully ordinary paid shares ( Shares ) in the Company at an issue prices of:

  • a. $0.09 per Share from the exercise of 314,517 unquoted options (314,517 DTZOPT20);

  • b. $0.09 per Share from the exercise of 925,926 unquoted options (925,926 DTZOPT21);

  • c. $0.09 per Share from the exercise of 9,550,000 unquoted options (9,550,000 DTZOPT21) ( SIBF Options ). The SIBF Options were exercised by the Company’s largest shareholder Southern Israel Bridging Fund as part of their committing further funds to the Company as announced to the ASX on 15 September 2020;

  • d. $0.13 per Share from the exercise of 2,000,000 unquoted options (2,000,000 DTZOPA); and

  • e. $0.25 per Share from the placement of 25,068,000 fully paid ordinary shares ( Tranche 1 Placement Shares ). The Tranche 1 Placement Shares were issued to institutional, sophisticated and professional investors under the capital raising announced to ASX on 19 October 2020.

  • (b) The Shares rank pari passu with existing Dotz ordinary shares.

  • (c) The Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

  • (d) As at the date of this notice, the Company has complied with:

  • the provisions of Chapter 2M of the Corporations Act, as they apply to the Company; and

  • Section 674 of the Corporation Act.

  • (e) As at the date of this notice, other than as noted below there is no 'excluded information' (within the meaning of sections 708A(7) and 708A(8) of the Corporations Act) required to be disclosed under section 708A(6)(e) of the Corporations Act.

The Company has experienced an increase in inbound enquiries from mask makers and other corporates in relation to its Validotz[TM] technology following recent announcements with respect to the application of Validotz[TM] to face masks. The Company continues to offer mask authentication world-wide and is in ongoing discussions at various stages with manufacturers and agents across multiple geographies. If any discussions materialise into new orders or distribution agreements the Company will update the market in accordance with its continuous disclosure obligations. The Company notes there is no guarantee any advanced discussions will materialise.

An Appendix 2A reflecting the revised capital structure following the issue of the above securities has been released with this announcement.

This announcement has been authorised for release by the Company Secretary, Ian Pamensky.

For and on behalf of Dotz Nano Limited

Ian Pamensky Company Secretary

1

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For further information, contact:

Dotz Nano Limited

Investor Enquiries: Media Enquiries: Ian Pamensky Tristan Everett Company Secretary Market Eye E: [email protected] E: [email protected] P: +61 414 864 746 P: +61 403 789 096

About Dotz Nano Limited

Dotz Nano Limited (ASX: DTZ) is a technology leader in research, production and marketing of anti-counterfeiting, authentication and tracing solutions. Dotz has strong, established distributors in North America, Europe, Japan, China and Australia as well as scientific collaborations and partnerships with leading academic institutes.

Its unique products ValiDotz, BioDotz, Fluorensic and InSpec are exceptional solutions for numerous applications, such as: bio-imaging, liquids tagging, lubricants and DEF authentication, polymers tagging, anti-counterfeiting, brand & reputation protection and oil & gas industry.

To learn more about Dotz, please visit the website and corporate video via the following link www.dotz.tech

2

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 2.7

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. 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 seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. 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 nonAustralian 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.

Part 1 – Entity and announcement details

Question
no		 Question Answer
1.1 *Name of entity
We (the entity here named) apply for
+quotation of the following +securities and
agree to the matters set out in
Appendix 2A of the ASX Listing Rules.1		 Dotz Nano Limited (ASX: DTZ)
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: 71 125 264 575
1.3 *ASX issuer code DTZ
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
Mandatory only if “Update” ticked in Q1.4 above. A
reason must be provided for an update.		 (a) N/A
(b) N/A
(c) Shares Issued2
(d) N/A
(e) Share Placement Completed

1 Appendix 2A of the Listing Rules includes 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 the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues ). If in doubt, please consult your legal adviser.

2 The Company is awaiting the receipt of the final ~$511,662 from SIBF. SIBF have advised that the funds have been transferred, but due to delays, the funds have not as yet cleared the DTZ bank account

  • See chapter 19 for defined terms 31 January 2020 Error! Unknown document property name.

Page 1

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

1.4b *Date of previous announcement to this
update
Mandatory only if “Update” ticked in Q1.4 above.		 (a) N/A
(b) N/A
(c) 19 October 2020
(d) N/A
(e) 15 September 2020
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.		 N/A
1.4d *Date of previous announcement to this
cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.		 N/A
1.5 *Date of this announcement 28 October 2020

Part 2 – Type of issue

Part 2 – Type of issue
Question
No.		 Question Answer
2.1 *The +securities to be quoted are:
Select whichever item is applicable.
If you wish to apply for quotation of different types of
issues of securities, please complete a separate
Appendix 2A for each type of issue.		 ☒Being issued as part of a transaction or
transactions previously announced to
the market in an Appendix 3B
☐Being issued under a +dividend or
distribution plan
☒Being issued as a result of options
being exercised or other +convertible
securities being converted
☐Unquoted partly paid +securities that
have been paid up and are now quoted
fully paid +securities
☐+Restricted securities where the escrow
period has expired or is about to expire
☐+Securities previously issued under an
+employee incentive scheme where the
restrictions on transfer have ceased or
are about to cease
☐+Securities issued under an +employee
incentive scheme that are not subject to
a restriction on transfer or that are to be
quoted notwithstanding there is a
restriction on transfer
☐Other
2.2a.1 *Date of Appendix 3B notifying the market
of the proposed issue of +securities for
which quotation is now being sought
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B”		 a) N/A
b) Refer ASX Announcement 26 Nov
2019
c) Refer ASX Announcement 26 Nov
2019
d) N/A
e) 19 October 2020
  • See chapter 19 for defined terms 31 January 2020 Error! Unknown document property name.

Page 2

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2a.2 *Are there any further issues of +securities
yet to take place to complete the
transaction(s) referred to in the
Appendix 3B?
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B”.		 a) N/A
b) N/A
c) N/A
d) N/A
e) As Announced on 19 October 2020.
The Share Placement will include 2
Tranches. This issue relates to Tranche
1. A Separate Appendix 3B was lodged
for Tranche 2. The issue of the Tranche
2 shares requires Shareholder
Approval.
2.2a.2.1 *Please provide details of the further issues
of +securities yet to take place to complete
the transaction(s) referred to in the
Appendix 3B
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B” and your response to Q2.2a.2 is “Yes”.
Please provide details of the proposed dates and
number of securities for the further issues. This may
be the case, for example, if the Appendix 3B related to
an accelerated pro rata offer with an institutional
component being quoted on one date and a retail
component being quoted on a later date.		 a) N/A
b) N/A
c) N/A
d) N/A
e) A Separate Appendix 3B was lodged
for Placement Shares requiring
Shareholder Approval (Refer 2.2a.2
above)
2.2b.1 *Date of Appendix 3A.1 lodged with ASX in
relation to the underlying +dividend or
distribution
Answer this question if your response to Q2.1 is “Being
issued under a dividend or distribution plan”.		 N/A
2.2b.2 *Does the +dividend or distribution plan
meet the requirement of listing rule 7.2
exception 4 that it does not impose a limit
on participation?
Answer this question if your response to Q2.1 is “Being
issued under a dividend or distribution plan”.
Note: Exception 4 only applies where security holders
are able to elect to receive all of their dividend or
distribution as securities. For example, Exception 4
would not apply in the following circumstances: 1) The
entity has specified a dollar limit on the level of
participation e.g. security holders can only participate
to a maximum value of $x in respect of their
entitlement, or 2) The entity has specified a maximum
number of securities that can participate in the plan
e.g. security holders can only receive securities in lieu
of dividend payable for x number of securities.		 N/A
2.2c.1 Please state the number and type of
options that were exercised or other
+convertible securities that were converted
(including their ASX security code)
Answer this question if your response to Q2.1 is “Being
issued as a result of options being exercised or other
convertible securities being converted”.		 a)314,517 Unquoted Options
(DTZOPT20 – exercise price $0.09)
b)925,926 Unquoted Options
(DTZOPT21 – exercise price $0.09)
c)
9,550,000 Unquoted Options
(DTZOPT21 – exercise price $0.09)
d)2,000,000 Unquoted Options (DTZOPA
– exercise price $0.13)
e)N/A
  • See chapter 19 for defined terms 31 January 2020

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Error! Unknown document property name.

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2c.2 And the date the options were exercised or
other +convertible securities were
converted
Answer this question if your response to Q2.1 is “Being
issued as a result of options being exercised or other
convertible securities being converted”.
Note: If this occurred over a range of dates, enter the
date the last of the options was exercised or
convertible securities was converted.		 a) 19 October 2020
b) 13 October 2020
c) Announced 25 September 2020 (Issue
was subject to receipt of funds. SIBF
have provided details that the funds
have been transferred, but as yet have
not cleared the DTZ bank account)
d) 21 October 2020
e) N/A
2.2d.1 Please state the number and type of partly
paid +securities (including their ASX
security code) that were fully paid up
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been paid
up and are now quoted fully paid securities”.		 N/A
2.2d.2 And the date the+securities were fully paid
up
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been paid
up and are now quoted fully paid securities”.
Note: If this occurred over a range of dates, enter the
date the last of the securities was fully paid up.		 N/A
2.2e.1 Please state the number and type of
+restricted securities (including their ASX
security code) where the escrow period has
expired or is about to expire
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.		 N/A
2.2e.2 And the date the escrow restrictions have
ceased or will cease
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
Note: If this occurred over a range of dates, enter the
date the last of the escrow restrictions has ceased or
will cease.		 N/A
2.2f.1 Please state the number and type of
+securities (including their ASX security
code) previously issued under the
+employee incentive scheme where the
restrictions on transfer have ceased or are
about to cease
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.		 N/A
2.2f.2 And the date the restrictions on transfer
have ceased or will cease:
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
Note: If this occurred over a range of dates, enter the
date the last of the restrictions on transfer has ceased
or will cease.		 N/A
  • See chapter 19 for defined terms

31 January 2020

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Error! Unknown document property name.

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2g.1 Please state the number and type of
+securities (including their ASX security
code) issued under an +employee incentive
scheme that are not subject to a restriction
on transfer or that are to be quoted
notwithstanding there is a restriction on
transfer
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.		 Please state the number and type of
+securities (including their ASX security
code) issued under an +employee incentive
scheme that are not subject to a restriction
on transfer or that are to be quoted
notwithstanding there is a restriction on
transfer
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.		 N/A N/A
2.2g.2 *Please attach a document or provide
details of a URL link for a document lodged
with ASX detailing the terms of the
+employee incentive scheme or a summary
of the terms.
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.		 N/A
2.2g.3 *Are any of these +securities being issued
to +key management personnel (KMP) or
an +associate
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.		 a) N/A
b) N/A
c) N/A
d) N/A – exercise of options by former
Director and CEO, Uzi Breier
e) N/A
2.2g.3.a *Provide details of the recipients and the number of +securities issued to each of them.
Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are
not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”
and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If
the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered
holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of
registered holder”.
Name of KMP
Name of registered holder
Number of +securities
registered holder”.
Name of KMP Name of registered holder Number of +securities
  • See chapter 19 for defined terms 31 January 2020

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Error! Unknown document property name.

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2h.1 *The purpose(s) for which the entity is
issuing the +securities is:
Answer this question if your response to Q2.1 is
“Other”.
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 [p_rovide details below_]
Additional details:
(a) Exercise of Option
(b) Exercise of Option
(c) Exercise of Option
(d) Exercise of Option
(e) Share Placement
2.2h.2 *Please provide any further information
needed to understand the circumstances in
which you are applying to have these
+securities quoted on ASX, including (if
applicable) why the issue of the +securities
has not been previously announced to the
market in an Appendix 3B
You must answer this question if your response to
Q2.1 is “Other”. If there is no other information to
provide, please answer “Not applicable” or “N/A”.		 a) DTZOPT20 - NOTE – Refer ASX
Announcement on 26 November 2019.
No Appendix 3B was required to be
lodged prior to 1 December 2019.
b) DTZOPT21 - NOTE – Refer ASX
Announcement on 26 November 2019.
No Appendix 3B was required to be
lodged prior to 1 December 2019.
c) DTZOPT21 - NOTE – Refer ASX
Announcement on 26 November 2019.
No Appendix 3B was required to be
lodged prior to 1 December 2019.
d) DTZOPA – Exercise of Options by
former CEO and Director, Uzi Breier.
Approved by Shareholders on 8 Feb
2019
e) N/A
2.2i *Are these +securities being offered under
a +disclosure document or +PDS?
Answer this question if your response to Q2.1 is any
option other than “Being issued as part of a transaction
or transactions previously announced to the market in
an Appendix 3B”.		 No
2.2i.1 *Date of +disclosure document or +PDS?
Answer this question if your response to Q2.1 is any
option other than “Being issued as part of a transaction
or transactions previously announced to the market in
an Appendix 3B” and your response to Q2.2i is “Yes”.
Under the Corporations Act, the entity must apply for
quotation of the securities within 7 days of the date of
the disclosure document or PDS.		 N/A
2.3 *The +securities to be quoted are:
Tick whichever is applicable		 ☒Additional +securities in a class that is
already quoted on ASX ("existing
class")
☐New +securities in a class that is not yet
quoted on ASX ("new class")
  • See chapter 19 for defined terms

31 January 2020

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Error! Unknown document property name.

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.
Question
No.		 Question Answer
3A.1 *ASX security code & description DTZ – Ordinary Shares
3A.2 *Number of +securities to be quoted a) N/A
b) N/A
c) N/A
d) N/A
e) 25,068,000 Ordinary Shares

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

Question
No.		 Question Answer
3B.1 *ASX security code & description DTZ – Ordinary Shares
3B.2 *Number of +securities to be quoted a) 314,517 Ordinary Shares
b) 925,926 Ordinary Shares
c) 9,550,000 Ordinary Shares
d) 2,000,000 Ordinary Shares
e) N/A
3B.3a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?		 Yes
3B.3b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3B.3a is
“No”.		 Yes
3B.3c *Provide the actual non-ranking end date
Answer this question if your response to Q3B.3a is
“No” and your response to Q3B.3b is “Yes”.		 N/A
3B.3d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3B.3a is
“No” and your response to Q3B.3b is “No”.		 N/A
  • See chapter 19 for defined terms 31 January 2020 Error! Unknown document property name.

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

3B.3e *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 Q3B.3a 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.		 N/A

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.

Question
No.		 Question Answer
3C.1 *Security description
3C.2 *Security type
Select one item from the list that best describes the
securities the subject of this form. 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”. 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
☐Other
3C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are seeking quotation of a
new class of securities other than CDIs. See also the
note at the top of this form.
3C.4 *Number of +securities to be quoted
3C.5a *Will all the +securities issued in this class
rank equally in all respects from the issue
date?		 Yes or No
3C.5b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3C.5a is
“No”.		 Yes or No
3C.5c *Provide the actual non-ranking end date
Answer this question if your response to Q3C.5a is
“No” and your response to Q3C.5b is “Yes”.
3C.5d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3C.5a is
“No” and your response to Q3C.5b is “No”.
  • See chapter 19 for defined terms 31 January 2020

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Error! Unknown document property name.

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

3C.5e *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 Q3C.5a 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.		 *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 Q3C.5a 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.
3C.6 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities to
be quoted
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.
3C.7 *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 or No
3C.8




*Provide a distribution schedule for the new +securities according to the categories set out
in the left hand column – including the number of recipients and the total percentage of the
new +securities held by the recipients in each category.
Number of +securities held
Number of holders
Total percentage of
+securities held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
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) and the securities to be quoted have already been issued.
Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new
+securities received by each of those recipients, and a distribution schedule for the securities when they are
issued.
3C.9a 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 3C.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.
  • See chapter 19 for defined terms 31 January 2020

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*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
3C.9b Option details
Answer the questions in this section if you selected this security type in your response to Question 3C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
*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)”.
  • See chapter 19 for defined terms 31 January 2020

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3C.9c 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
3C.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		 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
3C.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.
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).
*Interest 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		 ☐Fixed rate
☐Floating rate
☐Indexed rate
☐Variable rate
☐Zero coupon/no interest
☐Other
Frequency of coupon/interest payments
per year
Select one item from the list.		 ☐Monthly
☐Quarterly
☐Semi-annual
☐Annual
☐No coupon/interest payments
☐Other
First interest 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
Interest rate per annum
Answer this question if the interest rate type is fixed.		 % p.a.
*Is the interest rate per annum estimated
at this time?
Answer this question if the interest rate type is fixed.		 Yes or No
  • See chapter 19 for defined terms 31 January 2020

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

If the interest 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 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 or No
*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”.
*Does the interest 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 or No
*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”.		 % p.a.
*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)?		 Yes or No
*Maturity date
Answer this question if the security is not perpetual
  • See chapter 19 for defined terms 31 January 2020

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

*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 or No
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
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 to be quoted are
converted, transformed or exchanged
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)”.

Part 4 – Issue details

Part 4 – Issue details
Question
No.		 Question Answer
4.1 *Have the +securities to be quoted been
issued yet?		 ~~Yes or~~No
4.1a *What was their date of issue?
Answer this question if your response to Q4.1 is
“Yes”.		 N/A
4.1b *What is their proposed date of issue?
Answer this question if your response to Q4.1 is “No”.		 28 October 2020
  • See chapter 19 for defined terms 31 January 2020

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

4.2 *Are the +securities to be quoted being
issued for a cash consideration?
If the securities are being issued for nil cash
consideration, answer this question “No”.		 a) Yes
b) Yes
c) Yes
d) Yes
e) Yes
4.2a *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 Q4.2 is
“Yes”.		 AUD
4.2b *What is the issue price per +security
Answer this question if your response to Q4.2 is “Yes”
and by reference to the issue currency provided in
your response to Q4.2a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q4.2 as “No” and complete Q4.2c and Q4.2d.		 a) $0.09 – Options exercised
b) $0.09 – Options exercised
c) $0.09 – Options exercised
d) $0.13 – Options exercised
e) $0.25 – Share Placement
4.2c Please describe the consideration being
provided for the +securities to be quoted
Answer this question if your response to Q4.2 is “No”.		 N/A
4.2d Please provide an estimate (in AUD) of the
value of the consideration being provided
per +security for the +securities to be
quoted
Answer this question if your response to Q4.2 is “No”.		 N/A
4.3 Any other information the entity wishes to
provide about the issue		 N/A

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1 * Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities the subject of this application)

ASX security code and description Total number of +securities on issue DTZ 374,538,489

  • See chapter 19 for defined terms 31 January 2020

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5.2 *Unquoted +securities(total number of each +class of +securities issued but not quoted
on ASX):
ASX security code and description
Total number of +securities on issue
1) Performance Shares
2) Unquoted Options
22,000,000
(a)630,000 - Options expiring
1/10/21, exercise price $0.00.
(b)200,000 - Options expiring
1/10/21, exercise price $0.00.
Vesting 27/11/19 provided that
the Option holder is an
employee or consultant of the
Company at all times during the
period ending on the Vesting
Date
(c)Nil - Unquoted Options
exercisable at $0.13 each and
expire on 15/02/2024, Options
lapse if Option holder ceases
employment
(d)1,000,000 - Unquoted Options
exercisable at $0.00 expiring
15/02/23. Vesting 09/12/19
provided that the Option holder
is an employee or consultant of
the Company at all times during
the period ending on the Vesting
Date
(e)10,800,003 - Unquoted options
exercisable at $0.085 and expire
on 7 May 2021
(f)5,000,000 - Unquoted options
exercisable at $0.10 and expire
on 19 June 2021
(g)4,820,094 - Unquoted options
exercisable at $0.09 and expire
on 29 July 2021
(h)10,000,000 - Unquoted Options
exercisable at $0.10 and expire
11 September 2021
(i) 6,507,411 – Exercisable at
A$0.09 and expiring on 11
December 2021
(j) 10,000,000 - Exercisable at
A$0.09 and expiring on 11
December 2021, vesting as
follows:
a. 25% shall vest
immediately upon issue;
b. 25% shall, subject to the
agreement remaining on
foot, vest on the date
that is 6 months
following the date of		 *Unquoted +securities(total number of each +class of +securities issued but not quoted
on ASX):
ASX security code and description
Total number of +securities on issue
1) Performance Shares
2) Unquoted Options
22,000,000
(a)630,000 - Options expiring
1/10/21, exercise price $0.00.
(b)200,000 - Options expiring
1/10/21, exercise price $0.00.
Vesting 27/11/19 provided that
the Option holder is an
employee or consultant of the
Company at all times during the
period ending on the Vesting
Date
(c)Nil - Unquoted Options
exercisable at $0.13 each and
expire on 15/02/2024, Options
lapse if Option holder ceases
employment
(d)1,000,000 - Unquoted Options
exercisable at $0.00 expiring
15/02/23. Vesting 09/12/19
provided that the Option holder
is an employee or consultant of
the Company at all times during
the period ending on the Vesting
Date
(e)10,800,003 - Unquoted options
exercisable at $0.085 and expire
on 7 May 2021
(f)5,000,000 - Unquoted options
exercisable at $0.10 and expire
on 19 June 2021
(g)4,820,094 - Unquoted options
exercisable at $0.09 and expire
on 29 July 2021
(h)10,000,000 - Unquoted Options
exercisable at $0.10 and expire
11 September 2021
(i) 6,507,411 – Exercisable at
A$0.09 and expiring on 11
December 2021
(j) 10,000,000 - Exercisable at
A$0.09 and expiring on 11
December 2021, vesting as
follows:
a. 25% shall vest
immediately upon issue;
b. 25% shall, subject to the
agreement remaining on
foot, vest on the date
that is 6 months
following the date of
ASX security code and description Total number of +securities on issue
1) Performance Shares
2) Unquoted Options		 22,000,000
(a)630,000 - Options expiring
1/10/21, exercise price $0.00.
(b)200,000 - Options expiring
1/10/21, exercise price $0.00.
Vesting 27/11/19 provided that
the Option holder is an
employee or consultant of the
Company at all times during the
period ending on the Vesting
Date
(c)Nil - Unquoted Options
exercisable at $0.13 each and
expire on 15/02/2024, Options
lapse if Option holder ceases
employment
(d)1,000,000 - Unquoted Options
exercisable at $0.00 expiring
15/02/23. Vesting 09/12/19
provided that the Option holder
is an employee or consultant of
the Company at all times during
the period ending on the Vesting
Date
(e)10,800,003 - Unquoted options
exercisable at $0.085 and expire
on 7 May 2021
(f)5,000,000 - Unquoted options
exercisable at $0.10 and expire
on 19 June 2021
(g)4,820,094 - Unquoted options
exercisable at $0.09 and expire
on 29 July 2021
(h)10,000,000 - Unquoted Options
exercisable at $0.10 and expire
11 September 2021
(i) 6,507,411 – Exercisable at
A$0.09 and expiring on 11
December 2021
(j) 10,000,000 - Exercisable at
A$0.09 and expiring on 11
December 2021, vesting as
follows:
a. 25% shall vest
immediately upon issue;
b. 25% shall, subject to the
agreement remaining on
foot, vest on the date
that is 6 months
following the date of
  • See chapter 19 for defined terms 31 January 2020 Error! Unknown document property name.

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execution of this agreement; c. 25% shall, subject to the agreement remaining on foot, vest on the date that is 12 months following the date of execution of this agreement; and d. 25% shall, subject to the agreement remaining on foot, vest on the date that is 18 months following the date of execution of this agreement, (k) Nil - Exercisable at A$0.048 and expiring on 11 May 2023, vesting as follows. This forms part of the issue of 3,000,000 Unquoted options 3,000,000 that vest equally on a quarterly basis over 2 years. The first issue of 375,000 was issued on 11/05/2020. 2,625,000 Unquoted options to be issued. (l) 4,629,630 – Exercisable at A$0.09 and expiring on 17 June 2022 (m) 1,350,000 – Exercisable at A$0.07 and expiring on 18 May 2022. Issued pursuant to a consulting agreement, vesting as follows: a. 25% shall vest immediately upon issue; b. 25% shall, subject to the agreement remaining in effect and not terminated, vest on the date that is 4 months following the date of execution of the agreement; and c. 25% shall, subject to the agreement remaining in effect and not terminated, vest on the date that is 8 months following the date of execution of the agreement; and d. 25% shall, subject to the agreement remaining in effect and not terminated, vest on the date that is 12 months following the date of

  • See chapter 19 for defined terms 31 January 2020 Error! Unknown document property name.

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execution of the agreement. (n) 500,000 – Exercisable at A$0.12, vesting on 30 June 2021 and expiring on 31 December 2022. Issued pursuant to a consulting agreement. (o) 500,000 – Exercisable at A$0.15, vesting on 31 December 2021 and expiring on 31 December 2022. Issued pursuant to a consulting agreement. (p) 4,629,630 – Exercisable at A$0.09 and expiring on 10 September 2022 (q) 5,000,000 – Exercisable at A$0.375 and expiring on 19 October 2023. ESCROWED for 6 months from 19 October 2020

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

  • your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or

    • your response to Q2.1 is “Other”.

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Question
No.		 Question Answer
6.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?		 a) No
b) No
c) No
d) No
e) No for Tranche 1. (Tranche 2 of the
Share Placement is to DTZ’s largest
shareholder and the DTZ Chairman. The
Tranche 2 share issue will require
Shareholder Approval at a future EGM –
Details of the Tranche 2 shares were
disclosed in an Appendix 3B on 19
October 2020)
6.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the response to Q6.1 is “Yes”.		 a) N/A
b) N/A
c) N/A
d) N/A
e) N/A
6.1b *Are any of the +securities being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?		 No
  • See chapter 19 for defined terms

31 January 2020

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Answer this question if the response to Q6.1 is “No”.
6.1b.1 *How many +securities are being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.1b 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.		 N/A
6.1c *Are any of the +securities being 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 response to Q6.1 is “No”.		 ~~Yes,~~No ~~or n/a~~
6.1c.1 *How many +securities are being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.1c 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.		 N/A

Introduced 01/12/19, amended 31/01/20

  • See chapter 19 for defined terms 31 January 2020

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