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ELSIGHT LIMITED Capital/Financing Update 2020

Nov 15, 2020

64836_rns_2020-11-15_d5b96ac2-2c89-425c-8c95-8031f1865609.pdf

Capital/Financing Update

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Proposed issue of securities

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Announcement Summary

Entity name

ELSIGHT LIMITED

Announcement Type

New announcement

Date of this announcement

Monday November 16, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

Maximum Number of ASX +security code +Security description +securities to be issued n/a Rights Issue Options 9,074,716 ELS ORDINARY FULLY PAID 18,149,433

Ex date

+Record date

Thursday November 19, 2020

Offer closing date

Tuesday December 8, 2020

Issue date

Tuesday December 15, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ELSIGHT 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 ACN 616435753

1.3 ASX issuer code

ELS

1.4 The announcement is

New announcement

1.5 Date of this announcement

Monday November 16, 2020

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

  • Renounceable

Proposed issue of securities

Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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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

ELS : 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 +security include an offer of attaching +securities? Yes

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +security code and description

ELS : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Proposed issue of securities

Proposed issue of securities

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The quantity of additional +securities For a given quantity of +securities to be issued held 1 6 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 18,149,433 whole number or fractions disregarded 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 0.45000

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

See Section 8.6 of the Prospectus

Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements

See Section 8.6 of the Prospectus

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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Proposed issue of securities

Proposed issue of securities

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Details of attaching +securities proposed to be issued

ISIN Code (if issuer is a foreign company and +securities are non CDIs)

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDI’s)

Have you received confirmation from ASX that the terms of Will the entity be seeking quotation of the ‘new’ class of the proposed +securities are appropriate and equitable +securities on ASX? under listing rule 6.1? No Yes ASX +Security code +Security description New class-code to be confirmed Rights Issue Options

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 2

What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 9,074,716

Offer price details for retail security holders

In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

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

See Section 8.6 of the Prospectus

Will a scale back be applied if the offer is over-subscribed? Yes

Proposed issue of securities

Proposed issue of securities

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Describe the scale back arrangements

See Section 8.6 of the Prospectus

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.9000

Expiry date

Friday March 31, 2023

Proposed issue of securities

Proposed issue of securities

Details of the type of +security that will be issued if the option is exercised

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ELS : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary shares (ASX:ELS)

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.

www.elsight.com

Part 3C - Timetable

3C.1 +Record date

Thursday November 19, 2020

3C.2 Ex date

3C.3 Date rights trading commences

3C.4 Record date

3C.5 Date of which offer documents will be sent +security holders entitled to participate in the +pro rate issue Monday November 23, 2020

3C.6 Offer closing date

Tuesday December 8, 2020

3C.7 Last day to extend the officer closing date

Thursday December 3, 2020

3C.8 Date rights trading ends

Tuesday December 1, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Wednesday December 2, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Friday December 11, 2020

Proposed issue of securities

Proposed issue of securities

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3C.11 +Issue date

Tuesday December 15, 2020

3C.12 Date trading starts on a normal T+2 basis

Wednesday December 16, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Friday December 18, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

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Yes

3E.1a Who is the lead manager/broker?

Mahe Capital

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

(a) The lead manager's fee of $60,000. The Underwriter has the right to have this fee satisfied through the issue of Shares on the same terms as under the Offer;

  • (b) 1 New Option for every $1 raised under this Prospectus;

  • (c) A management fee of 1% of the total amount raised under the Offer;

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

Mahe Capital

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Underwriter has agreed to underwrite the issue of 6,666,666 Shortfall Shares

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

(a) An underwriting fee of 5% of the Underwritten Amount; and (b) A placement fee of 5% of any Shortfall and other securities placed by the Underwriter beyond the Underwritten amount

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

The Underwriter may (in certain circumstances, including having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from their obligations under it on the occurrence of certain events. Refer to section 8.4 of the prospectus.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer?

No

Proposed issue of securities

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

Part 3F - Further Information

  • 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Refer to announcement made on 16 November 2020 for the use of cash raised by the proposed issue assuming full subscription under the Rights Issue.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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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

All countries other than Australia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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No

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.elsight.com

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)?

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Yes

Proposed issue of securities