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