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EPX LIMITED — Capital/Financing Update 2024
Jan 31, 2024
64865_rns_2024-01-31_c34155d7-45f2-490e-b3ef-aaedfc278b88.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
EP&T GLOBAL LIMITED
Announcement Type
New announcement
Date of this announcement
1/2/2024
The Proposed issue is: An accelerated offer A placement or other type of issue
Total number of +securities proposed to be issued for an accelerated offer
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| EPX | ORDINARY FULLY PAID | 74,943,481 |
Trading resumes on an ex-entitlement basis (ex date) 5/2/2024
+Record date
5/2/2024
Offer closing date for retail +security holders
19/2/2024
Issue date for retail +security holders
26/2/2024
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| EPX | ORDINARY FULLY PAID | 40,000,000 |
Proposed +issue date
12/2/2024
Refer to next page for full details of the announcement
Proposed issue of securities
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Proposed issue of securities
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Proposed issue of securities
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Proposed issue of securities
Part 1 - Entity and announcement details
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1.1 Name of +Entity
EP&T GLOBAL 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 Registration Number ACN 645144314
1.3 ASX issuer code
EPX
1.4 The announcement is
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New announcement
1.5 Date of this announcement
1/2/2024
1.6 The Proposed issue is:
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An accelerated offer A placement or other type of issue
1.6b The proposed accelerated offer is
Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)
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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
EPX : 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? No No
Details of +securities proposed to be issued
ASX +security code and description
EPX : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
Has the offer ratio been determined? Yes
The quantity of additional +securities For a given quantity of +securities
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Proposed issue of securities
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to be issued held 100 595
What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 74,943,481 whole number
Offer price details for retail security holders
Has the offer price for the retail offer been determined? Yes
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.02000
Offer price details for institutional security holders
Has the offer price for the institutional offer been determined? Yes
In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.02000
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
No limit on individual shareholder applications for over-subscriptions
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
Pro rata or other method as described in the allocation policy in the Retail Offer Booklet
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Part 3D - Timetable
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3D.1a First day of trading halt
1/2/2024
3D.1b Announcement date of accelerated offer
1/2/2024
3D.2 Trading resumes on an ex-entitlement basis (ex date)
5/2/2024
3D.5 Date offer will be made to eligible institutional +security holders
1/2/2024
3D.6 Application closing date for institutional +security holders
2/2/2024
3D.8 Announcement of results of institutional offer
(The announcement should be made before the resumption of trading following the trading halt) 5/2/2024
3D.9 +Record date
5/2/2024
3D.10a Settlement date of new +securities issued under institutional entitlement offer
9/2/2024
3D.10b +Issue date for institutional +security holders
12/2/2024
3D.10c Normal trading of new +securities issued under institutional entitlement offer
13/2/2024
3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 8/2/2024
3D.12 Offer closing date for retail +security holders
19/2/2024
3D.13 Last day to extend retail offer close date
14/2/2024
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3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer
26/2/2024
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? Yes
3E.1a Who is the lead manager/broker?
Bell Potter
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
5% of proceeds 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Silver Island BV (a company controlled by director Victor van Bommel) Pimento Investments Pty Limited (a company controlled by director John Balassis)
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
Silver Island BV up to 6,818,162 shares in the retail entitlement offer Pimento Investments Pty Limited - up to 1,584,034 shares in the retail entitlement offer
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Nill
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated No termination events apply unless the Company withdraws the offer 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? Silver Island BV (a company controlled by director Victor van Bommel) Pimento Investments Pty Limited (a company controlled by director John Balassis) 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)? See above 3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? No fees 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
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3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Legal registry and advisory fees usual to the transaction of this nature
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
The funds raised under the Offer will be applied toward revenue growth, including the installation of revenue generating near term opportunities and implementing the sales growth strategy. A small portion of the funds will provide working capital support.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?
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Yes
3F.2a Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements.
Such holdings are aggregated for determining entitlement
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
Hong Kong, Singapore
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
Same terms as above.
3F.6 URL on the entity's website where investors can download information about the proposed issue
www.eptglobal.com
3F.7 Any other information the entity wishes to provide about the proposed issue
No
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)? 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)
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class
Details of +securities proposed to be issued
ASX +security code and description EPX : ORDINARY FULLY PAID Number of +securities proposed to be issued 40,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.02000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Part 7C - Timetable
7C.1 Proposed +issue date
12/2/2024
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
40,000,000 Shares
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Bell Potter
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
5% of proceeds
7E.2 Is the proposed issue to be underwritten?
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No
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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Legal registry and advisory fees usual to the transaction of this nature
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
The funds raised under the Offer will be applied toward revenue growth, including the installation of revenue generating near term opportunities and implementing the sales growth strategy. A small portion of the funds will provide working capital support.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
7F.2 Any other information the entity wishes to provide about the proposed issue
NA
7F.3 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)
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