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FINDI LIMITED — Capital/Financing Update 2021
Dec 19, 2021
64934_rns_2021-12-19_9f786fb0-3d0e-426c-9470-dbf995d2d237.pdf
Capital/Financing Update
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Proposed issue of securities
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Update Summary
Entity name
VORTIV LIMITED
Announcement Type
Update to previous announcement
Date of this announcement
20/12/2021
Reason for update to a previous announcement
Note following details of proposed placement to directors on the same terms as the entitlement offer and subject to shareholder approval at EGM on 18 Jan 22.
Maximum number of securities to be issued, being Ordinary Shares and Attaching Options, will be 33,333,333. The Attaching Options description will be Class A December 2021 Options (no change).
Quotation on ASX will be sought for the Class A December 2021 Options, as is the case with the same attaching options to the entitlement offer.
Refer to next page for full details of the announcement
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Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
VORTIV 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 057335672
1.3 ASX issuer code
VOR
1.4 The announcement is
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Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Note following details of proposed placement to directors on the same terms as the entitlement offer and subject to shareholder approval at EGM on 18 Jan 22.
Maximum number of securities to be issued, being Ordinary Shares and Attaching Options, will be 33,333,333. The Attaching Options description will be Class A December 2021 Options (no change).
Quotation on ASX will be sought for the Class A December 2021 Options, as is the case with the same attaching options to the entitlement offer.
1.4b Date of previous announcement to this update
8/12/2021
1.5 Date of this announcement
20/12/2021
1.6 The Proposed issue is:
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A placement or other type of issue
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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? Yes
7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 18/1/2022 Actual No
Comments
Notice of EGM to be held on 18 January 2022 released on 17 December 2021.
Part 7B - Issue details
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
Details of +securities proposed to be issued
ASX +security code and description
VOR : ORDINARY FULLY PAID
Number of +securities proposed to be issued
16,666,666
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes
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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.03000
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)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes
ASX +security code +Security description New class-code to be confirmed Class A December 2021 options +Security type Options
Number of +securities proposed to be issued
16,666,666
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
attaching options to shares on same terms as entitlement offer.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
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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 Expiry date AUD 0.0450 17/1/2024 Details of the type of +security that will be issued if the option is exercised VOR : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
one ordinary share for each option.
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.
Part 7C - Timetable
7C.1 Proposed +issue date
24/1/2022
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? No
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?
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Yes
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? No
7E.2 Is the proposed issue to be underwritten? No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
to allow directors to participate in the capital raise in a meaningful way since they hold very few entitlements for the rights issue entitlement offer.
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
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 +disclosure document or +PDS for the +securities proposed to be issued
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