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FRONTIER DIGITAL VENTURES LIMITED — Capital/Financing Update 2020
Oct 7, 2020
64907_rns_2020-10-07_5859ecf5-e3ea-44cc-9f03-941ad0bd1a77.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
FRONTIER DIGITAL VENTURES LIMITED
Announcement Type
New announcement
Date of this announcement
Thursday October 8, 2020
The Proposed issue is:
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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 FDV ORDINARY FULLY PAID 29,286,324
Trading resumes on an ex-entitlement basis (ex date)
Monday October 12, 2020
+Record date
Monday October 12, 2020
Offer closing date for retail +security holders
Thursday October 29, 2020
Issue date for retail +security holders
Thursday November 5, 2020
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 FDV ORDINARY FULLY PAID 50,725,000 Proposed +issue date Friday October 16, 2020
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Refer to next page for full details of the announcement
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Part 1 - Entity and announcement details
1.1 Name of +Entity
FRONTIER DIGITAL VENTURES 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
ABN 25609183959
1.3 ASX issuer code
FDV
1.4 The announcement is
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New announcement
1.5 Date of this announcement
Thursday October 8, 2020
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 - 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
FDV : 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
FDV : 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
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The quantity of additional +securities For a given quantity of +securities to be issued held 1 9 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 29,286,324 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 1.25000
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 1.25000 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)?
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Yes
Describe the limits on over-subscription
None
Will a scale back be applied if the offer is over-subscribed?
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Yes
Describe the scale back arrangements
If eligible retail shareholders apply for more additional new shares than available in the entitlement offer, Frontier will scale back applications for additional new shares in its absolute discretion. Without limiting its discretion, Frontier may have regard to the pro rata entitlement of eligible retail shareholders who apply for additional new shares.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
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Yes
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Part 3D - Timetable
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3D.1a First day of trading halt
Thursday October 8, 2020
3D.1b Announcement date of accelerated offer
Thursday October 8, 2020
3D.2 Trading resumes on an ex-entitlement basis (ex date)
Monday October 12, 2020
3D.5 Date offer will be made to eligible institutional +security holders
Thursday October 8, 2020
3D.6 Application closing date for institutional +security holders
Friday October 9, 2020
3D.8 Announcement of results of institutional offer
(The announcement should be made before the resumption of trading following the trading halt)
Monday October 12, 2020
3D.9 +Record date
Monday October 12, 2020
3D.10a Settlement date of new +securities issued under institutional entitlement offer
Thursday October 15, 2020
3D.10b +Issue date for institutional +security holders
Friday October 16, 2020
3D.10c Normal trading of new +securities issued under institutional entitlement offer
Friday October 16, 2020
3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue
Thursday October 15, 2020
3D.12 Offer closing date for retail +security holders
Thursday October 29, 2020
3D.13 Last day to extend retail offer close date
Monday October 26, 2020
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3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders.
Tuesday November 3, 2020
3D.19 +Issue date for retail +security holders
Thursday November 5, 2020
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 Securities Limited and Morgans Corporate Limited are acting as joint lead managers to the entitlement offer (Joint Lead Managers).
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Frontier has agreed to pay 3.0% of the proceeds of the institutional component of the entitlement offer and any shortfall placement relating to the retail component of the entitlement offer to the Joint Lead Managers as a management fee.
3E.2 Is the proposed offer to be underwritten? No
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
Fees and costs incurred by Frontier in connection with the entitlement offer include share registry fees, settlement fees and legal and other external adviser fees and printing and mailing costs.
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
To pay for the acquisition of an asset. Please refer Frontier's ASX announcement and investor presentation to ASX on 8 October 2020.
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
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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
For the institutional entitlement offer all countries except for Australia, New Zealand, Hong Kong, Singapore, United Kingdom and United States. For the retail entitlement offer all countries except Australia & New Zealand.
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 Frontier intends to issue a notice to eligible nominees and custodians which will be emailed to those parties on or around 15 October 2020.
3F.6 URL on the entity's website where investors can download information about the proposed issue https://frontierdv.com/
3F.7 Any other information the entity wishes to provide about the proposed issue
Not applicable
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
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 - Are any of the following approvals required for the placement or other type of issue? +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 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? No
Details of +securities proposed to be issued
ASX +security code and description
FDV : ORDINARY FULLY PAID
Number of +securities proposed to be issued
50,725,000
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 1.25000
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
Friday October 16, 2020
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?
31,882,025
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)? Yes
7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?
18,842,975
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 Securities Limited and Morgans Corporate Limited are acting as lead managers to the entitlement offer (Lead Manager).
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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Frontier has agreed to pay 3.0% of the proceeds of the placement to the Joint Lead Managers as a management fee.
7E.2 Is the proposed issue to be underwritten?
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No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Fees and costs incurred by Frontier in connection with the entitlement offer include share registry fees, settlement fees and legal and other external adviser fees and printing and mailing costs.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
To pay for the acquisition of an asset. Please refer to Frontier's ASX announcement and investor presentation to ASX on 8 October 2020.
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
Not applicable.
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