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GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2024
Nov 26, 2024
65022_rns_2024-11-26_0e5e0d15-2f86-4936-a25f-a7d229c249eb.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Cancellation Summary
Entity name
GENETIC TECHNOLOGIES LIMITED
Announcement Type
Cancellation of previous announcement
Date of this announcement
27/11/2024
Reason for cancellation of previous announcement
All offers under the Entitlement Offer Prospectus dated 2 August 2024 are withdrawn, as announced to ASX on 26 November 2024.
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
GENETIC TECHNOLOGIES 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
ABN 17009212328
1.3 ASX issuer code
GTG
1.4 The announcement is
Cancellation of previous announcement
1.4c Reason for cancellation of previous announcement
All offers under the Entitlement Offer Prospectus dated 2 August 2024 are withdrawn, as announced to ASX on 26 November 2024.
1.4d Date of previous announcement to this cancellation
1/11/2024
1.5 Date of this announcement
27/11/2024
1.6 The Proposed issue is:
A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
- Non-renounceable
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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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
GTG : 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? Yes No
Details of +securities proposed to be issued
ASX +security code and description
GTG : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held
2 3
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Appendix 3B - Proposed issue of securities
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 99,944,831 whole number
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 0.04000
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
Eligible shareholders who subscribe for their full entitlement under the Rights Issue Offer will also be able to apply for Additional Securities that are not subscribed for by other eligible shareholders on the same terms under the Rights Issue Offer (Top Up Offer).
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
The Company reserves the right to scale back any applications for Additional Securities (not applications for part or all of the Entitlement) in their absolute and sole discretion where the aggregate of New Shares applied for under the Top-Up Offers exceeds the available shortfall from Shareholders who have not taken up, or are ineligible to take up, their Entitlement in full.
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 do not have +CDIs issued over them)
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Appendix 3B - Proposed issue of securities
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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)
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 No ASX +security code +Security description New class-code to be confirmed Option with an exercise price of $0.04
+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 1 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 96,944,831 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 0.04000
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
Eligible shareholders who subscribe for their full entitlement under the Rights Issue Offer will also be able to apply for Additional Securities that are not subscribed for by other eligible shareholders on the same terms under the Rights Issue Offer (Top Up Offer).
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
The Company reserves the right to scale back any applications for Additional Securities (not applications for part or all of the Entitlement) in their absolute and sole discretion where the aggregate of New Shares applied for under the Top-Up Offers exceeds the available shortfall from Shareholders who have not taken up, or are ineligible to take up, their Entitlement in full.
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
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Appendix 3B - Proposed issue of securities
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Options details
+Security currency
AUD - Australian Dollar
Exercise price Expiry date AUD 0.0400 10/9/2026
Details of the type of +security that will be issued if the option is exercised
GTG : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
96,944,831
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 3C - Timetable
3C.1 +Record date
7/8/2024
3C.2 Ex date
6/8/2024
3C.4 Record date
7/8/2024
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
12/8/2024
3C.6 Offer closing date
9/9/2024
3C.7 Last day to extend the offer closing date
4/9/2024
3C.9 Trading in new +securities commences on a deferred settlement basis
10/9/2024
3C.11 +Issue date and last day for entity to announce results of +pro rata issue
27/11/2024
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Appendix 3B - Proposed issue of securities
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3C.12 Date trading starts on a normal T+2 basis
28/11/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 2/12/2024 Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? 1, Peter Rubinstein 2. Lindsay Wakefield 3. George Muchnicki 4. Antanas Guoga 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 1, Peter Rubinstein (or entities associated with him) up to $150,000 2. Lindsay Wakefield (or entities associated with him) up to $50,000 3. George Muchnicki (or entities associated with him) up to $100,000 4. Antanas Guoga up to $200,000 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? NIL 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Not meeting minimum raise amount of $2 million 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? 1, Peter Rubinstein 2. Lindsay Wakefield 3. George Muchnicki 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)? 1. Peter Rubinstein (or entities associated with him) up to $150,000 2. Lindsay Wakefield (or entities associated with him) up to $50,000 3. George Muchnicki (or entities associated with him) up to $100,000 3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? NIL 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 Share registry, ASX and legal costs
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Appendix 3B - Proposed issue of securities
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Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Working capital, funding re-structure costs, retire debt and Offer costs. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 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 The Offer has been prepared to comply with the requirements of securities laws in Australia and New Zealand and is not available to security holders with a registered address outside Australia and New Zealand. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue
https://genetype.com/investor-centre/
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)? Yes
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 +disclosure document or +PDS for the +securities proposed to be issued
Appendix 3B - Proposed issue of securities
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