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ICETANA LIMITED — Capital/Financing Update 2021
Dec 7, 2021
65093_rns_2021-12-07_389cc22f-edd9-4e35-9db9-b00964165f3a.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
ICETANA LIMITED
Announcement Type
New announcement
Date of this announcement
8/12/2021
The Proposed issue is:
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A placement or other type of issue
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 |
| New class-code to be | Unquoted option, Ex $0.15 each, expiring 24 months after | 16,875,000 |
| confirmed | the date of issue | |
| New class-code to be | Unquoted option, Ex $0.15 each, expiring 24 months after | 5,000,000 |
| confirmed | the date of issue | |
| ICE | ORDINARY FULLY PAID | 33,750,000 |
Proposed +issue date
14/12/2021
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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Part 1 - Entity and announcement details
1.1 Name of +Entity
ICETANA 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
ABN
Registration Number
90140449725
1.3 ASX issuer code
ICE
1.4 The announcement is
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New announcement
1.5 Date of this announcement
8/12/2021
1.6 The Proposed issue is:
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A placement or other type of issue
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Proposed issue of securities
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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 31/1/2022 Estimated No
Comments
(1) The Company will seek shareholder approval to issue up to 16,875,000 unquoted options to subscribers under the Placement on the basis of 1 attaching option for every two shares issued under the Placement. The Options will be unquoted options with an exercise price of 15 cents each and an expiry date 24 months after the date of issue. (2) The Company will seek shareholder approval to issue up to 5,000,000 unquoted options with an exercise price of 15 cents each with an expiry date 24 months after the date of issue to Sequoia Corporate Finance Pty Ltd as partial consideration for lead manager services provided to the Company.
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
ICE : ORDINARY FULLY PAID
Number of +securities proposed to be issued
33,750,000
Offer price details
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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 0.08000
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)?
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)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unquoted option, Ex $0.15 each, expiring 24 months after the date of issue
+Security type
Options
Number of +securities proposed to be issued
16,875,000
Offer price details
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| Are the +securities proposed to be issued being issued for a cash consideration? | Are the +securities proposed to be issued being issued for a cash consideration? | Are the +securities proposed to be issued being issued for a cash consideration? |
|---|---|---|
| No | ||
| Please describe the consideration being provided for the +securities | ||
| 16,875,000 Options will be issued (subject to shareholder approval) as attaching options under the Placement on a 1 | ||
| option : 2 shares basis | ||
| Please provide an estimate of the AUD equivalent of the consideration being | ||
| provided for the +securities | ||
| Will all the +securities issued in this class rank equally in all respects from | ||
| their issue date? | ||
| Yes | ||
| Options details | ||
| +Security currency | Exercise price | Expiry date |
| AUD - Australian Dollar | AUD 0.1500 | 31/1/2024 |
| Details of the type of +security that will be issued if the option is exercised | ||
| ICE : ORDINARY FULLY PAID | ||
| Number of securities that will be issued if the option is exercised | ||
| 1 | ||
| 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. | ||
| 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)? | ||
| New class | ||
| Details of +securities proposed to be issued | ||
| ISIN Code (if Issuer is a foreign company and +securities are non CDIs) | ||
| Have you received confirmation from | Will the entity be seeking quotation | |
| ASX that the terms of the proposed | of the 'new' class of +securities on |
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+securities are appropriate and ASX?
equitable under listing rule 6.1? No
No
ASX +security code +Security description
New class-code to be confirmed Unquoted option, Ex $0.15 each, expiring 24 months after the date of issue
+Security type
Options
Number of +securities proposed to be issued
5,000,000
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
The 5 million options are being issued to Sequoia Corporate Finance Pty Ltd as partial consideration for the lead manager
services provided to the Company.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.1500 31/1/2024
Details of the type of +security that will be issued if the option is exercised
ICE : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1
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.
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Part 7C - Timetable
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7C.1 Proposed +issue date
14/12/2021 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? The Company will issue 20,556,014 Shares using its 15% placement capacity under Listing Rule 7.1 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? The Company will issue 13,193,986 Shares using its 10% capacity under Listing Rule 7.1A
7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate The Company undertook a placement rather than a pro-rata issue as it was considered the most efficient, expedient and cost-effective means of undertaking a capital raising in light of apparent investor support. The placement did not expose the Company to volatility and risks that may have been experienced over a more protracted raising process such as a pro-rata issue.
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
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7E.1a Who is the lead manager/broker?
Sequoia Corporate Finance Pty Ltd
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Sequoia is entitled to approximately 6% of the gross proceeds of the Placement. The Company will seek approval to issued up to 5,000,000 unquoted options with an exercise price of $0.15 each and an expiry date 24 months after the date of issue to Sequoia Corporate Finance Pty Ltd as partial consideration for the lead manager services provided to the Company.
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 N/A
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Proceeds will be used to support expanded sales activities as well as development of targeted marketing collateral for the guarding services segment and for new product enhancements.
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
N/A
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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