JAYRIDE GROUP LIMITED — Capital/Financing Update 2023

Sep 27, 2023

Proposed issue of securities

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Announcement Summary

Entity name

JAYRIDE GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

28/9/2023

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
JAY	ORDINARY FULLY PAID	33,939,634

Ex date

3/10/2023

+Record date

4/10/2023

Offer closing date

23/10/2023

Issue date

30/10/2023

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
JAY	ORDINARY FULLY PAID	6,153,847

Proposed +issue date

5/10/2023

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

JAYRIDE GROUP 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

ACN

Registration Number

155285528

1.3 ASX issuer code

JAY

1.4 The announcement is

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New announcement

1.5 Date of this announcement

28/9/2023

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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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

JAY : 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 JAY : 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 a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

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

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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 33,939,634 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 0.06500

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

The Company reserves its rights to determine the allocation of any over-subscriptions in its sole discretion, having regard to the terms of the Offer Booklet to be released in due course.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

The Company reserves its rights to determine the allocation of any over-subscriptions in its sole discretion, having regard to the terms of the Offer Booklet to be released in due course.

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

Part 3C - Timetable

3C.1 +Record date

4/10/2023

3C.2 Ex date

3/10/2023

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3C.4 Record date

4/10/2023

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

9/10/2023

3C.6 Offer closing date

23/10/2023

3C.7 Last day to extend the offer closing date

18/10/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

24/10/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

30/10/2023

3C.12 Date trading starts on a normal T+2 basis

31/10/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

2/11/2023

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?

Veritas Securities acted as Lead Manager to the Offer.

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Veritas is entitled to a fee of 4% on all funds raised.

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

The underwriters include Thorney Technologies Ltd, Tiga Trading Pty Ltd and Jasforce Pty Ltd (together, Thorney), Jonathan Beare, and the participant in the concurrent Placement being announced today.

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

In aggregate, the Underwriters are underwriting $402,946.64 of the Offer above their commitment to take up their full entitlement allocations (where they are eligible shareholders) which is expected to total $567,770.13.

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In addition to these amounts, although not Underwriters, directors Rod Cuthbert and Rod Bishop have committed to take up thier full entitlements totaling $125,936.20 on which no fee will be paid to them.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Underwriters are being paid 2% on their committed and underwritten funds.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

The Company will provide further disclosure as to the underwriting arrangements in a Cleansing Notice to be lodged with ASX contemporaneously.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 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 None.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Additional working capital.

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

Subject to the comment below at 3F.7 jurisdictions which may be ineligible includes China, Germany, Hong Kong, Indonesia, Norway, Singapore, United Kingdom, United States of America.

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

The Entitlement Offer is being made to all Eligible Shareholders. Nominees with registered addresses in the eligible jurisdictions, may participate in the Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Shareholder.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://www.jayride.com/investors/

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3F.7 Any other information the entity wishes to provide about the proposed issue

In re 3F.4 The Company expects to make the offer to security holders with a registered address in Australia, New Zealand, Israel and any other jurisdictions where the Company is satisfied that the Entitlement Offer may be made to holders in compliance with applicable laws and without undue cost, expense, or regulation.

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 JAY : ORDINARY FULLY PAID Number of +securities proposed to be issued 6,153,847 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 0.06500

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

5/10/2023

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?

6153847

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?

Veritas Securities has acted as lead manager.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Veritas is entitled to a fee not exceeding 6% on funds raised.

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

None.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Additional working capital.

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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