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KELSIAN GROUP LIMITED — Capital/Financing Update 2019
Oct 7, 2019
65187_rns_2019-10-07_5c0c8889-81c7-46e9-8ef8-52c98fad1ef5.pdf
Capital/Financing Update
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Rule 2.7, 3.20.3, 3.10.4, 3.jo. 5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
SeaLink Travel Group Limited (Company)
ABN
49 109 078 257
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets ifthere is not enough space).
| 1 | +Class of Securities issued or to be issued |
the Fully paid ordinary shares Company in New (each a Share) |
|---|---|---|
| 2 | Securities Number of issued or to (if issued known) or be maximum number which may be issued |
pursuant 18,642,724 New Shares to the terms of the underwritten Placement as announced to the Company on by ASX 8 October Tuesday, 2019. |
| Approximately New Shares 25,357,276 pursuant to the underwritten for 4 1 entitlement accelerated non-renounceable announced the offer as to Company ASX by on 8 October Tuesday, 2019. |
||
| of split The New Shares between the institutional component of the entitlement (Institutional Entitlement offer Offer) of and the component the entitlement retail Entitlement (Retail Offer) is subject offer the determination of the to Company and holding reconciliation and rounding. |
| if options, exercise price (e.g. if and expiry date; partly paid Securities, the amount outstanding and due dates for if +convertible payment; securities, the conversion price and dates for conversion) |
shares. | |
|---|---|---|
| 4 | Do the Securities rank equally the in all respects from +issue date with an existing +class of quoted Securities? |
|
| If the additional Securities do not rank equally, please state: the date from which they do • the extent to which they • the participate for next (in the of dividend, case a trust, distribution) or interest payment the extent to which they do • not rank equally, other than the in relation to next distribution dividend, or interest payment |
||
| 5 | Issue price or consideration | of per each the New Share (for A\$3.5o Institutional Entitlement and the Offer Entitlement (together Offer the Retail Entitlement and the Offer) Placement)) |
| 6 | Purpose ofthe issue (If issued consideration as for the acquisition of assets, clearly identify those assets) |
of partially fund the acquisition the To Transit announced Systems Group, as to ASX by the Company on Tuesday, 8 October 2019. |
The New Shares are fully paid ordinary
3 Principal terms ofthe Securities
+ See chapter 19 for defined terms.
6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
IfYes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 36, and comply with section 6i
- 6b The date the security holder resolution under rule 7.1A was passed
- 6c Number of +securities issued without security holder approval under rule 7.1
- 6d Number of Securities issued with security holder approval under rule 7.1A
- 6e Number of Securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
- 6f Number of Securities issued under an exception in rule 7.2 Not Applicable
- 6g If Securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
- 6h If Securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
- 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
7 Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 ofAppendix 3B.
The proposed allotment date for the New Shares under the Placement and Institutional Entitlement Offer will be Friday, 18 October 2019.
The proposed allotment date for the New Shares under the Retail Entitlement Offer will be Wednesday, 6 November 2019.
- 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
- 9 Number and +class of all Securities not quoted on ASX (including the Securities in section 2 if applicable)
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
| Number | +Class |
|---|---|
| 145,429,103 | ordinary paid Fully shares |
| Number | +Class |
|---|---|
| 100,000 | Options with a zero exercise price |
| 190,000 | Performance rights with zero exercise a price |
Same as existing ordinary shares
Part 2 - Pro rata issue
| 11 | holder security approval Is required? |
No |
|---|---|---|
| 12 | Is the issue renounceable or non renounceable? |
Non-renounceable |
| 13 | Securities in which the Ratio will be offered |
Share each 4 existing shares held 1 New for the at record date as |
| 14 | Securities +Class of to which the offer relates |
Fully paid ordinary shares |
+ See chapter 19 for defined terms.
| *5 | date to determine +Record entitlements |
7:00pm (Sydney time) on Thursday, 10 October 2019 |
|---|---|---|
| 16 | holdings on different Will registers (or subregisters) be aggregated for calculating entitlements? |
No |
| 17 | Policy for deciding entitlements in relation to fractions |
Rounded up the nearest number. to whole |
| 18 | Names of countries in which the entity has security holders who not sent be new will offer documents Note: Security holders must be told how their entitlements are to be dealt with. |
the Entitlement For Retail Offer, all countries except and for Australia New Zealand. the Institutional Entitlement and For Offer the Placement, to the investor refer |
| Cross reference: rule 7.7. | presentation.________ | |
| 19 | of Closing date for receipt acceptances or renunciations |
of date acceptance the The closing for New under the Institutional Shares offered Entitlement and Placement Offer will be October Tuesday, 8 2019. |
| of date acceptance the The closing for New under the Entitlement Shares offered Retail 29 October Offer will Tuesday, be 2019. |
||
| 20 | Names of any underwriters |
Macquarie Capital (Australia) Limited (ACN 123 199 548) Minnett Ord Limited (ACN 002 733 048) Taylor (ACN 008 Collison Limited 172 430) |
| 21 | Amount of any underwriting fee or commission |
A management fee of of the sum of 0.6% of the proceeds the Institutional and Entitlement the Placement, and Offer fee of underwriting 2.4% of the an proceeds of the Institutional Entitlement and Offer the Placement. |
| A management fee of of the sum of 0.6% the of the proceeds Entitlement Retail undewriting fee of and an 2.4% of Offer, of the proceeds the Entitlement Retail Offer. |
||
| additional discretionary fee of An incentive 0.5% of of the the sum Entitlement Offer and the Placement may also be payable. |
| 22 | of Names any brokers to the issue |
|
|---|---|---|
| 23 | Fee or commission payable to the broker to the issue |
Not applicable |
| 24 | of Amount handling any fee to brokers who payable lodge acceptances or renunciations on behalfofsecurity holders |
|
| 25 | If the contingent issue on is holders' security approval, the date ofthe meeting |
|
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled |
entitlement and and A Retail Offer Booklet acceptance respect of the form in Retail Entitlement sent Offer to will be eligible retail shareholders on 15 October Tuesday, 2019. prospectus Product or Disclosure No statement produced.__ will be |
| 27 | If the entity has issued options, the terms entitle option and to participate holders on the exercise, date on which to notices sent option will be holders |
|
| 28 | Date rights trading will begin (if applicable) |
Not applicable |
| 29 | Date rights trading will end (if applicable) |
|
| 30 | do security holders How sell in full their entitlements through a broker? |
|
| 31 | How do security holders sell part of their entitlements through a broker and the accept for balance? |
|
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? |
+ See chapter 19 for defined terms.
33 Issue date The proposed allotment date for the New Shares under the Placement and Institutional Entitlement Offer will be Friday, 18 October 2019.
The proposed allotment date for the New Shares under the Retail Entitlement Offer will be Wednesday, 6 November 2019._____
Part 3 - Quotation of securities
You need only complete this section ifyou are applyingfor quotation ofsecurities
- 34 Type of+securities (tick one)
- (a) Securities described in Part 1
(b) | j All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class ofsecurities
Tick to indicate you are providing the information or documents
- 35 If the ""securities are "equity securities, the names ofthe 20 largest holders ofthe additional ''securities, and the number and percentage of additional Securities held by those holders
- 36 I I If the "securities are "equity securities, a distribution schedule of the additional '---- ' Securities setting out the number of holders in the categories 1 -1,000 1,001 - 5,000 5,001 -10,000 10,001 -100,000 100,001 and over
37 A copy of any trust deed for the additional Securities
Entities that have ticked box 34(b)
- 38 Number of Securities for which Quotation is sought
- 39 +Class of Securities for which quotation is sought
- 40 Do the Securities rank equally in all respects from the +issue date with an existing +class of quoted Securities?
Ifthe additional Securities do not rank equally, please state:
- the date from which they do
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
- 41 Reason for request for quotation now
Example: In the case of restricted securities, end ofrestriction period
(if issued upon conversion of another Security, clearly identify that other Security)
42 Number and +class of all Securities quoted on ASX (including the Securities in clause 38)
| Number | +Class | |
|---|---|---|
| and the state of the state of the | w | |||
|---|---|---|---|---|

+ See chapter 19 for defined terms.
Quotation agreement
- 1 +Quotation of our additional Securities is in ASX's absolute discretion. ASX may quote the Securities on any conditions it decides.
- 2 We warrant the following to ASX.
- The issue of the Securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those Securities should not be granted ■"quotation.
- An offer of the Securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section ioi2C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any Securities to be quoted and that no-one has any right to return any Securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the Securities be quoted.
- If we are a trust, we warrant that no person has the right to return the ■"securities to be quoted under section 1019B ofthe Corporations Act at the time that we request that the Securities be quoted.
- 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before ■"quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Date: .A.AsAAS4' 9
Sign here:
(
Print name: . JOANNE HELEN MCDONALD
+ See chapter 19 for defined terms.
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1 A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
| -Issues of Rule exceeding capital 15% 7.1 "A", placement Step 1: Calculate the base figure from which the calculated capacity is |
||
|---|---|---|
| Add the following: | ||
| Number of fully paid +ordinary securities • issued in that 12 month period under an exception in rule 7.2 |
200,000 (29 November 2018) | |
| Number of fully paid +ordinary securities • issued in that 12 month period with shareholder approval Number of partly paid +ordinary • securities that became fully paid in that 12 month period |
25,357,276 (New Shares to be issued under the Entitlement Offer, which are permitted to be included in the calculation of "A" for the purpose of determining the number of New Shares that may be issued under the Placement, pursuant to a waiver from ASX dated 24 September 2019) |
|
| Note: Include only ordinary securities here - • other classes of equity securities cannot be added Include here (ifapplicable) the securities • the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of • securities on different dates as separate line items |
||
| Subtract the number of fully paid +ordinary securities cancelled during that 12 month period |
0 | |
| "A" | 126,786,379 |
+ See chapter 19 for defined terms.
| "B" | 0.15 | |
|---|---|---|
| [Note: this value cannot be changed] | ||
| Multiply "A" by 0.15 | 19,017,957 | |
| "C", amount Step Calculate the 3: that already been has used 7.1 |
ofplacement capacity under rule |
|
| Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 • |
18,642,724 | |
| Under rule 7.1A • |
||
| With security holder approval under rule • 7.1 or rule 7.4 |
||
| Note: | ||
| This applies to equity securities, unless • specifically excluded - notjust ordinary securities |
||
| Include here (if applicable) the securities • the subject of the Appendix 3B to which this form is annexed |
||
| It may be useful to set out issues of • securities on different dates as separate line items |
||
| "C" | 18,642,724 | |
| ["A"x "C" from Step 4: Subtract placement capacity under rule 7.1 |
"B"] calculate remaining to |
|
| "A" x 0.15 | 19,017,957 | |
| Note: number must be same as shown in Step 2 |
||
| Subtract "C" | 18,642,724 | |
| Note: number must be same as shown in Step 3 |
||
| Total ["A" x 0.15] -"C | 374,233 | |
| " |
+ See chapter 19 for defined terms.
Part 2
| figure which placement from the |
|---|
| 0.10 |
| Note: this value cannot be changed |
| amount |
+ See chapter 19 for defined terms.
| "D"] ["A"x "E" Step Subtract from calculate remaining 4: to placement capacity under 7.1A rule |
|
|---|---|
| "A" x 0.10 |
|
| Note: number must be same as shown in Step 2 |
|
| Subtract "E" | |
| Note: number must be same as shown in Step 3 |
|
| Total ["A" x 0.10] -"E" | |
| Note: this is the remaining placement capacity under rule 7.1A |
+ See chapter 19 for defined terms.