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METGASCO LTD — Capital/Financing Update 2021
Jul 13, 2021
65313_rns_2021-07-13_1f55eb53-6fcc-4d5e-ae28-56af418016a9.pdf
Capital/Financing Update
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ASX / MEDIA RELEASE
ASX Code: MEL
14 July 2021
Dispatch of Entitlement Offer Booklet
Metgasco Ltd (ASX:MEL) ( Metgasco or the Company ) confirms that the Entitlement Offer Booklet and personalised entitlement and acceptance form for the one (1) for three (3) fully underwritten, nonrenounceable entitlement offer, as announced to the ASX on the 6[th] of July 2021, was dispatched to Eligible Shareholders today.
The Offer will raise approximately $4.58 million (before costs) and provides all shareholders of the Company with an opportunity to increase their holding in Metgasco on favourable terms, without incurring brokerage or other costs. You may take up all, some, or none of your entitlement, and you may also apply for additional shares above your entitlement (which will, if applicable, be allocated at the discretion of the Board). The Offer is non-renounceable, which means that if you do not take up your entitlement, you will not receive any other value in relation to it.
The Company would like to thank its Lead Manager, Blue Ocean Equities, and participating broker Peak Asset Management for their professionalism and assistance in arranging underwriting of the offer.
A separate offer of one (1) new option for every three (3) shares subscribed for under the Entitlement Offer, is being made. These options shall have a strike price of 3.1c and will expire December 31[st] , 2022. The Company intends to seek ASX quotation of the new options issued, as noted in the appended updated appendix 3B notice. The issuance of these options is being made within the Company’s available issuance capacity and will not be subject to shareholder approval.
Metgasco would like to thank shareholders for the substantial interest expressed in relation to the Offer.
This ASX announcement was approved and authorised for release by the Board.
Contact and further information:
Metgasco welcomes shareholder communication and invites all interested shareholders to make contact at any time.
ENDS
For further information contact:
Philip Amery Metgasco Ltd ACN 088 196 383 Chair Level 2, 30 Richardson Street, West Perth, WA 6005 + 61 402 091 180 Tel:+61 8 6245 0060 [email protected] [email protected] www.metgasco.com.au https://www.linkedin.com/company/metgasco-ltd.
Ken Aitken CEO +61 8 6245 0062 [email protected]
Entitlement Offer
METGASCO LTD ACN 088 196 383
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Metgasco Ltd (Company) ACN 088 196 383
ENTITLEMENT OFFER BOOKLET
In relation to the following offer:
A fully underwritten non-renounceable pro rata entitlement offer to Eligible Shareholders (being a shareholder registered at 7:00pm (AEST) on 9 July 2021 with a registered address in Australia or New Zealand) of Metgasco (subject to certain conditions), with an opportunity to acquire 1 New Share for every 3 Existing Shares held as at the Record Date at an offer price of $0.025 per New Share (Offer Price) to raise up to approximately $4.58 million without incurring brokerage or other costs.
This Entitlement Offer opens on Wednesday, 14 July 2021 and closes at 5.00pm (AEST) on Wednesday, 28 July 2021 , unless extended.
If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this Offer Booklet, you have any questions about the securities being offered under this Offer Booklet, you should contact your stockbroker, accountant or other professional adviser.
An investment in securities offered under this Offer Booklet should be considered as speculative. The general advice provided in this Offer Booklet has been prepared without taking into account the specific personal circumstances of investors.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
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14 July 2021
Dear fellow Metgasco Shareholder,
Metgasco Ltd Entitlement Offer (Offer)
On behalf of the Board, I am pleased to invite you to participate in an entitlement offer ( Offer ) for fully paid ordinary shares ( Shares ) in Metgasco Ltd ACN 088 196 383 ( Metgasco , or the Company ).
Offer summary:
A fully underwritten non-renounceable pro rata entitlement offer to Eligible Shareholders (being a shareholder registered at 7:00pm (AEST) on 9 July 2021 with a registered address in Australia or New Zealand) of Metgasco (subject to certain conditions), with an opportunity to acquire 1 New Share for every 3 Existing Shares held as at the Record Date at an offer price of $0.025 per New Share ( Offer Price ) to raise up to approximately $4.58 million without incurring brokerage or other costs.
Pricing:
The New Shares are offered at an Offer Price of $0.025, which represents a discount of approximately 10.7% discount to the volume-weighted average price of Shares traded on the ASX over the 5 trading days up to, and including, 1 July 2021, which was the last day of trading of Shares on the ASX prior to Metgasco's announcement of the Offer.
Use of proceeds:
| Use of Funds | Amount |
|---|---|
| Appraisal, Well Completion, Well Testing, Geophysics and Commercialisation activities in relation to the Company's Cooper Basin portfolio |
$2.36M |
| Pipeline and Service Infrastructure in relation to commercialisation of the Company's Cooper Basin portfolio, subject to Joint Venture FID |
$0.62M |
| Pre-drill preparation, Civil works and Rig contracting at Cervantes | $0.83M |
| New business appraisal and evaluation, and for general working capital | $0.55M |
| Legal, Underwriting and Capital Raising costs of the offer (best estimate)1,2 | $0.22M |
1 Lead Manager Underwriting fees pursuant to the offer are three (3) percent ($137,412). Pursuant to the Underwriting Agreement and Lead Manager Mandate, a further three (3) percent fee will be paid to the Lead Manager (up to a maximum of $137,412, assuming 100% shortfall) on shortfall shares placed in relation to any shortfall under the Entitlement offer. Legal fees of $15,000 have been estimated in relation to the Entitlement offer and related Underwriting documentation.
2 Application of funds raised pursuant to the Entitlement offer are best estimates only and may necessarily vary subject to operation developments.
Attaching right to apply for options:
As indicated in the Company’s 6 July 2021 announcement of the Offer, Eligible Shareholders who participate in the Offer will, in a later offer, be offered the opportunity to apply for one attaching option for every three Shares issued to them under the Offer, exercisable at $0.031 per option and expiring 31 December 2022 (Attaching Options), for nil consideration.
The offer of the Attaching Options to Eligible Shareholders will be made separately to this Offer under a prospectus (Prospectus) that will be made available when the offer for the Attaching Options is made. A copy
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Entitlement Offer
METGASCO LTD ACN 088 196 383
of the Prospectus will be made available online and sent via email or post (as applicable) to Eligible Shareholders who have participated in the Offer. Any Eligible Shareholder who participates in the Offer and wishes to apply for Attaching Options will need to complete the application form that will be in or will accompany the Prospectus. For the avoidance of doubt, issuance of the Attaching Options will not be subject to Shareholder approval and will be issued within the Company’s new issues capacity.
Timing considerations:
The Offer will be undertaken in accordance with the below timetable. However, Metgasco reserves the right to vary the dates and times set out below subject to the Corporations Act and other applicable laws.
| Event | Date |
|---|---|
| Announcement of Offer | Tuesday 6 July 2021 |
| Record Date for Offer | Friday 9 July 2021 |
| Offer opens | Wednesday 14 July 2021 |
| Offer closes at 5pm (AEST) | Wednesday 28 July 2021 |
| Results announced | Monday 2 August 2021 |
| Allotment of New Shares andquotation of New Shares sought | Wednesday4 August 2021 |
If you wish to take up all or part of your Entitlement, or you wish to apply for Additional Shares, you can do either of the following:
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(a) pay via BPAY® online https://events.miraqle.com/ MEL-offer
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(b) pay via Electronic Funds Transfer (EFT) (available for New Zealand registered holders only) and return your enclosed Acceptance Form in accordance with the details on the Acceptance Form, together with your payment receipt to [email protected]
Further information:
In accordance with the enclosed terms and conditions, the Offer is non-renounceable and Shares in Metgasco may be issued under the Offer only to the 'Eligible Shareholder' to whom they are offered. Further details in relation to the Offer are set out in the accompanying documentation. In deciding whether to participate in the Offer, you should seek your own independent financial, legal and taxation advice in respect of the Offer. No cooling off regime applies to the acquisition of ordinary shares in Metgasco under the Offer.
On behalf of the Board, I thank you for your continued support of Metgasco and I invite you to consider participating in the Offer.
Yours faithfully,
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Philip Amery Chair Metgasco Ltd
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Entitlement Offer
METGASCO LTD ACN 088 196 383
Important notices
The Entitlement Offer made pursuant to this Offer Booklet is for a rights issue of continuously quoted securities (as defined in the Corporations) of the Company. The Company is offering the securities under this Offer Booklet pursuant to section 708AA of the Corporations Act, as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84. Accordingly, this Offer Booklet is not a disclosure document for the purposes of chapter 6D of the Corporations Act (and has not been, and will not be, lodged with ASIC) and does not contain all information which an investor may require to make an informed investment decision. Accordingly, the level of disclosure contained in this Offer Booklet is significantly less than that required under a prospectus and Eligible Shareholders should consider all relevant facts and circumstances, including their knowledge of the Company and its periodic statements and continuous disclosures lodged with the ASX, and should consult their professional advisors before deciding whether to accept the Entitlement Offer.
This Offer Booklet is dated 14 July 2021 and was lodged with the ASX on that date. The ASX does not take any responsibility for the contents of this Offer Booklet .
Securities will only be issued on the basis of this Offer Booklet in accordance with the terms set out in this Offer Booklet. As at the date of this Offer Booklet , the Company has complied with:
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the provisions of chapter 2M of the Corporations Act, as they apply to the Company; and
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section 674 of the Corporations Act.
The Entitlement Offer is only made to those Shareholders who are Eligible Shareholders on the Record Date (being Shareholders who have a registered address in Australia and New Zealand).
No excluded information
As at the date of this Offer Booklet the Company is not aware of any excluded information of the kind which would require disclosure in this Offer Booklet pursuant to subsections 708AA(8) and (9) of the Corporations Act.
Deciding to accept the Entitlement Offer
No person named in this Offer Booklet, nor any other person (including the Company or the Lead Manager), guarantees the performance of the Company, the repayment of capital or the payment of a return on the New Shares.
Please read this document carefully before you make a decision to invest. An investment in the Company has a number of general and specific risks summarised in section 4.7, which you should consider before making a decision to invest. This Offer Booklet is an important document and you should read it in full before deciding whether to invest pursuant to the Entitlement Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at www.asx.com.au . Neither the Company nor the Lead Manager guarantee any return or any particular rate of return on the New Shares offered under the performance of the Company, nor do they guarantee the repayment of capital from the Company or any particular tax treatment.
Terms used
A number of terms and abbreviations used in this Offer Booklet have defined meanings, which are explained in section 5. Money as expressed in this Offer Booklet is in Australian dollars unless otherwise indicated. References to ‘you’ are references to Eligible Shareholders and references to ‘your Entitlement’ (or ‘your Entitlement and Acceptance Form’) are references to the Entitlements of, and the Acceptance Form for Eligible Shareholders. Notwithstanding any references to the contrary, all references to time in this Offer Booklet are to Perth time.
No representations
No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Offer Booklet. Any information or representation in connection with the Entitlement Offer not contained in this Offer Booklet is not and may not be relied upon as having been authorised by the Company or its officers. This Offer Booklet does not provide investment advice, financial product advice or advice on the taxation consequences of accepting the Entitlement Offer. The potential tax effects of the Entitlement Offer will vary between individual shareholders. The Entitlement Offer and the information in this Offer Booklet, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor. You should conduct your own independent review, investigation and analysis of Shares the subject of the Entitlement Offer. If, after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent and appropriately licenced professional adviser.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
By returning an Acceptance Form or otherwise paying for your New Shares and Additional Shares in accordance with the instructions set out in section 3, you acknowledge that you have read this Entitlement Offer and you have acted in accordance with and agree to the terms of the Offer detailed in this Offer Booklet. You cannot, unless allowed by law, withdraw your Application for New Shares once it has been accepted. Entitlements are non-renounceable and will not be tradeable on the ASX or otherwise transferable.
Jurisdictions
This Offer Booklet does not, and is not intended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. This Offer Booklet has not been, nor will it be, lodged filed or registered with any regulatory authority under the securities laws of any country. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States.
No action has been taken to register or qualify the Entitlement Offer, the Entitlements, the New Shares, or otherwise permit a public offering of the New Shares, in any jurisdiction outside of Australia and New Zealand. See the foreign selling restrictions set out in section 4.12 of this Offer Booklet for more information.
Financial forecasts and forward-looking statements
Some of the statements appearing in this Offer Booklet may be in the nature of forward-looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. These may be identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, or ‘intends’ and other similar such words that involve risks of uncertainties.
You should be aware that such statements are not statements of fact or guarantees and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward-looking statements are subject to many inherent risks and uncertainties before actual outcomes are achieved. These risk factors are discussed further in section 4.7. Actual outcomes may differ materially from the events, intentions or results expressed or implied in any forward-looking statement in this Offer Booklet.
To the maximum extent permitted by law, none of the Company or any person named in this Offer Booklet or any person involved in this Offer Booklet or any person involved in the preparation of this Offer Booklet makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement and disclaim all responsibility and liability for such forward-looking statements (including, without limitation, liability for negligence). The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Offer Booklet except where required by law. You are cautioned not to place undue reliance on any forward-looking statement having regard to the fact that the outcome may not be achieved.
Any pro forma financial information (including past performance information) provided in this Offer Booklet is for information purposes only and is not a forecast of operating results to be expected in any future period. Except as required by law, and only then to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Offer Booklet.
Past performance
Shareholders should note that past performance including Share price performance, cannot be relied on as an indicator of, and provides no guidance as to, future Company performance, including future Share performance.
Underwriting
The Entitlement Offer is fully underwritten by the Lead Manager, subject to the terms of an agreement between the Company and the Lead Manager. See section 4.10 for full particulars.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
1. SUMMARY OF OPTIONS AVAILABLE TO YOU
If you are an Eligible Shareholder (as defined in section 2.2), you may take one of the following actions:
| Options available to you |
Key considerations |
|---|---|
| 1. Take up all of your Entitlement |
• You may elect to apply for New Shares at the Issue Price (see section 3 for instructions on how to take up your Entitlement). • If you take up all of your Entitlement, you may also apply for Additional Shares (see section 2.3 for more information on the Top-Up Offer and section 3 for instructions on how to apply for Additional Shares in the Top-Up Offer). The Board has absolute discretion in regards to the allocation of Additional Shares and there is no guarantee that you will be allocated any Additional Shares. • The New Shares (including any Additional Shares) will rank equally in all respects with Existing Shares, including rights to dividends and distributions. |
| 2. Take up part of your Entitlement |
• If you do not take up your Entitlement in full, the balance of your Entitlement not taken up will lapse and you will not receive any value for your lapsed Entitlement. The lapsed Entitlement will form part of the Top-Up Offer which will be issued to satisfy applications for Additional Shares. • You will not be entitled to apply for Additional Shares. • If you do not take up your Entitlement in full, your percentage holding in the Company will be diluted as a result of the Entitlement Offer. |
| 3. Do nothing, in which case your Entitlement will lapse, and you will receive no value for those lapsed Entitlements |
• If you do not take up your Entitlement, you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement is non-renounceable, which means your Entitlement is non- transferrable and cannot be sold, traded on ASX or any other exchange, nor can it be privately transferred. • If you do not take up your Entitlement, your percentage holding in the Company will be diluted as a result of the Entitlement Offer. |
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Entitlement Offer
METGASCO LTD ACN 088 196 383
2. THE ENTITLEMENT OFFER
Eligible Shareholders (as defined in section 2.2) are being offered the opportunity to subscribe for 1 New Share for every 3 Existing Shares held at 7.00pm (AEST) on Friday, 9 July 2021 ( Record Date ), at the Issue Price.
2.1 Entitlement Offer
Each Eligible Shareholder is entitled to subscribe for 1 New Share for every 3 Existing Shares held on the Record Date. The Entitlement Offer is non-renounceable. This means that Eligible Shareholders of the Company who do not take up their Entitlement by the Closing Date, will not receive any value for that Entitlement, and their proportionate equity interest in the Company will be diluted. The Entitlement Offer is being made pursuant to section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows rights issues to be made without a prospectus, provided certain conditions are satisfied. As a result, it is important for Eligible Shareholders to read and understand the information about the Company and the Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement or applying for Additional Shares. In particular, please refer to this Offer Booklet and the Company's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au .
Your Entitlement is set out in the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 3 Existing Shares you held as at the Record Date rounded down to the nearest whole New Share. If you have more than one holding of Existing Shares, you will be sent more than one personalised Acceptance Form and you will have separate Entitlements for each separate holding. Fractional entitlements to New Shares have been rounded down to the nearest whole number of New Shares. New Shares issued pursuant to the Entitlement Offer will be fully paid and rank equally with Existing Shares on issue, including in respect of entitlement to dividends. If you take no action, you will not be allocated any New Shares and your Entitlement will lapse. This Entitlement Offer will be fully underwritten by the Lead Manager to the extent of $4.58 million subject to the terms of the Underwriting Agreement. For further information on the Underwriting, see section 4.10 of this Offer Booklet.
2.2 Eligible Shareholders
Eligible Shareholders are those holders of Existing Shares who:
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(a) are registered as a holder of Existing Shares as at 7.00pm (AEST) on the Record Date; and
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(b) have a registered address in Australia or New Zealand as recorded on the Company's share register on the Record Date.
Shareholders who are not Eligible Shareholders are ineligible shareholders and will not be entitled to participate.
The Company has decided that it is unreasonable to make offers under the Entitlement Offer to shareholders who have a registered address outside Australia and New Zealand having regard to the number of such holders in those places, the number and the value of the New Shares that they would be offered, and the costs of complying with the relevant legal and regulatory requirements in those places.
Shareholders with a registered address in Australia and New Zealand must note the selling restrictions set out in section 4.12 of this Offer Booklet.
2.3 Top-Up Offer
Eligible Shareholders who take up their Entitlement in full may also apply for New Shares in excess of their Entitlement ( Additional Shares ), provided that the issue of those Additional Shares will not result in a breach of the Listing Rules or any applicable law.
In summary:
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(a) Additional Shares will only be allocated to Eligible Shareholders who have fully taken up their Entitlement;
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(b) the amount of Additional Shares is not capped but no Eligible Shareholder may receive any New Shares which would result in the relevant Shareholder having voting power in the Company in excess of 20% of the total issued share capital of the Company;
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(c) any Additional Shares will be limited to the extent that there are sufficient New Shares available after satisfying all Applications received from Eligible Shareholders pursuant to the Entitlement Offer (ie there is a shortfall between the number of New Shares offered to Eligible Shareholders under the Entitlement Offer);
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(d) there is no guarantee that there will be a sufficient number of Additional Shares available for issue to Eligible Shareholders who apply for them. Allocations of Additional Shares will be determined by the Company in its absolute discretion and any allotment of Additional Shares is not guaranteed. If Eligible Shareholders apply for more Additional Shares than are available for issue, the Company will apply a scale back;
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Entitlement Offer
METGASCO LTD ACN 088 196 383
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(e) in applying its sole and complete discretion, the Company will have regard to all relevant circumstances, including (but not limited to) the current shareholding (as at the Record Date) of any Eligible Shareholders to ensure that any issue of Additional Shares is done in a manner proportionate (as determined by the Company) to the current shareholding of any Eligible Shareholder (as at the Record Date);
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(f) the issue price of Additional Shares is the same as the Issue Price, $0.025 per Additional New Share;
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(g) following allocation of the Additional Shares, any remaining Shares will be issued to the Lead Manager or its nominees in accordance with the Underwriting Agreement;
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(h) the Company will not issue Additional Shares where to do so would result in a breach of its constitution, the Corporations Act or the ASX Listing Rules; and
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(i) in the event of a scale-back, the difference between the Application Monies received, and the number of Additional Shares allocated to you multiplied by the Issue Price may be refunded by direct credit (to a nominated account if recorded on the Company’s share register) following allotment. No interest will be paid on any Application Monies received and returned.
2.4 ASX quotation
The Company will apply for official quotation of New Shares issued under this Offer Booklet. If permission for quotation is not granted by ASX, the New Shares will not be issued and Application Monies accompanying a completed Acceptance Form or funds paid by BPAY® or EFT will be refunded (without interest) as soon as practicable.
2.5 Brokerage and stamp duty
No brokerage fee is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares.
2.6 Nominees and custodians
The Entitlement Offer is being made to all Eligible Shareholders on the register of the Company at the Record Date. The Company is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Existing Shares. Where any holder is acting as a nominee or custodian for a person that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable laws.
Due to legal restrictions, nominees and custodians may not send copies of this Offer Booklet or accept the Entitlement Offer on behalf of any person in the United States or any other jurisdiction outside Australia or New Zealand.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
3. HOW TO APPLY
If you wish to take up all or part of your Entitlement, or you wish to apply for Additional Shares, you can do either of the following:
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a) pay via BPAY® online https://events.miraqle.com/ MEL-offer;
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b) pay via Electronic Funds Transfer (EFT) (available for New Zealand registered holders only) and return your enclosed Acceptance Form in accordance with the details on the Acceptance Form, together with your payment receipt to [email protected]
It is your responsibility to ensure that your BPAY® payment or payment by EFT is received by the Company's share registry, Link Market Services Limited ( Share Registry ), by no later than 5.00pm (AEST) on Wednesday, 28 July 2021 (being the Closing Date).
Your completed Acceptance Form or BPAY® or EFT Payment acceptance, once received by the Share Registry, cannot be withdrawn, except as allowed by law. No cooling off period applies.
Representations, allotment and refunds
By making a payment by BPAY® or EFT, you will be deemed to have acknowledged, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that:
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(a) you are an Eligible Shareholder (as defined in section 2.2);
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(b) you are not in the United States and you are not acting for the account or benefit of any person in the United States in connection with the subscription for Entitlements or the purchase of New Shares (including any Additional Shares) in the Entitlement Offer and you are not otherwise a person to whom it would be illegal to make an offer of Entitlement and New Shares (including any Additional Shares) under the Entitlement Offer and under any applicable laws and regulations;
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(c) you understand that the Entitlement and the New Shares (including any Additional Shares) have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand. Accordingly, you understand and acknowledge that, under the Entitlement Offer, the Entitlement and the New Shares (including any Additional Shares) may not be issued to, taken up, acquired or exercised by persons who are, or are acting for the account or benefit of, a person in the United States (to the extent that such person holds Shares and is acting for the account or benefit of a person in the United States);
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(d) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Acceptance Form is a resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent that such person holds Shares and is acting for the account or benefit of a person in the United States), and you have not sent this Offer Booklet, the Acceptance Form or any information relating to the Entitlement Offer to any such person;
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(e) you are acquiring New Shares (including any Additional Shares) outside the United States in 'offshore transactions' as defined and in reliance on Regulation S under the US Securities Act;
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(f) you and each person on whose account you are acting have not and will not send any materials, or copies thereof, relating to the Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand;
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(g) you acknowledge that you have read and understand this Offer Booklet and your Acceptance Form in their entirety;
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(h) you agree to be bound by the terms of the Entitlement Offer, the provisions of this Offer Booklet and the Company's constitution;
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(i) you authorise the Company to register you as the holder(s) of New Shares (including any Additional Shares) allotted to you;
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(j) you declare that all details and statements in your Acceptance Form are complete and accurate;
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(k) if you are a natural person, you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under your Acceptance Form;
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(l) you acknowledge that after the Company receives your Acceptance Form or any payment of Application Monies through BPAY®, you may not withdraw your Application or funds provided except as allowed by law;
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(m) you agree to apply for and be issued up to the number of New Shares specified in the Acceptance Form, or for which you have submitted payment of any Application Monies through BPAY®, at the issue price;
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(n) you authorise the Company, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares (including any Additional Shares) to be issued to you, including to act on instructions of the Share Registry on using the contact details set out in your Acceptance Form;
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Entitlement Offer
METGASCO LTD ACN 088 196 383
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(o) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on your Acceptance Form as being held by you on the Record Date;
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(p) you acknowledge that the information contained in this Offer Booklet and your Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
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(q) you acknowledge that this Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;
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(r) you acknowledge the statement of risks in the "Risks" section 4.7 in this Offer Booklet, and that investments in the Company are subject to risk;
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(s) you acknowledge that none of the Company, nor its respective affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;
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(t) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Shares on the Record Date;
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(u) you authorise the Company to correct any errors in your Acceptance Form or other form provided by you;
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(v) you represent and warrant (for the benefit of the Company and its respective affiliates) that you, are an Eligible Shareholder and are otherwise eligible to participate in the Entitlement Offer;
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(w) you acknowledge and agree that determination of eligibility of investors for the purposes of the Entitlement Offer was determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company, and the Company and their affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise of that discretion to the maximum extent permitted by law;
-
(x) you represent and warrant that the law of any place does not prohibit you from being given this Offer Booklet and your Acceptance Form, nor does it prohibit you from making an Application for New Shares (including any Additional Shares) and that you are otherwise eligible to participate in the Entitlement Offer; and
-
(y) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in the regular way transactions on the ASX are conducted or otherwise where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting for the account or benefit of a person in the United States.
If you take up and pay for all or part of your Entitlement before the Closing Date, you will be allotted your New Shares on Wednesday, 4 August 2021, pending any adjustment to the timetable by the Company. If you apply for Additional Shares, to the extent your Application for Additional Shares is accepted (in whole or in part), you will be issued the Additional Shares on the same day. The Company's decision on the number (if any) of Additional Shares to be allocated to you will be final and binding.
If you have a query on how to complete the Acceptance Form, you should contact the Share Registry on the Company Offer Information Line on 1300 730 659 within Australia or +61 1300 730 659 outside Australia.
10 | P a g e
Entitlement Offer
METGASCO LTD ACN 088 196 383
4. IMPORTANT INFORMATION
This Offer Booklet and accompanying personalised Acceptance Form have been prepared by the Company. The information in this Offer Booklet is dated 14 July 2021. This Offer Booklet remains subject to change without notice and the Company is not responsible for updating this Offer Booklet.
This Offer Booklet should be read in conjunction with the Company's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.
No party other than the Company has authorised or caused the issue of the information in this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.
This information is important and requires your immediate attention. You should read the information in this Offer Booklet carefully and in its entirety before deciding whether to invest in New Shares (and Additional Shares). In particular, you should consider the risk factors, any of which could affect the operating and financial performance of the Company or the value of an investment in the Company. You should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Entitlement Offer.
4.1 Effect of the Entitlement Offer on control
The potential effect the Entitlement Offer will have on control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand and take up by existing shareholdings. As the Entitlement Offer is a pro-rata issue and given the current level of holdings of substantial holders (based on substantial holding notices that have been given to the Company or lodged with ASX prior to the date of this Offer Booklet), the Entitlement Offer is not expected to have any material effect or consequence on the control of the Company.
4.2 No Entitlements trading
Entitlements are non-renounceable and are not tradeable on ASX or otherwise transferable.
4.3 Rounding of Entitlements
Where fractions arise in the calculation of Entitlements, they will be rounded down to the nearest whole number of New Shares.
4.4 Ranking of New Shares (and Additional Shares)
The New Shares (and Additional Shares) will be issued on a fully paid basis and will rank equally in all respects with Existing Shares. The rights and liabilities attaching to the Shares are set out in the Company's constitution and are regulated by the Corporations Act, the general law, the ASX Listing Rules and the ASX Settlement Operating Rules. The Company's constitution may only be varied by a special resolution which is a resolution passed by at least 75% of the votes cast by Shareholders present (and entitled to vote). Full details of the rights and liabilities attaching to the Shares are detailed in the Company's constitution, a copy of which can be inspected free of charge at the Company’s registered office during normal business hours or online via the Company’s website.
4.5 Continuous disclosure
The Company is a disclosing entity for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations including an obligation under the ASX Listing Rules (subject to certain exceptions) to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or the value of shares. All such disclosures are available at www.asx.com.au . You have the opportunity to access any information about the Company which has previously been disclosed to ASX. In particular, please refer to the Metgasco Half Year Report for the 6 months ended 31 December 2020 and the Metgasco Annual Report for the financial year ended 30 June 2020. You should also have regard to any further announcements which may be made by the Company to ASX after the date of this Offer Booklet
4.6 Taxation
You should be aware that there may be taxation implications associated with participating in the Entitlement Offer and receiving New Shares (and any Additional Shares). The Company does not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares (and any Additional Shares) under the Entitlement Offer. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. Shareholders should consult their professional tax adviser in connection with subscribing for New Shares (and Additional Shares) under this Offer Booklet.
11 | P a g e
Entitlement Offer
METGASCO LTD ACN 088 196 383
4.7 Risks
There are a number of known and unknown risks associated with an investment in the Company which may affect its financial performance, financial position, cash flows, distributions, growth prospects and Share price. The risks are similar to that of any stock market investment, and, specifically because of the nature of the Company’s mining business. The key risk factors are set out in the "Investment Risks" section of the Investor Presentation released by the Company to the ASX on 6 July 2021. This offer is not made under a prospectus or other disclosure document. Accordingly, Shareholders must rely on their own knowledge of the Company and previous disclosures made by the Company on ASX.
4.8 No cooling off rights
Cooling off rights do not apply to an investment in New Shares (and Additional Shares). You cannot, except as allowed by law, withdraw your Application once it has been accepted.
4.9 Not investment or financial product advice
The Entitlement Offer to which the information in this Offer Booklet relates complies with the requirements of section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84. The information in this Offer Booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Company is not licensed to provide financial product advice in respect of the New Shares or any other financial products.
The information in this Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with the Company's other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au . The information in this Offer Booklet does not take into account your investment objectives, financial situation or needs or those of any particular investor. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial objectives and having regard to the merits or risks involved. You should conduct your own independent review, investigation and analysis of the Shares, the subject of the Entitlement Offer. If, after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant, solicitor, tax adviser or other independent professional adviser. You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.
4.10 Offer fully underwritten
The Entitlement Offer is being fully underwritten by the Lead Manager. The Company and the Lead Manager entered into the Underwriting Agreement in connection with the Lead Manager fully underwriting the Entitlement Offer, meaning the Lead Manager will lodge or cause to be lodged with the Company, Applications for any New Shares not subscribed for by Eligible Shareholders. The Underwriting Agreement is subject to certain terms and conditions which are customary for an Underwriting Agreement of this type, including conditions precedent, representations, warranties and indemnities (in favour of the Lead Manager), undertakings in favour of the Lead Manager and termination rights. In particular, the Underwriting Agreement contains various representations and warranties by the Company relating to the Company and its business, including information provided to the Lead Manager and disclosed to the ASX. The Underwriting Agreement also imposes various obligations on the Company, including undertakings to do certain things, including providing certain notices to the Lead Manager and the ASX within prescribed periods.
The obligation of the Lead Manager to underwrite the Entitlement Offer is conditional on customary conditions including, amongst others, the dispatch of this Offer Booklet and certain events not occurring during the period the Entitlement Offer is open.
Summary of Termination Events
Certain termination events are unqualified, permitting the Lead Manager to terminate the Underwriting Agreement and include, but are not limited to:
- a) ( Market fall ) At any time before the settlement, the S&P/ASX 200 Index closes at a level that is 10% or more below the level of that index on the trading day immediately prior to the date of the Underwriting Agreement.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
-
b) ( Withdrawal ) Any circumstance arises after the Offer is made that result in the Company either repaying the money received from applicants or offering applicants an opportunity to withdraw their applications for New Shares and be repaid their application moneys.
-
c) ( Insolvency event ) One of the following events occurs with respect to the Company:
-
i. a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the assets or undertakings of the Company;
-
ii. the Company is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Corporations Act or the Company may be presumed to be insolvent under section 459C of the Corporations Act;
-
iii. the Company enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
-
iv. an application or order is made for the winding up, deregistration or dissolution of, or the appointment of a provisional liquidator to the Company or a resolution is passed or steps are taken to pass a resolution for the winding up, deregistration or dissolution of the Company otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of BOEQ; or
-
v. an administrator is appointed in relation to the Company under Division 2 of Part 5.3A of the Corporations Act.
-
d) ( Disclosure ) Any due diligence report or any other information supplied by or on behalf of the Company to BOEQ in relation to the New Shares, the Company, or the Offer, is materially untrue, incorrect, or deceptive (including by omission).
-
e) ( Material adverse change* ) Any material adverse change occurs, or an event occurs which is likely to give rise to a material adverse change in or affecting the assets, liabilities, financial position or performance, profits, losses, prospects or condition, financial or otherwise of the Company, including (without limitation):
-
i. any change in the earnings, prospects or forecasts of the Company;
-
ii. any change in the nature of the business conducted by the Company or proposed to be conducted by the Company; and
-
iii. any change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company.
-
f) ( Change in law or regulations)* Any of the following occurs which does or is likely to prohibit, restrict or regulate the Offer or materially reduce the level or likely level of valid applications for shares under the Offer:
-
i. the introduction of legislation into the parliament of the Commonwealth of Australia or of any State or Territory of Australia;
-
ii. the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory;
-
iii. the adoption by ASIC or its delegates or the Reserve Bank of Australia of any regulations or policy;
-
iv. a general moratorium on commercial banking activities in Australia, the United States of America or the United Kingdom is declared by the relevant authority in any of those countries, or there is a disruption in commercial banking or security settlement or clearance services in any of those countries;
-
v. trading in all securities quoted or listed on ASX, the London Stock Exchange, the Hong Kong Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for at least one day on which that exchange is open for trading;
-
vi. there occurs any material adverse change or disruption to the financial markets of Australia, the United States of America, the United Kingdom or other major international financial market, or there occurs any change in national or international political, financial or economic conditions;
-
vii. after the date of the Underwriting Agreement, a change or development (which was not publicly known prior to the date of the Underwriting Agreement) involving a prospective adverse change in taxation affecting the Company or the Offer occurs; or
-
viii. hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) or a major act of terrorism occurs, in or involving any one or more of Australia, New Zealand, Russia, the United Kingdom, any member of the European Union, the United States of America, Japan, Singapore, the Peoples’ Republic of China or the Republic of
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Entitlement Offer
METGASCO LTD ACN 088 196 383
India (or involving any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world).
-
g) ( Contravention of the Corporations Act* ) The Company contravenes the Corporations Act, its constitution, any of the Listing Rules or any other applicable law or regulation.
-
h) ( Admission to the ASX ) The Company ceases to be admitted to the ASX.
-
i) ( Suspension of trading) Trading in Shares on the financial market operated by ASX is suspended for 2 consecutive ASX normal trading days without the prior approval of the Lead Manager, or the Shares cease to be officially quoted by ASX.
-
j) ( Compliance with timetable* ) The Company is prevented from issuing any of the New Shares within the time required by the timetable (unless otherwise agreed to by the Lead Manager) or by or in accordance with the ASX Listing Rules, ASX, ASIC, applicable laws, a government agency or an order of a court of competent jurisdiction.
-
k) ( Warranties)* Any of the warranties or representations by the Company in the Underwriting Agreement are or become materially untrue.
-
l) ( Breach or default)* The Company is in default of any of the material terms and conditions of the Underwriting Agreement or breaches any undertaking or covenant given or made by it under the Agreement.
-
m) ( Actions without Lead Manager’s consent* ) Without the prior written consent of BOEQ, which shall not be unreasonably withheld, the Company:
-
i. disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
-
ii. ceases or threatens to cease to carry on business;
-
iii. alters its capital structure; or amends its constitution or any other constituent document of the Company or the terms of issue of the New Shares.
-
n) ( Compliance with law or regulatory requirements* ) Any of the following occur:
-
i. a director or senior executive of the Company is charged with an indictable offence relating to a financial or corporate matter;
-
ii. any litigation, arbitration or other legal proceeding is commenced against the Company or any entity it controls;
-
iii. any governmental agency commences any public action against a member of management of the Company or any of its directors;
-
iv. any director of the Company is disqualified from managing a corporation under Part 2D.6 of the Corporations Act; or
-
v. a member of management or a director of the Company engages in any fraudulent conduct or activity.
If an event marked with an asterisk (*) occurs, the Lead Manager may not terminate unless the Lead Manager has reasonable grounds to believe that the event has, or is likely to have, a material adverse effect on the success, marketing or settlement of the Offer, the value of the Shares, the willingness of investors to subscribe for New Shares, or that the event has, or is likely to give rise to liability of the Lead Manager.
14 | P a g e
Entitlement Offer
METGASCO LTD ACN 088 196 383
Fees & Expenses
The Lead Manager will be paid a fee, in respect of the Entitlement Offer as follows:
-
a) A management fee equivalent to 3% of the total proceeds raised under the Offer;
-
b) A selling and underwriting fee equivalent to 3% of the underwriting shortfall placed under the Offer; and
-
c) The Company agrees to issue the Lead Manager , or another intermediary as directed by the Lead Manager with 6 million options upon completion of the Offer expiring on 31 December 2022 with an exercise price of 3.10 cents per security.
The Company agrees to reimburse the Lead Manager for all reasonable out-of-pocket expenses (including any applicable GST) incurred by the Lead Manager in connection with the Underwriting Agreement and the Offer (whether or not the Offer proceeds) including:
-
a) reasonable legal fees of the Lead Manager on a solicitor and own client basis up to a maximum of $5,000 (plus GST);
-
b) marketing and communication costs;
-
c) printing, couriers, postage and other distribution costs;
-
d) stamp duty, transfer taxes, withholding taxes or similar taxes payable in respect of the Underwriting Agreement; and
-
e) travel and accommodation expenses.
4.11 Lead Manager
Neither the Lead Manager nor any of their related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue or lodgement, submission, dispatch or provision of this Offer Booklet and there is no statement in this Offer Booklet which is based on a statement made by the Lead Manager. To the maximum extent permitted by law, the Lead Manager expressly disclaims all liabilities in respect of, and makes no, representations regarding, and takes no responsibility for any part of this Offer Booklet or any action taken by you on the basis of the information in this Offer Booklet and makes no representation or warranty as to the currency, accuracy, reliability or completeness of this Offer Booklet. To the maximum extent permitted by law, the Lead Manager excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. The Lead Manager does not make any recommendations, express or implied, as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager in relation to the New Shares or the Entitlement Offer generally.
4.12 Foreign jurisdictions This Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia.
This Offer Booklet does not constitute an offer in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the New Shares or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand. Distribution of this Offer Booklet outside of Australia and New Zealand may be restricted by the securities laws of other jurisdictions. If you come into possession of this Offer Booklet you should observe any such restrictions and should seek your own advice on those restrictions. Any noncompliance with these restrictions may contravene applicable securities laws.
New Zealand
The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Entitlement Offer of New Shares is being made in reliance on the provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).
This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets conduct Act 2013 (New Zealand). This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
United States
The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. In addition, the Company is not registered as an “investment company” under the US Investment Company Act of 1940. Accordingly, the New Shares will only be offered and sold to non-US persons outside the United States in “offshore transactions”, as defined and in compliance with Regulation S under the US Securities Act.
4.13 Financial amounts
Money as expressed in this Offer Booklet is in Australian dollars unless otherwise indicated. Any discrepancies between totals in tables and sums of components in tables in this Offer Booklet and between those figures and figures referred to in other parts of this document may be due to rounding.
4.14 Privacy
Chapter 2C of the Corporations Act requires information about you as a Shareholder (including your name, address and details of your Shares) to be included in the public register of the Company. Information is collected to administer your Shares. Your personal information may be disclosed to the Company. You can obtain access to your personal information by contacting the Share Registry at the address or telephone number listed in the corporate directory. The Share Registry's privacy policy is available on its website https://www.linkgroup.com/docs/Link_Group_Privacy_Policy.pdf
4.15 Disclaimer of representations
No person is authorised to give any information or make any representation in connection with the Entitlement Offer described in this Offer Booklet, which is not contained in this Offer Booklet. Any information or representation not contained in this Offer Booklet may not be relied on as having been authorised by the Company in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of the Company, or any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Offer Booklet.
4.16 Governing law
This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares (and Additional Shares) submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
5. GLOSSARY
$ means Australian dollars unless otherwise indicated.
Acceptance Form means the relevant personalised form accompanying this Offer Booklet which Eligible Shareholders may use to apply for New Shares.
Additional Shares means New Shares offered and issued to Eligible Shareholders who have taken up their full entitlement.
Application means the submission of a completed Acceptance Form accompanied by the relevant Application Monies or the payment of the relevant Application Monies via BPAY® in accordance with the instructions on the Acceptance Form.
Application Monies means the total amount payable for the New Shares applied for via BPAY® or a completed Acceptance Form.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ABN 98 008 624 691 or, as the context requires, the securities market operated by ASX Limited.
ASX Listing Rules means the listing rules of the ASX.
ASX Settlement means ASX Settlement Pty Limited ACN 008 504 532.
ASX Settlement Operating Rules means settlement rules of ASX Settlement (as amended from time to time).
Board or Board of Directors means the Board of Directors of the Company.
Closing Date means 5.00pm (AEST), Wednesday, 28 July 2021 (or such later date as the Company determines in its sole and absolute discretion).
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company as at the date of this Offer Booklet.
Eligible Shareholders means a registered holder of a Share on the Record Date with a registered address in Australia or New Zealand.
Entitlement means the number of New Shares that an Eligible Shareholder is entitled to apply for under the Entitlement Offer, as determined by the number of Shares held by that Eligible Shareholder on the Record Date.
Existing Share means a Share issued as at 7.00pm (AEST) on the Record Date.
Investor Presentation means investor presentation released by the Company to the ASX on 6 July 2021
Lead Manager or BOEQ means Blue Ocean Equities Pty Limited (ACN 151 186 935)
Metgasco or Company means Metgasco Energy Ltd ACN 609 200 580.
New Shares means new Shares to be issued and allotted under the Offer or Top-Up Offer.
Offer or Entitlement Offer means the offer of New Shares set out in this Offer Booklet.
Offer Price means $0.025 per New Share.
Offer Booklet means this document dated 14 July 2021.
Record Date means 7.00pm (AEST) Friday, 9 July 2021.
Share(s) means a fully paid ordinary share in the capital of the Company.
Share Registry means Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000. Shareholder means a holder of a Share.
Top-Up Offer means the offer to Eligible Shareholders to subscribe for Additional Shares in excess of their Entitlement in accordance with section 2.3.
Underwriting Agreement means the underwriting agreements between the Lead Manager and the Company dated 5 July 2021, as summarised in section 4.10.
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Entitlement Offer
METGASCO LTD ACN 088 196 383
6.CORPORATE DIRECTORY
Directors and senior management
Mr Philp Amery – Chairman Dr Robbert Willink – Non-Executive Director Mr John Patton – Non-Executive Director
Auditor
Grant Thornton Level 19, 2 Market Street Sydney NSW 2000
Mr Ken Aitken – Chief Executive Officer Mr Paul Bird – CFO & Company Secretary
Registered office
Level 2, 30 Richardson Street West Perth WA 6005
Share Registry
Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000
Website
www.metgasco.com.au
18 | P a g e
This appendix is available as an online form Only use this form if the online version is not available
+Rule 3.10.3
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
- See chapter 19 for defined terms 5 June 2021
Page 1
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 1 – Entity and announcement details
| Question no |
Question | Answer |
|---|---|---|
| 1.1 | *Name of entity We (the entity here named) 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). |
METGASCO LTD |
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). |
ABN 24088196383 |
| 1.3 | *ASX issuer code | MEL |
| 1.4 | *This announcement is Tick whichever is applicable. |
☐A new announcement☒An update/amendment to a previous announcement☐A cancellation of a previous announcement |
| 1.4a | *Reason for update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. A reason must be provided for an update. |
Correction to details of attaching options |
- See chapter 19 for defined terms 5 June 2021
Page 2
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 1.4b | *Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. |
06/07/21 |
|---|---|---|
| 1.4c | *Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. |
|
| 1.4d | *Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. |
|
| 1.5 | *Date of this announcement | 14/07/2021 |
| 1.6 | *The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure. |
☒A +bonus issue_(complete Parts 2 and 8)☒A standard +pro rata issue (non-renounceable orrenounceable)(complete Q1.6a and Parts 3 and 8) ☐An accelerated offer(complete Q1.6b and Parts 3 and 8) ☐An offer of +securities under a +securities purchase plan(complete Parts 4 and 8) ☐A non-+pro rata offer of +securities under a +disclosure document or +PDS(complete Parts 5 and 8) ☐A non-+pro rata offer to wholesale investors under an information memorandum(complete Parts 6 and 8) ☐A placement or other type of issue(complete Parts 7 and_ 8) |
| 1.6a | *The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. |
☒Non-renounceable☐Renounceable |
| 1.6b | *The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. |
☐Accelerated non-renounceable entitlement offer(commonly known as a JUMBO or ANREO) ☐Accelerated renounceable entitlement offer (commonly known as an AREO) ☐Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO) |
- See chapter 19 for defined terms 5 June 2021
Page 3
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
| Part 2A – | Proposed +bonus issue – conditions | Proposed +bonus issue – conditions | Proposed +bonus issue – conditions | ||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 2A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the +bonus issue can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. |
No | |||
| 2A.1a | Conditions Answer these questions if your response to Q2A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination |
*Is the date estimated or actual? The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the bonus issue in Appendix 7A of the listing rules. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval |
- See chapter 19 for defined terms 5 June 2021
Page 4
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Other (please specify in comment section)
Part 2B – Proposed +bonus issue - issue details
| Question No. |
Question | Answer |
|---|---|---|
| 2B.1 | *Class or classes of +securities that will participate in the proposed +bonus issue (please enter both the ASX security code & description) If more than one class of security will participate in the proposed bonus issue, make sure you clearly identify any different treatment between the classes. |
MEL : ORDINARY FULLY PAID |
| 2B.2 | *Class of +securities that will be issued in the proposed +bonus issue (please enter both the ASX security code & description) |
New class-code to be confirmed Listed Options |
| 2B.3 | *Issue ratio Enter the quantity of additional securities to be issued for a given quantity of securities held (for example, 1 for 2 means 1 new security issued for every 2 existing securities held). Please only enter whole numbers (for example, a bonus issue of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). |
1 for 3 To shareholders who have subscribed to Entitlement Offer |
| 2B.4 | *What will be done with fractional entitlements? Select one item from the list. |
☐Fractions rounded up to the next whole number ☒Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☐Not applicable |
| 2B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
61,072,158 |
Part 2C – Proposed +bonus issue – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 2C.1 | *+Record date Record date to identify security holders entitled to participate in the bonus issue. Per Appendix 7A section 1 the record date must be at least 4 business days from the announcement date (day 0). |
TBD after issuance of Prospectus |
| 2C.3 | *Ex date Per Appendix 7A section 1 the ex date is one business day before the record date. This is also the date that the bonus securities will commence quotation on a deferred settlement basis. |
TBD after issuance of Prospectus |
| 2C.4 | *Record date Same as Q2C.1 above |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 2C.5 | *+Issue date Per Appendix 7A section 1 the issue date should be at least one business day and no more than 5 business days after the record date (the last day for the entity to issue the bonus securities and lodge an Appendix 2A with ASX to apply for quotation of the bonus securities). Deferred settlement trading will end at market close on this day. |
TBD after issuance of Prospectus |
|---|---|---|
| 2C.6 | *Date trading starts on a normal T+2 basis Per Appendix 7A section 1 this is one business day after the issue date. |
TBD after issuance of Prospectus |
| 2C.7 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
TBD after issuance of Prospectus |
Part 2D – Proposed +bonus issue – further information
| Question No. |
Question | Answer |
|---|---|---|
| 2D.1 | *Will holdings on different registers or sub registers be aggregated for the purposes of determining entitlements to the +bonus issue? |
No |
| 2D.1a | Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements Answer this question if your response to Q2D.1 is “Yes”. |
|
| 2D.2 | *Countries in which the entity has +security holders who will not be eligible to participate in the proposed +bonus issue Note: The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). |
TBD after issuance of Prospectus |
| 2D.3 | *Will the entity be changing its dividend/distribution policy as a result of the proposed +bonus issue |
No |
| 2D.3a | Please explain how the entity will change its dividend/distribution policy if the proposed +bonus issue proceeds Answer this question if your response to Q2D.3 is “Yes”. |
|
| 2D.4 | *Details of any material fees or costs to be incurred by the entity in connection with the proposed +bonus issue |
TBD after issuance of Prospectus |
| 2D.5 | Any other information the entity wishes to provide about the proposed +bonus issue |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
| Question No. |
Question | Question | Question | Answer | |
|---|---|---|---|---|---|
| 3A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the entitlement offer, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. |
No | |||
| 3A.1a | Conditions Answer these questions if your response to Q3A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the entitlement offer in Appendix 7A of the listing rules. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
- See chapter 19 for defined terms 5 June 2021
Page 7
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.
| Question No. |
Question | Answer |
|---|---|---|
| 3B.1 | *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. |
MEL : ORDINARY FULLY PAID |
| 3B.2 | *Class of +securities that will be issued in the proposed entitlement offer (please enter both the ASX security code & description) |
MEL : ORDINARY FULLY PAID |
| 3B.3 | *Offer ratio Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule. |
1 for 3 |
| 3B.4 | *What will be done with fractional entitlements? Select one item from the list. |
☐Fractions rounded up to the next whole number ☒Fractions rounded down to the nearestwhole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up☐Not applicable |
| 3B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
183,216,475 |
| 3B.6 | *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? |
Yes |
| 3B.6a | *Describe the limits on over-subscription Answer this question if your response to Q3B.6 is “Yes”. |
Top-Up Offer will be made to all Shareholders who take up full Entitlement. The Board has absolute discretion in regards to the allocation of Additional Shares |
| 3B.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes |
| 3B.7a | *Describe the scale back arrangements Answer this question if your response to Q3B.7 is “Yes”. |
Scale back will only occur on the Top-Up Offer |
| 3B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
AUD |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3B.9 | *Has the offer price been determined? | Yes |
|---|---|---|
| 3B.9a | *What is the offer price per +security for the retail offer? Answer this question if your response to Q3B.9 is “Yes”. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). |
AUD0.025 |
| 3B.9b | *How and when will the offer price be determined? Answer this question if your response to Q3B.9 is “No”. |
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.
| Question No. |
Question | Answer |
|---|---|---|
| 3C.1 | *+Record date Record date to identify security holders entitled to participate in the issue. Per Appendix 7A sections 2 and 3 the record date must be at least 3 business days from the announcement date (day 0) |
09/07/2021 |
| 3C.2 | *Ex date Per Appendix 7A sections 2 and 3 the Ex Date is one business day before the record date. For renounceable issues, this is also the date that rights will commence quotation on a deferred settlement basis. |
08/07/2021 |
| 3C.3 | Date rights trading commences For renounceable issues only*- this is the date that rights will commence quotation initially on a deferred settlement basis |
|
| 3C.4 | *Record date Same as Q3C.1 above |
|
| 3C.5 | *Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable issues, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day. |
14/07/2021 |
- See chapter 19 for defined terms
5 June 2021
Page 9
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3C.6 | *Offer closing date Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. |
28/07/2021 |
|---|---|---|
| 3C.7 | *Last day to extend the offer closing date At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day. |
23/07/2021 |
| 3C.8 | Date rights trading ends For renounceable issues only*- rights trading ends at the close of trading 5 business days before the applications closing date. |
|
| 3C.9 | *Trading in new +securities commences on a deferred settlement basis Non-renounceable issues - the business day after the offer closing date Renounceable issues – the business day after the date rights trading ends |
29/07/2021 |
| 3C.10 | [deleted] | |
| 3C.11 | *+Issue date and last day for entity to announce results of +pro rata issue Per Appendix 7A section 2 and section 3, the issue date should be no more than 5 business days after the offer closes date (the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities). Deferred settlement trading will end at market close on this day. |
04/08/2021 |
| 3C.12 | *Date trading starts on a normal T+2 basis Per Appendix 7A section 2 and 3 this is one business day after the issue date. |
05/08/2021 |
| 3C.13 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 2 and 3 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
09/08/2021 |
Part 3D – Proposed accelerated offer – offer details
| Question No. |
Question | Answer |
|---|---|---|
| 3D.1 | *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. |
|
| 3D.2 | *Class of +securities that will issued in the proposed entitlement offer (please enter both the ASX security code & description) |
|
| 3D.3 | *Has the offer ratio been determined? | Yes or No |
- See chapter 19 for defined terms 5 June 2021
Page 10
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3D.3a | *Offer ratio Answer this question if your response to Q3D.3 is “Yes” or “No”. If your response to Q3D.3 is “No” please provide an indicative ratio and state as indicative. Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule. |
for |
|---|---|---|
| 3D.3b | *How and when will the offer ratio be determined? Answer this question if your response to Q3D.3 is “No”. Note that once the offer ratio is determined, this must be provided via an update announcement. |
|
| 3D.4 | *What will be done with fractional entitlements? Select one item from the list. |
☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☐Not applicable |
| 3D.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
|
| 3D.6 | *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? |
Yes or No |
| 3D.6a | *Describe the limits on over-subscription Answer this question if your response to Q3D.6 is “Yes”. |
|
| 3D.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 3D.7a | *Describe the scale back arrangements Answer this question if your response to Q3D.7 is “Yes”. |
|
| 3D.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 3D.9 | *Has the offer price for the institutional offer been determined? |
Yes or No |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3D.9a | *What is the offer price per +security for the institutional offer? Answer this question if your response to Q3D.9 is “Yes”. An indicative offer price must be provided if your response to Q3D.9 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). |
|
|---|---|---|
| 3D.9b | *How and when will the offer price for the institutional offer be determined? Answer this question if your response to Q3D.9 is “No”. |
|
| 3D.9c | *Will the offer price for the institutional offer be determined by way of a bookbuild? Answer this question if your response to Q3D.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
Yes or No |
| 3D.9d | *Provide details of the parameters that will apply to the bookbuild for the institutional offer (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q3D.9 is “No” and your response to Q3D.9c is “Yes”. |
|
| 3D.10 | *Has the offer price for the retail offer been determined? |
Yes or No |
| 3D.10a | *What is the offer price per +security for the retail offer? Answer this question if your response to Q3D.10 is “Yes”. An indicative offer price must be provided if your response to Q3D.10 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). |
- See chapter 19 for defined terms 5 June 2021
Page 12
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3D.10b | *How and when will the offer price for the retail offer be determined? Answer this question if your response to Q3D.10 is “No”. |
|
|---|---|---|
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
| Question No. |
Question | Answer |
|---|---|---|
| 3E.1a | *First day of trading halt The entity is required to announce the accelerated offer and give a completed Appendix 3B to ASX. If the accelerated offer is conditional on security holder approval or any other requirement, that condition must have been satisfied and the entity must have announced that fact to ASX. An entity should also consider the rights of convertible security holders to participate in the issue and what, if any, notice needs to be given to them in relation to the issue |
|
| 3E.1b | *Announcement date of accelerated offer | |
| 3E.2 | *Trading resumes on an ex-entitlement basis (ex date) For JUMBO, ANREO, AREO, SAREO, RAPIDs offers |
|
| 3E.3 | *Trading resumes on ex-rights basis For PAITREO offers only |
|
| 3E.4 | *Rights trading commences For PAITREO offers only |
|
| 3E.5 | *Date offer will be made to eligible institutional +security holders |
|
| 3E.6 | *Application closing date for institutional +security holders |
|
| 3E.7 | Institutional offer shortfall book build date For AREO, SAREO, RAPIDs, PAITREO offers |
|
| 3E.8 | *Announcement of results of institutional offer The announcement should be made before the resumption of trading following the trading halt. |
|
| 3E.9 | *+Record date Record date to identify security holders entitled to participate in the offer. Per Appendix 7A sections 4, 5 and 6 the record date must be at least 2 business days from the announcement date (day 0). |
|
| 3E.10 | Settlement date of new +securities issued under institutional entitlement offer If DvP settlement applies, provided the Appendix 2A is given to ASX before noon (Sydney time) this day, normal trading in the securities will apply on the next business day, and if DvP settlement does not apply on the business day after that. |
|
| 3E.11 | *+Issue date for institutional +security holders |
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3E.12 | *Normal trading of new +securities issued under institutional entitlement offer |
|
|---|---|---|
| 3E.13 | *Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable offers, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day. |
|
| 3E.14 | *Offer closing date for retail +security holders Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. |
|
| 3E.15 | *Last day to extend the retail offer closing date At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day. |
|
| 3E.16 | *Rights trading end date For PAITREO offers only |
|
| 3E.17 | *Trading in new +securities commences on a deferred settlement basis For PAITREO offers only The business day after rights trading end date |
|
| 3E.18 | [deleted] | |
| 3E.19 | Last day to announce results of retail offer, bookbuild for any shortfall (if applicable) Note this is the last day to announce results of retail offer for all offers except JUMBO and ANREO offers. |
|
| 3E.20 | Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) For all offers except JUMBO, ANREO |
|
| 3E.21 | *+Issue date for retail +security holders and last day for entity to announce results of retail offer Per Appendix 7A section 4, the issue date should be no more than 5 business days after the offer closes date. Per Appendix 7A sections 5 and 6, the issue date should be no more than 8 business days after the offer closes date. This is the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities. Deferred settlement trading (if applicable) will end at market close on this day. Note, this is the last day for entity to announce results of retail offer for JUMBO and ANREO offers only. |
- See chapter 19 for defined terms 5 June 2021
Page 14
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3E.22 | *Date trading starts on a normal T+2 basis For PAITREO offers only This is one business day after the issue date. |
|
|---|---|---|
| 3E.23 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis For PAITREO offers only This is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
Part 3F – Proposed entitlement offer – fees and expenses
| Part 3F – | Proposed entitlement offer – fees and | expenses |
|---|---|---|
| Question No. |
Question | Answer |
| 3F.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes |
| 3F.1a | *Who is the lead manager/broker? Answer this question if your response to Q3F.1 is “Yes”. |
Blue Ocean Equities Pty Limited |
| 3F.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q3F.1 is “Yes”. |
A management fee equivalent to 3% of the total proceeds raised under the Offer |
| 3F.2 | *Is the proposed offer to be underwritten? | Yes |
| 3F.2a | *Who are the underwriter(s)? Answer this question if your response to Q3F.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): If you are seeking to rely on listing rule 7.2 exception 2 to issue the securities without security holder approval under listing rule 7.1 and without using your placement capacity under listing rules 7.1 or 7.1A, you must include the details asked for in this and the next 3 questions. |
Blue Ocean Equities Pty Limited |
| 3F.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q3F.2 is “Yes”. |
Fully Underwritten |
| 3F.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q3F.2 is “Yes”. This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
a) A selling and underwriting fee equivalent to 3% of the underwriting shortfall placed under the Offer; and b) The Company agrees to issue the Lead Manager, or another intermediary as directed by the Lead Manager with 6 million options upon completion of the Offer expiring on 31 December 2022 with an exercise price of3.10 cents persecurity. |
- See chapter 19 for defined terms 5 June 2021
Page 15
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 3F.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q3F.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. |
Refer to Offer Booklet to be issued on 14/07/2021 |
|---|---|---|
| 3F.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q3F.2 is “Yes”. |
No |
| 3F.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: If you are seeking to rely on listing rule 10.12 exception 2 to issue the securities to the underwriter or sub-underwriter without security holder approval under listing rule 10.11, you must include the details asked for in this and the next 2 questions. If there is more than one party referred to in listing rule 10.11 acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 3F.2e(ii) | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. |
|
| 3F.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 3F.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
No |
| 3F.3a | *Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q3F.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 3F.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “dollar based”. |
$ |
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Appendix 3B Proposed issue of +securities
| 3F.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “percentage based”. |
% |
|---|---|---|
| 3F.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q3F.3 is “Yes”. |
|
| 3F.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
The Company agrees to reimburse the Lead Manager for all reasonable out-of-pocket expenses (including any applicable GST) incurred by the Lead Manager in connection with the Underwriting Agreement and the Offer (whether or not the Offer proceeds) including: a) reasonable legal fees of the Lead Manager on a solicitor and own client basis up to a maximum of $5,000 (plus GST); b) marketing and communication costs; c) printing, couriers, postage and other distribution costs; d) stamp duty, transfer taxes, withholding taxes or similar taxes payable in respect of the Underwriting Agreement; and e) travel and accommodation expenses. |
Part 3G – Proposed entitlement offer – further information
| Question No. |
Question | Answer |
|---|---|---|
| 3G.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below]Additional details:Refer to ASX announcement - Metgasco Entitlement Offer - released 06/07/21 |
| 3G.2 | *Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? |
No |
| 3G.2a | *Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements. Answer this question if your response to Q3G.2 is “Yes”. |
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Appendix 3B Proposed issue of +securities
| 3G.3 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
No |
|---|---|---|
| 3G.3a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q3G.3 is “Yes”. |
|
| 3G.4 | Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue For non-renounceable issues (including accelerated):The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). For renounceable issues (including accelerated):* The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them. It must also appoint a nominee to arrange for the sale of the entitlements that would have been given to those holders and to account to them for the net proceeds of the sale and advise each holder not given the entitlements that a nominee in Australia will arrange for sale of the entitlements and, if they are sold, for the net proceeds to be sent to the holder (listing rule 7.7.1(b) and (c)). |
United States, UK, Hong Kong and Singapore |
| 3G.5 | *Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities |
Yes |
| 3G.5a | *Please provide further details of the offer to eligible beneficiaries Answer this question if your response to Q3G.5 is “Yes”. If, for example, the entity intends to issue a notice to eligible nominees and custodians please indicate here where it may be found and/or when the entity expects to announce this information. You may enter a URL. |
Refer to Offer Booklet to be issued on 14/07/2021 |
| 3G.6 | URL on the entity's website where investors can download information about the proposed issue |
http://www.metgasco.com.au/ |
| 3G.7 | Any other information the entity wishes to provide about the proposed issue |
|
| 3G.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 |
- See chapter 19 for defined terms 5 June 2021
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Appendix 3B Proposed issue of +securities
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
| Question **No. ** |
Question | Question | Question | Answer | |
|---|---|---|---|---|---|
| 4A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 4A.1a | Conditions Answer these questions if your response to 4A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
Part 4B – Proposed offer under +securities purchase plan – offer details
| Question No. |
Question | Answer |
|---|---|---|
| 4B.1 | *Class or classes of +securities that will participate in the proposed offer (please enter both the ASX security code & description) If more than one class of security will participate in the securities purchase plan, make sure you clearly identify any different treatment between the classes. |
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Appendix 3B Proposed issue of +securities
| 4B.2 | *Class of +securities to be offered to them under the +securities purchase plan (please enter both the ASX security code & description) Only existing classes of securities may be offered in a securities purchase plan. A +security purchase plan is defined in Chapter 19 of the Listing Rules as a purchase plan, as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/54. The ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/54 is relevant for shares or interest that are in a class which is quoted on the financial market operated by ASX. Unquoted securities and securities that are not yet quoted on ASX do not fall within the definition of +security purchase plan, this has consequences for Listing Rules 7.2 exception 5 and 10.12 exception 4. Please ensure that you have received appropriate legal advice with regards to an offer that includes an offer of attaching securities. |
|
|---|---|---|
| 4B.2a | If the offer includes attaching +securities – please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan |
Yes or No |
| 4B.2b | If the offer includes attaching +securities – please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS |
Yes or No |
| 4B.3 | *Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted |
|
| 4B.4 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
Yes or No |
| 4B.4a | *Describe the minimum subscription condition Answer this question if your response to Q4B.4 is “Yes”. |
|
| 4B.5 | *Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? |
Yes or No |
| 4B.5a | *Describe the maximum subscription condition Answer this question if your response to Q4B.5 is “Yes”. |
|
| 4B.6 | *Will individual +security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes or No |
| 4B.6a | *Describe the minimum acceptance condition Answer this question if your response to Q4B.6 is “Yes”. |
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Appendix 3B Proposed issue of +securities
| 4B.7 | *Will individual +security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
Yes or No |
|---|---|---|
| 4B.7a | *Describe the maximum acceptance condition Answer this question if your response to Q4B.7 is “Yes”. |
|
| 4B.8 | *Describe all the applicable parcels available for this offer in number of securities or dollar value For example, the offer may allow eligible holders to subscribe for one of the following parcels: $2,500, $7,500, $10,000, $15,000, $20,000, $30,000. |
|
| 4B.9 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 4B.9a | *Describe the scale back arrangements Answer this question if your response to Q4B.9 is “Yes”. |
|
| 4B.10 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 4B.11 | *Has the offer price been determined? | Yes or No |
| 4B.11a | *What is the offer price per +security? Answer this question if your response to Q4B.11 is “Yes” using the currency specified in your answer to Q4B.9. |
|
| 4B.11b | *How and when will the offer price be determined? Answer this question if your response to Q4B.11 is “No”. |
Part 4C – Proposed offer under +securities purchase plan – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 4C.1 | *Date of announcement of +security purchase plan The announcement of the security purchase plan must preferably be made prior to the commencement of trading on the announcement date but ASX will accept announcements after this time. |
|
| 4C.2 | *+Record date This is the date to identify security holders who may participate in the security purchase plan. Per Appendix 7A section 12 of the Listing Rules, this day is one business day before the entity announces the security purchase plan. Note: the fact that an entity's securities may be in a trading halt or otherwise suspended from trading on this day does not affect this date being the date for identifying which security holders may participate in the security purchase plan. |
|
| 4C.3 | *Date on which offer documents will be made available to investors |
|
| 4C.4 | *Offer open date |
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5 June 2021
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Appendix 3B Proposed issue of +securities
| 4C.5 | *Offer closing date | |
|---|---|---|
| 4C.6 | [deleted] | |
| 4C.7 | *+Issue date and last day for entity to announce results of +security purchase plan offer Per Appendix 7A section 12 of the Listing Rules, the last day for the entity to issue the securities purchased under the plan is no more than 5 business days after the closing date. The entity should lodge an Appendix 2A with ASX applying for quotation of the securities before noon Sydney time on this day |
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 4D.1 | *Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). Listing rule 7.2 exception 5 can only be used once in any 12 month period and only applies where: • the +security purchase plan satisfies the conditions in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 or would otherwise satisfy those conditions but for the fact that the entity’s securities have been suspended from trading on ASX for more than a total of 5 days during the 12 months before the day on which the offer is made under the plan or, if the securities have been quoted on ASX for less than 12 months, during the period of quotation; • the number of +securities to be issued under the SPP must not be greater than 30% of the number of fully paid +ordinary securities already on issue; and • the issue price of the +securities must be at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made. Please note that the offer of securities under the plan also will not meet the requirements of listing rule 10.12 exception 4, meaning that parties referred to in listing rule 10.11.1 to 10.11.5 will need to obtain security holder approval under listing rule 10.11 to participate in the offer. |
Yes or No |
| 4D.1a | *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? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”. |
Yes or No |
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Appendix 3B Proposed issue of +securities
| 4D.1a(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? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1a is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
|---|---|---|
| 4D.1b | *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)? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”. |
Yes or No |
| 4D.1b(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? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
| Question No. |
Question | Answer |
|---|---|---|
| 4E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes or No |
| 4E.1a | *Who is the lead manager/broker? Answer this question if your response to Q4E.1 is “Yes”. |
|
| 4E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q4E.1 is “Yes”. |
|
| 4E.2 | *Is the proposed offer to be underwritten? | Yes or No |
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Appendix 3B Proposed issue of +securities
| 4E.2a | *Who are the underwriter(s)? Answer this question if your response to Q4E.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): listing rule 7.2 exception 5 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. The issue will require security holder approval under listing rule 7.1 if you do not have the available placement capacity under listing rules 7.1 and/or 7.1A to cover the issue. Likewise, listing rule 10.12 exception 4 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. If a party referred to in listing rule 10.11 is underwriting the proposed offer, this will require security holder approval under listing rule 10.11. |
|
|---|---|---|
| 4E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q4E.2 is “Yes”. |
|
| 4E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q4E.2 is “Yes”. This information includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
|
| 4E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q4E.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. |
|
| 4E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q4E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. Listing rule 10.12 exception 4 does not extend to an issue of securities to an underwriter or sub-underwriter of an SPP. |
Yes or No |
| 4E.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 4E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. |
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Appendix 3B Proposed issue of +securities
| 4E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
|---|---|---|
| 4E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
Yes or No |
| 4E.3a | *Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q4E.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 4E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is “Yes” and your response to Q4E.3a is “dollar based”. |
$ |
| 4E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is “Yes” and your response to Q4E.3a is “percentage based”. |
% |
| 4E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q4E.3 is “Yes”. |
|
| 4E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
Part 4F – Proposed offer under +securities purchase plan – further information
| Question No. |
Question | Answer |
|---|---|---|
| 4F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 4F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
Yes or No |
- See chapter 19 for defined terms
5 June 2021
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Appendix 3B Proposed issue of +securities
| 4F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q4F.2 is “Yes”. |
|
|---|---|---|
| 4F.3 | Countries in which the entity has +security holders who will not be eligible to participate in the proposed offer |
|
| 4F.4 | *URL on the entity's website where investors can download information about the proposed offer |
|
| 4F.5 | Any other information the entity wishes to provide about the proposed offer |
Part 5 – Details of proposed non-pro rata offer under a +disclosure document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A – 5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS – conditions
| conditions | conditions | conditions | |||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 5A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 5A.1a | Conditions Answer these questions if your response to 5A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval |
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Appendix 3B Proposed issue of +securities
Lodgement of court order with +ASIC ACCC approval FIRB approval Other (please specify in comment section)
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS – offer details
| offer details | ||
|---|---|---|
| Question No. |
Question | Answer |
| 5B.1 | *Class of +securities to be offered under the +disclosure document or +PDS (please enter both the ASX security code & description) |
|
| 5B.2 | *The number of +securities to be offered under the +disclosure document or +PDS If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
|
| 5B.3 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
Yes or No |
| 5B.3a | *Describe the minimum subscription condition Answer this question if your response to Q5B.3 is “Yes”. |
|
| 5B.4 | *Will the entity be entitled to accept over- subscriptions? |
Yes or No |
| 5B.4a | *Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q5B.4 is “Yes”. |
|
| 5B.5 | *Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes or No |
| 5B.5a | *Describe the minimum acceptance condition Answer this question if your response to Q5B.5 is “Yes”. |
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Appendix 3B Proposed issue of +securities
| 5B.6 | *Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
Yes or No |
|---|---|---|
| 5B.6a | *Describe the maximum acceptance condition Answer this question if your response to Q5B.6 is “Yes”. |
|
| 5B.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 5B.7a | *Describe the scale back arrangements Answer this question if your response to Q5B.7 is “Yes”. |
|
| 5B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
| 5B.9 | *Has the offer price been determined? | Yes or No |
| 5B.9a | *What is the offer price per +security? Answer this question if your response to Q5B.9 is “Yes” using the currency specified in your answer to Q5B.8. |
|
| 5B.9b | *How and when will the offer price be determined? Answer this question if your response to Q5B.9 is “No”. |
|
| 5B.9c | *Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q5B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
Yes or No |
| 5B.9d | *Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q5B.9 is “No” and your response to Q5B.9c is “Yes”. |
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS – timetable
| timetable | ||
|---|---|---|
| Question No. |
Question | Answer |
| 5C.1 | *Lodgement date of +disclosure document or +PDS with ASIC Note: If the securities are to be quoted on ASX, you must lodge an Appendix 2A Application for Quotation of Securities with ASX within 7 days of this date. |
|
| 5C.2 | *Date when +disclosure document or +PDS and acceptance forms will be made available to investors |
|
| 5C.3 | *Offer open date |
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Appendix 3B Proposed issue of +securities
| 5C.4 | *Closing date for receipt of acceptances | |
|---|---|---|
| 5C.5 | [deleted] | |
| 5C.6 | *Proposed +issue date |
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS – listing rule requirements
| listing rule requirements | ||
|---|---|---|
| Question No. |
Question | Answer |
| 5D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
Yes or No |
| 5D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “Yes”. |
|
| 5D.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? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”. |
Yes or No |
| 5D.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? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
| 5D.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)? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”. |
Yes or No |
- See chapter 19 for defined terms 5 June 2021
Page 29
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 5D.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? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
|
|---|---|---|
| 5D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? |
Yes or No |
Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees and expenses
| and expenses | ||
|---|---|---|
| Question No. |
Question | Answer |
| 5E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes or No |
| 5E.1a | *Who is the lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”. |
|
| 5E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”. |
|
| 5E.2 | *Is the proposed offer to be underwritten? | Yes or No |
| 5E.2a | *Who are the underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”. |
|
| 5E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q5E.2 is “Yes”. |
|
| 5E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the offer. |
|
| 5E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q5E.2 is “Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform. |
- See chapter 19 for defined terms 5 June 2021
Page 30
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 5E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q5E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
|---|---|---|
| 5E.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 5E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. |
|
| 5E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 5E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
Yes or No |
| 5E.3a | * Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q5E.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 5E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “dollar based”. |
$ |
| 5E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “percentage based”. |
% |
| 5E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q5E.3 is “Yes”. |
|
| 5E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
- See chapter 19 for defined terms 5 June 2021
Page 31
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS – further information
| further information | ||
|---|---|---|
| Question No. |
Question | Answer |
| 5F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 5F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
Yes or No |
| 5F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q5F.2 is “Yes”. |
|
| 5F.3 | *Please explain the entity’s allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority |
|
| 5F.4 | *URL on the entity’s website where investors can download the +disclosure document or +PDS |
|
| 5F.5 | Any other information the entity wishes to provide about the proposed offer |
- See chapter 19 for defined terms 5 June 2021
Page 32
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6 – Details of proposed non-pro rata offer to wholesale investors under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information memorandum – conditions
| memorandum – conditions | memorandum – conditions | memorandum – conditions | |||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 6A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer to wholesale investors under an information memorandum can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 6A.1a | Conditions Answer these questions if your response to 6A.1 is “Yes” |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
- See chapter 19 for defined terms 5 June 2021
Page 33
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information memorandum – offer details
| memorandum – offer details | ||
|---|---|---|
| Question No. |
Question | Answer |
| 6B.1 | *Class of +securities to be offered under the +information memorandum (please enter both the ASX security code & description) |
|
| 6B.2 | *The number of +securities to be offered under the +information memorandum If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
|
| 6B.3 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
Yes or No |
| 6B.3a | *Describe the minimum subscription condition Answer this question if your response to Q6B.3 is “Yes”. |
|
| 6B.4 | *Will the entity be entitled to accept over- subscriptions? |
Yes or No |
| 6B.4a | *Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q6B.4 is “Yes”. |
|
| 6B.5 | *Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes or No |
| 6B.5a | *Describe the minimum acceptance condition Answer this question if your response to Q6B.5 is “Yes”. |
|
| 6B.6 | *Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
Yes or No |
| 6B.6a | *Describe the maximum acceptance condition Answer this question if your response to Q6B.6 is “Yes”. |
|
| 6B.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes or No |
| 6B.7a | *Describe the scale back arrangements Answer this question if your response to Q6B.7 is “Yes”. |
- See chapter 19 for defined terms
5 June 2021
Page 34
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 6B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
|
|---|---|---|
| 6B.9 | *Has the offer price been determined? | Yes or No |
| 6B.9a | *What is the offer price per +security? Answer this question if your response to Q6B.9 is “Yes” using the currency specified in your answer to Q6B.8. |
|
| 6B.9b | *How and when will the offer price be determined? Answer this question if your response to Q6B.9 is “No”. |
|
| 6B.9c | *Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q6B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
Yes or No |
| 6B.9d | *Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q6B.9 is “No” and your response to Q6B.9c is “Yes”. |
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information memorandum – timetable
| memorandum – timetable | ||
|---|---|---|
| Question No. |
Question | Answer |
| 6C.1 | *Expected date of +information memorandum |
|
| 6C.2 | *Date when +information memorandum and acceptance forms will be made available to investors |
|
| 6C.3 | *Offer open date | |
| 6C.4 | *Closing date for receipt of acceptances | |
| 6C.5 | [deleted] | |
| 6C.6 | *Proposed +Issue date |
- See chapter 19 for defined terms 5 June 2021
Page 35
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information memorandum – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 6D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
Yes or No |
| 6D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “Yes”. |
|
| 6D.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? Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “No”. |
Yes or No |
| 6D.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? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
| 6D.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)? Answer this question if the issuer is an ASX Listing your response to Q6D.1 is “No”. |
Yes or No |
| 6D.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? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
|
| 6D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? |
Yes or No |
- See chapter 19 for defined terms 5 June 2021
Page 36
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information memorandum – fees and expenses
| memorandum – fees and expenses | ||
|---|---|---|
| Question No. |
Question | Answer |
| 6E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes or No |
| 6E.1a | *Who is the lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”. |
|
| 6E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”. |
|
| 6E.2 | *Is the proposed offer to be underwritten? | Yes or No |
| 6E.2a | *Who are the underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. |
|
| 6E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q6E.2 is Yes |
|
| 6E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
|
| 6E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q6E.2 is "Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform. |
|
| 6E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing and your response to Q6E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
| 6E.2e(i) | *What is the name of that party? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions |
- See chapter 19 for defined terms 5 June 2021
Page 37
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 6E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q6E.2e is “Yes”. |
|
|---|---|---|
| 6E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 6E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
Yes or No |
| 6E.3a | * Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q6E.3 is “Yes”. |
Dollar based ($) or percentage based (%) |
| 6E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “dollar based”. |
$ |
| 6E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “percentage based”. |
% |
| 6E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q6E.3 is “Yes”. |
|
| 6E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
- See chapter 19 for defined terms 5 June 2021
Page 38
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information memorandum – further information
| memorandum – further information | ||
|---|---|---|
| Question No. |
Question | Answer |
| 6F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 6F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
Yes or No |
| 6F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q6F.2 is “Yes”. |
|
| 6F.3 | *Please explain the entity’s allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority |
|
| 6F.4 | *URL on the entity’s website where wholesale investors can download the +information memorandum |
|
| 6F.5 | Any other information the entity wishes to provide about the proposed offer |
- See chapter 19 for defined terms 5 June 2021
Page 39
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
| Question No. |
Question | Question | Question | Answer | |
|---|---|---|---|---|---|
| 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? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
Yes or No | |||
| 7A.1a | Conditions Answer these questions if your response to 7A.1 is “Yes”. |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please answer “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
|||||
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
Part 7B – Details of proposed placement or other issue - issue details
| Question No. |
Question | Answer |
|---|---|---|
| 7B.1 | *Class of +securities to be offered under the placement or other issue (please enter both the ASX security code & description) |
- See chapter 19 for defined terms 5 June 2021
Page 40
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 7B.2 | Number of +securities proposed to be issued If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
|
|---|---|---|
| 7B.3 | *Are the +securities proposed to be issued being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”. |
Yes or No |
| 7B.3a | *In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q7B.3 is “Yes”. |
|
| 7B.3b | *What is the issue price per +security Answer this question if your response to Q7B.3 is “Yes” and by reference to the issue currency provided in your response to Q7B.3a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q7B.3 as “No” and complete Q7B.3d. |
|
| 7B.3c | AUD equivalent to issue price amount per +security Answer this question if the currency is non-AUD |
|
| 7B.3d | Please describe the consideration being provided for the +securities Answer this question if your response to Q7B.3 is “No”. |
|
| 7B.3e | Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Answer this question if your response to Q7B.1 is “No”. |
Part 7C – Proposed placement or other issue – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 7C.1 | *Proposed +issue date |
- See chapter 19 for defined terms 5 June 2021
Page 41
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 7D – Proposed placement or other issue – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 7D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
Yes or No |
| 7D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “Yes”. |
|
| 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? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”. |
Yes or No |
| 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? Answer this question the issuer is an ASX Listing, your response to Q7D.1 is “No” and if your response to Q7D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
|
| 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)? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”. |
Yes or No |
| 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? Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
- See chapter 19 for defined terms 5 June 2021
Page 42
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 7D.1c(ii) | *Please explain why the entity has chosen to do a placement or other issue 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 Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”. |
|
|---|---|---|
| 7D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? Answer this question if the issuer is an ASX Listing. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
| 7D.3 | *Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? Note: the entity should not apply for quotation of restricted securities |
Yes or No |
| 7D.3a | *Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities Answer this question if your response to Q7D.3 is “Yes”. |
|
| 7D.4 | *Will any of the +securities to be issued be subject to +voluntary escrow? |
Yes or No |
| 7D.4a | *Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow Answer this question if your response to Q7D.4 is “Yes”. |
Part 7E – Proposed placement or other issue – fees and expenses
| Question No. |
Question | Answer |
|---|---|---|
| 7E.1 | *Will there be a lead manager or broker to the proposed issue? |
Yes or No |
| 7E.1a | *Who is the lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”. |
|
| 7E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”. |
|
| 7E.2 | *Is the proposed issue to be underwritten? | Yes or No |
| 7E.2a | *Who are the underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”. |
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Appendix 3B Proposed issue of +securities
| 7E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the issue that is underwritten)? Answer this question if your response to Q7E.2 is “Yes”. |
|
|---|---|---|
| 7E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
|
| 7E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q7E.2 is “Yes”. Note: You may cross-refer to a covering announcement or to a separate annexure with this information. |
|
| 7E.3 | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q7E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
Yes or No |
| 7E.3a | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. |
|
| 7E.3b | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. |
|
| 7E.3c | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
|
| 7E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue |
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Appendix 3B Proposed issue of +securities
Part 7F – Proposed placement or other issue – further information
| Question No. |
Question | Answer |
|---|---|---|
| 7F.1 | *The purpose(s) for which the entity is issuing the securities You may select one or more of the items in the list. |
☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: |
| 7F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? |
Yes or No |
| 7F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue proceeds Answer this question if your response to Q7F.2 is “Yes”. |
|
| 7F.3 | Any other information the entity wishes to provide about the proposed issue |
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
| Question No. |
Question | Answer |
|---|---|---|
| 8A.1 | *The +securities proposed to be issued are: Tick whichever is applicable Note: SPP offers must select “existing quoted class” |
☒Additional +securities in a class that isalready quoted on ASX ("existing quoted class") ☐Additional +securities in a class that is not currently quoted, and not intended to be quoted, on ASX ("existing unquoted class") ☒New +securities in a class that is not yetquoted, but is intended to be quoted, on ASX ("new quoted class") ☐New +securities in a class that is notquoted, and not intended to be quoted, on ASX ("new unquoted class") |
| 8A.2 | *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: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, “An accelerated offer”, “A non-pro rata offer to wholesale investors under an information memorandum” or “A placement or other type of issue” and your response to Q8A.1 is “existing quoted class” or “new quoted class”. Note: Under Appendix 2A of the Listing Rules, when the entity applies for quotation of the securities proposed to be issued, it gives a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of securities and other financial products and consult your legal adviser. |
☐The publication of a +disclosuredocument or +PDS for the +securities proposed to be issued ☐The publication of a cleansing noticeunder section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) ☐The publication of a +disclosuredocument or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11) ☐An applicable ASIC instrument or classorder ☐Not applicable – the entity hasarrangements in place with the holder that ensure the securities cannot be on- sold within 12 months in a manner that would breach section 707(3) or 1012C(6) Note: Absent relief from ASIC, a listed entity can only issue a cleansing notice where trading in the relevant securities has not been suspended for more than 5 days during the shorter of: (a) the period during which the class of securities are quoted; and (b) the period of 12 months before the date on which the relevant securities were issued. |
Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity is taken to have applied 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, the entity will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
- See chapter 19 for defined terms 5 June 2021
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This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
| Question No. |
Question | Answer |
|---|---|---|
| 8B.1 | *ASX security code & description | MEL : ORDINARY FULLY PAID |
| 8B.1a | ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs) |
|
| 8B.2a | *Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? |
Yes |
| 8B.2b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8B.2a is “No”. |
Yes or No |
| 8B.2c | *Provide the actual non-ranking end date Answer this question if your response to Q8B.2a is “No” and your response to Q8B.2b is “Yes”. |
|
| 8B.2d | *Provide the estimated non-ranking end period Answer this question if your response to Q8B.2a is “No” and your response to Q8B.2b is “No”. |
|
| 8B.2e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q8B.2a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment or they may not be entitled to participate in some other event, such as an entitlement issue. |
Part 8C – details of +securities proposed to be issued (new quoted class or new unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
| Question No. |
Question | Answer |
|---|---|---|
| 8C.1 | *+Security description The ASX security code for this security will be confirmed by ASX in due course. |
New class-code to be confirmed Listed Options |
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Appendix 3B Proposed issue of +securities
| 8C.2 | *Security type Select one item from the list. Please select the most appropriate security type from the list. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities” (tradeable securities); or “Wholesale debt securities” (non-tradeable). Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. |
☐Ordinary fully or partly paid shares/units☒Options☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Wholesale debt securities ☐Other |
|---|---|---|
| 8C.3 | ISIN code Answer this question if you are an entity incorporated outside Australia and you are proposing to issue a new class of securities other than CDIs. See also the note at the top of this form. |
|
| 8C.3a | ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs) |
|
| 8C.4a | *Will all the +securities proposed to be issued in this class rank equally in all respects from the issue date? |
Yes |
| 8C.4b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8C.4a is “No”. |
Yes or No |
| 8C.4c | *Provide the actual non-ranking end date Answer this question if your response to Q8C.5a is “No” and your response to Q8C.4b is “Yes”. |
|
| 8C.4d | *Provide the estimated non-ranking end period Answer this question if your response to Q8C.4a is “No” and your response to Q8C.4b is “No”. |
|
| 8C.4e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q8C.4a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
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Appendix 3B Proposed issue of +securities
| 8C.5 | Please attach a document or 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. You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. |
Material terms to be detailed in prospectus, issuance is expected to occur during July 2021. |
|---|---|---|
| 8C.6 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. |
No |
| 8C.7a | Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 8C.2. |
|
| *+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. |
||
| *Will there be CDIs issued over the +securities? |
No | |
| *CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). |
X:Y | |
| *Is it a partly paid class of +security? | No | |
| *Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD). |
X:Y | |
| *Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. |
No | |
| 8C.7b | Option details Answer the questions in this section if you selected this security type in your response to Question Q8C.2. |
|
| *+Security currency This is the currency in which the exercise price is payable. |
AUD |
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Appendix 3B Proposed issue of +securities
| *Exercise price The price at which each option can be exercised and convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). |
0.031 | |
|---|---|---|
| *Expiry date The date on which the options expire or terminate. |
31/12/22 | |
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”. |
MEL : ORDINARY FULLY PAID | |
| 8C.7c | Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question Q8C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
|
| *Type of +security Select one item from the list |
☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other |
|
| *+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. |
||
| *Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). |
||
| *Interest or dividend rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities Note, this and the following questions also refer to dividend rates and payments, as would be relevant to preference securities. |
☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other |
|
| *Frequency of coupon/interest/dividend payments per year Select one item from the list. |
☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other |
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Appendix 3B Proposed issue of +securities
| *First interest/dividend payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments |
||
|---|---|---|
| *Interest/dividend rate per annum Answer this question if the interest rate type is fixed. |
% p.a. | |
| *Is the interest/dividend rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
Yes or No | |
| *If the interest/dividend rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
||
| *Does the interest/dividend rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed. |
Yes or No | |
| *What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
||
| *Does the interest/dividend rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed. |
Yes or No | |
| *What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. |
% p.a. | |
| *Is the margin estimated at this time? Answer this question if the interest rate type is floating or indexed. |
Yes or No | |
| *If the margin is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
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Appendix 3B Proposed issue of +securities
| *S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security |
☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable |
|
|---|---|---|
| *Is the +security perpetual (i.e. no maturity date)? |
Yes or No | |
| *Maturity date Answer this question if the security is not perpetual |
||
| *Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities. |
☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above |
|
| *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? |
Yes or No | |
| *If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”. |
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Appendix 3B Proposed issue of +securities
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest) Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”. |
||
|---|---|---|
| 8C.7d | Details of wholesale debt securities Answer the questions in this section if you selected this security type in your response to Question Q8C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
|
| CFI | ||
| FISN | ||
| *+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. |
||
| Total principal amount of class | ||
| Face value This is the offer / issue price or value at which the security was offered on issue. |
||
| Number of +securities This should be the total principal amount of class divided by the face value |
||
| *Interest rate type Select the appropriate interest rate type per the terms of the security. |
☐Fixed rate ☐Floating rate ☐Fixed to floating ☐Floating to fixed |
|
| *Frequency of coupon/interest payments per year Select one item from the list. The number of interest payments to be made per year for a wholesale debt security. |
☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No payments |
|
| *First interest payment date A response is not required if you have selected “No payments” in response to the question above on the frequency of coupon/interest payments. |
||
| *Interest rate per annum A response is not required if you have selected “No payments” in response to the question above on the frequency of coupon/interest payments.The rate represents the total rate for the first payment period which may include a reference or base rate plus a margin rate and other adjustment factors where applicable, stated on a per annum basis. If the rate is only an estimate at this time please enter an indicative rate and provide the actual rate once it has become available. |
% |
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Appendix 3B Proposed issue of +securities
| *Maturity date The date on which the security matures. |
||
|---|---|---|
| Class type description | ||
| *S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security |
☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable |
Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21
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