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NOVIQTECH LIMITED — Capital/Financing Update 2021
May 18, 2021
65456_rns_2021-05-18_8cb58ef3-2d64-4e2f-acc5-92ac3f31211d.pdf
Capital/Financing Update
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Proposed issue of securities
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Announcement Summary
Entity name
TYMLEZ GROUP LIMITED
Announcement Type
New announcement
Date of this announcement
Wednesday May 19, 2021
The Proposed issue is:
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A standard pro rata issue (including non-renounceable or renounceable)
Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)
ASX +security code +Security description
Maximum Number of +securities to be issued
TYM ORDINARY FULLY PAID 584,073,742
Ex date
Thursday May 27, 2021
+Record date
Friday May 28, 2021
Offer closing date
Tuesday June 15, 2021
Issue date
Friday June 18, 2021
Refer to next page for full details of the announcement
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Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
TYMLEZ GROUP LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
1.2 Registered Number Type
Registration Number
ACN 622817421
1.3 ASX issuer code
TYM
1.4 The announcement is
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New announcement
1.5 Date of this announcement
Wednesday May 19, 2021
1.6 The Proposed issue is:
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A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
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- Renounceable
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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity
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No
Part 3B - Offer details
Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued
ASX +security code and description
TYM : ORDINARY FULLY PAID
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class
Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No Yes
Details of +securities proposed to be issued
ASX +security code and description
TYM : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
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The quantity of additional +securities For a given quantity of +securities to be issued held 2 1 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 584,073,742 whole number
Offer price details for retail security holders
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.01000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?
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Yes
Describe the limits on over-subscription
Eligible Shareholders who have taken up their Entitlements in full and wish to subscribe for New Shares above their Entitlement are invited to apply for Shortfall Shares under the Shortfall Offer. The Company reserves the right to issue an Eligible Shareholder a lesser number of Shortfall Shares than applied for or no Shortfall Shares at all.
Will a scale back be applied if the offer is over-subscribed?
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Yes
Describe the scale back arrangements
If applications for Shortfall Shares are received that would result in oversubscription, then the Company will not accept such oversubscriptions and will allocate Shortfall Shares (in consultation with the Lead Manager). The Company will not allocate Shortfall Shares to the extent that an applicant's voting power in the Company would, together with that applicant's associates, exceed the takeover thresholds in the Corporations Act, subject to certain exceptions permitted by law.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
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Yes
Details of company options where holders entitled to participate in the offer
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ASX +security code and description
TYMO : OPTION EXPIRING 31-DEC-2023
Date Option must be exercised by
Friday May 28, 2021
Part 3C - Timetable
3C.1 +Record date
Friday May 28, 2021
3C.2 Ex date
Thursday May 27, 2021
3C.3 Date rights trading commences
Thursday May 27, 2021
3C.4 Record date
Friday May 28, 2021
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Wednesday June 2, 2021
3C.6 Offer closing date
Tuesday June 15, 2021
3C.7 Last day to extend the offer closing date
Wednesday June 9, 2021
3C.8 Date rights trading ends
Monday June 7, 2021
3C.9 Trading in new +securities commences on a deferred settlement basis Tuesday June 8, 2021
3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors
Wednesday June 16, 2021
3C.11 +Issue date
Friday June 18, 2021
3C.12 Date trading starts on a normal T+2 basis
Monday June 21, 2021
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3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
Wednesday June 23, 2021
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? Yes
3E.1a Who is the lead manager/broker?
Sequoia Corporate Finance Pty Ltd
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
6% of funds raised under the Offer and the Shortfall Offer and 3,000,000 Options with an exercise price of 150% of the price at which the New Shares are issued and exercisable by no later than 5pm (AEDT) on 31 December 2023 3E.2 Is the proposed offer to be underwritten? No
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Please see section 6.1 of the Entitlement Issue Offer Document.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue
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3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes
3F.5a Please provide further details of the offer to eligible beneficiaries
Shareholders resident in Australia holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up any Entitlement under the Offer does not breach regulations in the relevant overseas jurisdictions. The return of a duly completed Entitlement and Acceptance form or the payment of the Application Monies will be taken by the Company to constitute a representation that there has been no breach of those regulations.
3F.6 URL on the entity's website where investors can download information about the proposed issue
3F.7 Any other information the entity wishes to provide about the proposed issue
3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No
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