AI assistant
ORA BANDA MINING LTD — Capital/Financing Update 2020
Jul 6, 2020
65475_rns_2020-07-06_efc46a5a-03bc-4f0e-9150-00fe6ac278be.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
This appendix is available as an online form Only use this form if the online version is not available
Appendix 3B Proposed issue of +securities
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. Similarly, if you are an entity incorporated outside Australia, the +securities proposed to be issued are in an existing class of +security but the event timetable includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN code for the rights and/or the deferred settlement +securities. 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.
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 |
ORA BANDA MINING 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 69 100 038 266 |
| 1.3 | *ASX issuer code | OBM |
| 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 Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. |
To update the number of shares split between Tranche 1 and Tranche 2 in the Placement which is subject to Shareholder approval. No other changes to the Appendix 3B lodged on 3 July 2020. Refer section 7A.1 of this form. |
| 1.4b | *Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. |
3 July 2020 |
- See chapter 19 for defined terms
31 January 2020
Page 1
| 1.4c | *Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
|
|---|---|---|
| 1.4d | *Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
|
| 1.5 | *Date of this announcement | 7 July 2020 |
| 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 listing adviser if you are unsure. |
☐A +bonus issue_(complete Parts 2 and 8) ☐A standard +pro rata issue (non-renounceable or renounceable)(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 |
☐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 |
☒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) |
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.
NOT APPLICABLE
- See chapter 19 for defined terms 31 January 2020
Page 2
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 | Answer |
|---|---|---|---|---|---|
| 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. 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”. Select the applicable approval(s) from the list. More than one approval can be selected. The “date for determination” is the date that you expect to know if the approval is given (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/ condition Type |
*Date for determination |
*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. Please advise before+business day 0 of the relevant Appendix 7A entitlement offer timetable. |
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
31 January 2020
Page 3
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. |
OBM : 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) |
OBM : 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”). |
1 for 9 |
| 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 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 |
| 3B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
65,587,219 |
| 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”. |
Eligible Shareholders may apply for Shortfall Shares by completing the relevant section of their Entitlement and Acceptance Form. |
| 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”. |
The Company reserves the right to issue to an Applicant a lesser number of Shortfall Shares than the number applied for, reject an Application or not proceed with the issuing of the Shortfall Shares or part thereof in its absolute discretion. The Company reserves the right to apply a cap on the number of Shortfall Shares that may be issued to any Applicant. |
| 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 31 January 2020
Page 4
| 3B.9 | *Has the offer price been determined? | Yes |
|---|---|---|
| 3B.9a | *What is the offer price per +security? Answer this question if your response to Q3B.9 is “Yes” using the currency specified in your answer to Q3B.8. |
AUD 0.23 |
| 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) |
|
| 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. |
|
| 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 12pm Sydney time that the offer documents have been sent or will have been sent by the end of the day. |
|
| 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. |
|
| 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. |
|
| 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. |
- See chapter 19 for defined terms
31 January 2020
Page 5
| 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 |
|
|---|---|---|
| 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 No more than 3 business days after the offer closing date |
|
| 3C.11 | *Issue date 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. |
|
| 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. |
|
| 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). |
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 |
| 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”). |
for |
- See chapter 19 for defined terms
31 January 2020
Page 6
| 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 |
| 3D.9a | *What is the offer price per +security for the institutional offer? Answer this question if your response to Q3D.9 is “Yes” using the currency specified in your answer to Q3D.8. |
|
| 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 Q5B.9c is “Yes”. |
- See chapter 19 for defined terms
31 January 2020
Page 7
| 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” using the currency specified in your answer to Q3B.8. |
|
| 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 |
Friday July 3, 2020 |
| 3E.1b | *Announcement date of accelerated offer | Friday July 3, 2020 |
| 3E.2 | *Trading resumes on an ex-entitlement basis (ex date) For JUMBO, ANREO, AREO, SAREO, RAPIDs offers |
Tuesday July 7, 2020 |
| 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 |
Friday July 3, 2020 |
| 3E.6 | *Application closing date for institutional +security holders |
Monday July 6, 2020 |
| 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. |
Tuesday July 7, 2020 |
| 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). |
Tuesday July 7, 2020 |
- See chapter 19 for defined terms 31 January 2020
Page 8
| 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. |
Tuesday July 14, 2020 |
|---|---|---|
| 3E.11 | *+Issue date for institutional +security holders |
Wednesday July 15, 2020 |
| 3E.12 | *Normal trading of new +securities issued under institutional entitlement offer |
Wednesday July 15, 2020 |
| 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 12pm Sydney time that the offer documents have been sent or will have been sent by the end of the day. |
Friday July 10, 2020 |
| 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. |
Friday July 24, 2020 |
| 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. |
Tuesday July 21, 2020 |
| 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 | *Entity announces results of the retail offer to ASX, including the number and percentage of +securities taken up by existing retail +security holders |
Wednesday July 29, 2020 |
| 3E.19 | *Bookbuild for any shortfall (if applicable) For all offers except JUMBO, ANREO |
|
| 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 |
- See chapter 19 for defined terms 31 January 2020
Page 9
| 3E.21 | *+Issue date for retail +security holders Per Appendix 7A section 2 and section 3, the issue date should be no more than 5 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 will end at market close on this day. |
Friday July 31, 2020 |
|---|---|---|
| 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”. |
Hartleys 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”. |
Hartleys will be remunerated by the Company for providing services in relation to the Entitlement Offer and Placement by the Company paying the Underwriter: (i) a fee of 6% of the proceeds received under the Institutional Entitlement Offer (2% management fee and 4% distribution fee) on the Institutional Settlement Date; (ii) a fee of 6% of the proceeds received under the Retail Entitlement Offer (2% management fee and 4% distribution fee) on the Retail Settlement Date, with the exception of funds subscribed by Hawke’s Point, for which only the 2% management fee will apply. The Company will also reimburse the Underwriter for all disbursements and expenses arising or relating to its role as Lead Manager and the Underwriter will seek approval from the Company before incurring any single expense greater than $2,000. |
| 3F.2 | *Is the proposed offer to be underwritten? | Yes |
- See chapter 19 for defined terms 31 January 2020
Page 10
| 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. |
Hartleys 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”. |
The Retail Entitlement Offer is 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. |
Hartleys will be remunerated by the Company for providing services in relation to the Entitlement Offer and Placement by the Company paying the Underwriter: (i) a fee of 6% of the proceeds received under the Institutional Entitlement Offer (2% management fee and 4% distribution fee) on the Institutional Settlement Date; (ii) a fee of 6% of the proceeds received under the Retail Entitlement Offer (2% management fee and 4% distribution fee) on the Retail Settlement Date, with the exception of funds subscribed by Hawke’s Point, for which only the 2% management fee will apply. The Company will also reimburse the Underwriter for all disbursements and expenses arising or relating to its role as Lead Manager and the Underwriter will seek approval from the Company before incurring any single expense greater than $2,000. |
| 3F.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q3F.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. |
Termination events are included in the Offer Document lodged with ASX today. Termination events include but are not limited to (i) the ASX/S&P 200 Index falling to a level that is 87.5 per cent or less of its level as at market close on the business day immediately before this announcement, (ii) the A$ sales price of a troy ounce of gold falls to a level that is 87.5 per cent or less of the level fixed by the London Bullion Market Association Market Makers (or such other members as the parties agree from time to time) at or about 3.00 pm (London time) on the Business Day immediately prior to the date of the Underwriting Agreement and (iii) the Placement or the Entitlement Offer is withdrawn by the Company, or the Placement or the Entitlement Offer fails to proceed, without the prior written consent of the Underwriter. |
| 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 |
- See chapter 19 for defined terms 31 January 2020
Page 11
| 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”. |
$ |
| 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 |
N/A |
- See chapter 19 for defined terms 31 January 2020
Page 12
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: To provide the funding to meet the capital costs and working capital requirements for the recommencement of production at Davyhurst. |
| 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”. |
|
| 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)). |
Austria, China, Hong Kong, India, Papua New Guinea, Philippines, Portugal, Singapore, South Africa, Switzerland, United Arab Emirates, UK and USA. |
- See chapter 19 for defined terms 31 January 2020
Page 13
| 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. |
Persons acting as nominees or custodians for other persons must not take up Entitlements on behalf of, or send any documents related to the Entitlement Offer to, any persons in the United States or elsewhere outside Australia or New Zealand except (i) to beneficial Ineligible Institutional Shareholders who are Institutional Investors and (ii) as the Company may agree upon request taking into account applicable securities laws. |
|
| 3G.6 | *URL on the entity's website where investors can download information about the proposed issue |
https://www.orabandamining.com.au/investor-centre/ | |
| 3G.7 | Any other information the entity wishes to provide about the proposed issue |
Refer Offer Document lodged with ASX on 7 July 2020. |
|
| 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 31 January 2020
Page 14
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.
NOT APPLICABLE
- See chapter 19 for defined terms 31 January 2020
Page 15
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. Refer to Listing Rule 7.10 for the rules that apply to non-pro rata issues to existing security holders.
NOT APPLICABLE
- See chapter 19 for defined terms 31 January 2020
Page 16
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. Refer to Listing Rule 7.10 for the rules that apply to non-pro rata issues to existing security holders.
NOT APPLICABLE
- See chapter 19 for defined terms 31 January 2020
Page 17
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 | Answer |
|---|---|---|---|---|---|
| 7A.1 | *Are any of the following approvals required for the placement or other type of issue? • +Security holder approval • Court approval • Lodgement of court order with+ASIC • ACCC approval • FIRB approval • Another approval/condition external to the entity. |
Yes | |||
| 7A.1a | Conditions Answer these questions if your response to 7A.1 is “Yes”. Select the applicable approval(s) from the list. More than one approval can be selected. The “date for determination” is the date that you expect to know if the approval is given (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/ condition Type |
*Date for determination |
*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 |
28 August 2020 | Estimated | No | Tranche 2 of the placement will be subject to shareholder approval being issue of 96,143,565 New Shares to Hawke’s Point and a Director. |
|
| 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 | Number of +securities proposed to be issued |
173,913,044 |
| 7B.2 | *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 |
- See chapter 19 for defined terms
31 January 2020
Page 18
| 7B.2a | *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.1 is “Yes”. |
AUD |
|---|---|---|
| 7B.2b | *What is the issue price per +security Answer this question if your response to Q7B.1 is “Yes” and by reference to the issue currency provided in your response to Q7B.1a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q7B.1 as “No” and complete Q7B.1c. |
AUD 0.23 |
| 7B.2c | Please describe the consideration being provided for the +securities Answer this question if your response to Q7B.1 is “No”. |
|
| 7B.2d | 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 | Wednesday July 15, 2020 |
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 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). |
Yes |
| 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”. |
Friday August 28, 2020 |
| 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 |
- See chapter 19 for defined terms
31 January 2020
Page 19
| 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. |
77,769,479 fully paid ordinary shares. |
|---|---|---|
| 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”. |
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. |
|
| 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 10.11.1 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 – a Director (174,000 shares). |
| 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 |
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? |
No |
- See chapter 19 for defined terms
31 January 2020
Page 20
| 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 |
| 7E.1a | *Who is the lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”. |
Hartleys Limited |
| 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”. |
Hartleys will be remunerated by the Company for providing services in relation to the Entitlement Offer and Placement by the Company paying the Underwriter: (i) a fee of 6% of the proceeds received under the Institutional Entitlement Offer (2% management fee and 4% distribution fee) on the Institutional Settlement Date; (ii) a fee of 6% of the proceeds received under the Retail Entitlement Offer (2% management fee and 4% distribution fee) on the Retail Settlement Date, with the exception of funds subscribed by Hawke’s Point, for which only the 2% management fee will apply. The Company will also reimburse the Underwriter for all disbursements and expenses arising or relating to its role as Lead Manager and the Underwriter will seek approval from the Company before incurring any single expense greater than $2,000. |
| 7E.2 | *Is the proposed issue to be underwritten? | No |
| 7E.2a | *Who are the underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”. |
|
| 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. |
- See chapter 19 for defined terms 31 January 2020
Page 21
| 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 |
N/A |
- See chapter 19 for defined terms
31 January 2020
Page 22
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: To provide the funding to meet the capital costs and working capital requirements for the recommencement of production at Davyhurst. |
| 7F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? |
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 |
Refer ASX announcement of 7 July 2020 for further information. |
- See chapter 19 for defined terms 31 January 2020
Page 23
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 is already 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 yet quoted, but is intended to be quoted, on ASX ("new quoted class") ☐New +securities in a class that is not quoted, and not intended to be quoted, on ASX ("new unquoted class") |
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 will be taken, for the purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for quotation of those +securities. However, once the final number of +securities offered under the +disclosure document or +PDS is known, the entity must complete and lodge with ASX an Appendix 2A applying for the quotation of that number 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 | OBM : ORDINARY FULLY PAID |
| 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”. |
- See chapter 19 for defined terms
31 January 2020
Page 24
| 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”.
NOT APPLICABLE
Introduced 01/12/19; amended 31/01/20
- See chapter 19 for defined terms 31 January 2020
Page 25