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PREDICTIVE DISCOVERY LIMITED — Capital/Financing Update 2019
Dec 19, 2019
65537_rns_2019-12-19_4400e603-2f21-4188-8acb-115bff8ab6a0.pdf
Capital/Financing Update
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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 |
Predictive Discovery Limited |
| 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 11 127 171 877 |
| 1.3 | *ASX issuer code | PDI |
| 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. |
Options attached to shares issued in a Placement and a Share Purchase Plan, as announced on 16 October 2019, not included in Appendix 3B – Proposed issue |
| 1.4b | *Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. |
16 October 2019 |
- See chapter 19 for defined terms 1 December 2019 Doc ID 697811623/v2
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| 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 | 20 December 2019 |
| 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 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 purchaseplan(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 aninformation 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) ☐Simultaneousaccelerated renounceable entitlementoffer (commonly known as a SAREO) ☐Accelerated renounceable entitlement offer with dualbook-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement offer with retailrights trading (commonly known as a PAITREO) |
- See chapter 19 for defined terms 1 December 2019
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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 | Answer |
|---|---|---|---|---|---|
| 4A.1 | *Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue 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. |
Yes – Security holder approval | |||
| 4A.1a | Conditions Answer these questions if your response to 4A.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. |
Comments | |
| +Security holder approval |
26 November 2019 | Actual | Yes | Annual General Meeting |
|
| Court approval | |||||
| Lodgement of court order with +ASIC |
|||||
| ACCC approval | |||||
| FIRBapproval | |||||
| 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. |
PDI – Ordinary Fully Paid Shares |
| 4B.2 | *Class of +securities to be offered to them under the +securities purchase plan (please enter both the ASX +security code & description) |
Listed Options – ASX Code to be advised |
- See chapter 19 for defined terms 1 December 2019 Doc ID 697811623/v2
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| 4B.3 | *Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted |
25,000,000 |
|---|---|---|
| 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)? |
No |
| 4B.4a | *Describe the minimum subscription condition Answer this question if your response to Q4B.4 is “Yes”. |
N/A |
| 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 |
| 4B.5a | *Describe the maximum subscription condition Answer this question if your response to Q4B.5 is “Yes”. |
Maximum of $500,000 worth of underlying securities |
| 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 |
| 4B.6a | *Describe the minimum acceptance condition Answer this question if your response to Q4B.6 is “Yes”. |
Minimum of $1,000 worth of underlying 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 |
| 4B.7a | *Describe the maximum acceptance condition Answer this question if your response to Q4B.7 is “Yes”. |
Maximum of $30,000 worth of underlying securities |
| 4B.8 | *Will a scale back be applied if the offer is over-subscribed? |
Yes |
| 4B.8a | *Describe the scale back arrangements Answer this question if your response to Q4B.8 is “Yes”. |
Directors’ discretion |
| 4B.9 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
AUD |
| 4B.10 | *Has the offer price been determined? | Yes |
| 4B.10a | *What is the offer price per +security? Answer this question if your response to Q4B.10 is “Yes” using the currency specified in your answer to Q4B.9. |
$0.01 per underlying security. 1 for 2 attaching options free |
- See chapter 19 for defined terms 1 December 2019 Doc ID 697811623/v2
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| 4B.10b | *How and when will the offer price be determined? Answer this question if your response to Q4B.10 is “No”. |
N/A |
|---|---|---|
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 be made prior to the commencement on trading on the announcement date. |
16 October 2019 |
| 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. |
15 October 2019 |
| 4C.3 | *Date on which offer documents will be made available to investors |
03 December 2019 |
| 4C.4 | *Offer open date | 09 December 2019 |
| 4C.5 | *Offer closing date | 20 December 2019 |
| 4C.6 | *Announcement of results Per Appendix 7A section 12 of the Listing Rules, the entity should announce the results of the security purchase plan no more than 3 +business days after the offer closing date |
24 December 2019 |
| 4C.7 | *+Issue date 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 7 business days after the closing date. The entity should lodge an Appendix 2A with ASX applying for quotation of the securities before 12pm Sydney time on this day |
24 December 2019 |
- See chapter 19 for defined terms 1 December 2019
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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 the requirements of listing rule 7.2 exception 5 that: • the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and • the issue price of the +securities is 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? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). |
Yes as to Shares Free options attaching to securities subscribed to as part of a Placement and a Share Purchase Plan |
| 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”. |
No |
| 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. |
N/A |
| 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”. |
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. |
N/A |
- See chapter 19 for defined terms 1 December 2019
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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? |
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? | No |
| 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. |
- See chapter 19 for defined terms 1 December 2019 Doc ID 697811623/v2
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| 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. |
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”. |
|
| 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? |
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”. |
|
| 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”. |
- See chapter 19 for defined terms 1 December 2019 Doc ID 697811623/v2
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| 4E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
Nil |
|---|---|---|
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 [providedetails below] ☒other [p_rovide details below_]Additional details: N/A – Free options attaching to shares issued as part of a Placement and a Share Purchase Plan |
| 4F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
No |
| 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”. |
N/A |
| 4F.3 | *Countries in which the entity has +security holders who will not be eligible to participate in the proposed offer |
N/A |
| 4F.4 | *URL on the entity's website where investors can download information about the proposed offer |
https://www.predictivediscovery.com/announ cements/ |
| 4F.5 | Any other information the entity wishes to provide about the proposed offer |
N/A |
- See chapter 19 for defined terms 1 December 2019
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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 |
26 November 2019 | Actual | Yes | Annual General Meeting |
|
| 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 | 107,500,000 |
| 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”. |
No |
- See chapter 19 for defined terms 1 December 2019 Doc ID 697811623/v2
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| 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”. |
N/A |
|---|---|---|
| 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. |
N/A |
| 7B.2c | Please describe the consideration being provided for the +securities Answer this question if your response to Q7B.1 is “No”. |
N/A |
| 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”. |
N/A |
Part 7C – Proposed placement or other issue – timetable
| Question No. |
Question | Answer |
|---|---|---|
| 7C.1 | *Proposed +issue date | 24 December 2019 |
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). |
No |
| 7D.2 | *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”. |
N/A |
| 7D.3 | *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”. |
No |
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| 7D.3a | *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.3 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. |
N/A |
|---|---|---|
| 7D.4 | *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.4a | *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.4 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. |
N/A |
| 7D.4b | *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.4 is “Yes”. |
N/A |
| 7D.5 | *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 |
| 7D.6 | *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.6a | *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.6 is “Yes”. |
N/A |
| 7D.7 | *Will any of the +securities to be issued be subject to +voluntary escrow? |
No |
- See chapter 19 for defined terms 1 December 2019
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| 7D.7a | *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.7 is “Yes”. |
N/A |
|---|---|---|
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? |
No – Free options attached to underlying securities issued as part of a Placement and a Share Purchase Plan |
| 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? | 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. |
|
| 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. |
No |
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| 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 |
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 [providedetails below] ☒other [provide details below]Additional details: N/A – Free options 1 for 2 attaching to securities issued as part of a Placement and a Share Purchase Plan |
| 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”. |
N/A |
| 7F.3 | Any other information the entity wishes to provide about the proposed issue |
N/A |
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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 isnot 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") |
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 | N/A |
| 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? |
N/A – New Class |
| 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”. |
N/A |
| 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”. |
_N/A _ |
| 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”. |
_N/A _ |
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| 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 on a pro rata basis for the next dividend, distribution or interest payment; or the securities may not rank at all or on a pro rata basis or be entitled to participate in some other event, such as an entitlement issue. |
_N/A _ |
|---|---|---|
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. |
Listed Options |
| 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”. 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☐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. |
_N/A _ |
| 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”. |
N/A |
| 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”. |
N/A |
| 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”. |
N/A |
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| 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 on a pro rata basis for the next dividend, distribution or interest payment; or the +securities may not rank at all or on a pro rata basis or be entitled to participate in some other event, such as an entitlement issue. |
N/A |
|---|---|---|
| 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 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. |
|
| 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. |
Yes |
| 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. |
N/A | |
| *Will there be CDIs issued over the +securities? |
N/A | |
| *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). |
N/A | |
| *Is it a partly paid class of +security? | N/A | |
| *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). |
N/A |
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| *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. |
N/A | |
|---|---|---|
| 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 | |
| *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). |
AUD $0.018 | |
| *Expiry date The date on which the options expire or terminate. |
3 years from date of issue, proposed 24 December 2022 |
|
| *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)”. |
One fully paid ordinary share (ASX: PDI) | |
| 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). |
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| *Interest 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 |
☐Fixed rate☐Floating rate☐Indexed rate☐Variable rate☐Zero coupon/no interest☐Other |
|
|---|---|---|
| *Frequency of coupon/interest payments per year Select one item from the list. |
☐Monthly☐Quarterly☐Semi-annual☐Annual☐No coupon/interest payments☐Other |
|
| *First interest 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 rate per annum Answer this question if the interest rate type is fixed. |
% p.a. | |
| *Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
Yes or No | |
| *If the interest 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 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 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 |
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| *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. |
||
|---|---|---|
| *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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*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 to be quoted are converted, transformed or exchanged 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 share (ASX:ABC)”.
Introduced 01/12/19
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