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RENT.COM.AU LIMITED — Capital/Financing Update 2015
Jun 18, 2015
65722_rns_2015-06-18_5a90770f-3bcb-4666-9940-0bae50e6d62b.pdf
Capital/Financing Update
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COMPLETION OF THE ACQUISITION OF RENT.COM.AU PTY LTD AND RE‐COMPLIANCE DISCLOSURES
Completion of the Acquisition of RENT
The Company is pleased to confirm the satisfaction of all conditions precedent and that completion of the acquisition by the Company of 100% of the issued capital of Rent.com.au Pty Limited ( RENT ) pursuant to the Long Form Share Sale Agreement and the Short Form Share Sale Agreements and the issue of the following Consideration Securities to the RENT vendors has occurred:
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53,049,895 fully paid ordinary shares ( Shares ); and
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24,482,313 Performance Shares, comprising 8,160,771 Class A Performance Shares, 8,160,771 Class B Performance Shares and 8,160,771 Class C Performance Shares.
The Consideration Securities are subject to applicable restrictions as outlined below.
Change of Company Name and ASX code
Select Exploration Limited has changed its name to Rent.com.au Limited (effective 15 June 2015) as approved by shareholders at the Company’s annual general meeting on 20 May 2015.
The Company will be reinstated under the ASX code “RNT”.
Capital Structure
The Company confirms the issue of the following securities:
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25,000,000 Shares at an issue price of $0.20 per Share pursuant to the Public Offer described in the Company’s Prospectus dated 7 April 2015 ( Prospectus );
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33,460,000 unlisted Employee Options and 12,335,436 Performance Rights pursuant to the Employee Offer described in the Prospectus; and
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7,000,000 unlisted Advisor Options ($0.30, 5 years)
Following completion of the consolidation of capital announced on 2 June 2015 and the issue of all securities under the Prospectus, the capital structure of the Company is as follows:
| Total | |
|---|---|
| Shares | 87,799,174 |
| Options | |
| ‐ Listed ExistingOptions($11.67,30 Sept 2015) | 823,540 |
| ‐ Unlisted ExistingOptions($12.00,30 June 2016) | 115,507 |
| ‐ Advisor Options($0.30,5years from reinstatement) | 7,000,000 |
| ‐ Employee Options($0.25‐$0.30,5years fromgrant) | 33,460,000 |
| Performance Shares | 24,482,313 |
| Performance Rights | 12,335,436 |
| Note 1: The full terms and conditions of these securities are outlined in the Company’s Prospectus lodged withASX on 7 April 2015 and will be included in the re‐compliance documentation lodged with ASX. |
Escrowed Securities
The following securities are subject to ASX escrow restrictions and holding locks have been placed over these securities.
| Escrow | 12 months fromdate of issue | 24 months fromdate ofreinstatement | Total |
|---|---|---|---|
| Shares | 11,847,353 | 11,847,353 | |
| Advisor Options($0.30,expiry5years) | ‐ | 7,000,000 | 7,000,000 |
| Employee Options(various terms) | ‐ | 31,050,000 | 31,050,000 |
| Performance Shares | 10,009,606 | 14,472,707 | 24,482,313 |
| Performance Rights | ‐ | 10,924,302 | 10,924,302 |
The Performance Shares, Employee Options and Performance Rights are issued in various tranches dependent upon the satisfaction of performance hurdles. The breakdown of the escrow applied to each class/tranche securities is as follows
| Escrow | 12 months fromdate of issue | 24 months fromdate ofreinstatement | Total |
|---|---|---|---|
| Performance Shares | |||
| ‐ Class A Performance Shares | 4,227,602 | 3,933,169 | 8,160,771 |
| ‐ Class B Performance Shares | 3,805,516 | 4,355,255 | 8,160,771 |
| ‐ Class C Performance Shares | 1,976,488 | 6,184,283 | 8,160,771 |
| Total | 10,009,606 | 14,472,707 | 24,482,313 |
| Employee Options | |||
| ‐ Tranche 1 Employee Options | ‐ | 10,000,000 | 10,000,000 |
| ‐ Tranche 2 Employee Options | ‐ | 4,500,000 | 4,500,000 |
| ‐ Tranche 3 Employee Options | ‐ | 4,500,000 | 4,500,000 |
| ‐ Tranche 4 Employee Options | ‐ | 4,016,668 | 4,016,668 |
| ‐ Tranche 5 Employee Options | ‐ | 4,016,666 | 4,016,666 |
| ‐ Tranche 6 Employee Options | ‐ | 4,016,666 | 4,016,666 |
| Total | ‐ | 31,050,000 | 31,050,000 |
| Performance Rights | |||
| ‐ Tranche 1 Performance Rights | ‐ | 2,228,253 | 2,228,253 |
| ‐ Tranche 2 Performance Rights | ‐ | 2,228,253 | 2,228,253 |
| ‐ Tranche 3 Performance Rights | ‐ | 2,228,253 | 2,228,253 |
| ‐ Tranche 4 Performance Rights | ‐ | 1,413,181 | 1,413,181 |
| ‐ Tranche 5 Performance Rights | ‐ | 1,413,181 | 1,413,181 |
| ‐ Tranche 6 Performance Rights | ‐ | 1,413,181 | 1,413,181 |
| Total | ‐ | 10,924,302 | 10,924,302 |
Confirmation of compliance with Listing Rules
The Company confirms that it is in compliance with the ASX Listing Rules including Listing Rule 3.1.