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RENT.COM.AU LIMITED — Capital/Financing Update 2018
Apr 30, 2018
65722_rns_2018-04-30_81b755dd-82e3-49ca-8c5d-3be7125a7b49.pdf
Capital/Financing Update
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1 May 2018
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Dear Shareholder
INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN
On 1 May 2018 Rent.com.au announced that it had received firm commitments under an oversubscribed placement of new fully paid ordinary shares to sophisticated and institutional investors to raise $2.3 million ( “Placement” ).
The Board of Rent.com.au Limited ( “Rent.com.au” or “the Company” ) is now pleased to offer Eligible Shareholders an opportunity to share in the ongoing progress of your Company by subscribing for up to $15,000 in new Rent.com.au shares, with no brokerage costs, through a Share Purchase Plan ( “SPP” ) at the same price as the recent Placement at 7.7 cents per share. The SPP aims to raise a maximum of $500,000. If the SPP is oversubscribed it is the intention of the Company to scale back all applicants pro-rata based on the size of their respective ordinary shareholdings as at the Record Date.
The offer under the SPP is only to Eligible Shareholders who were registered as holders of fully paid ordinary shares in the Company as at 5.00 pm (WST) on Friday, 27 April 2018 ( “Record Date” ) and whose registered address is in Australia or New Zealand. Participation in the SPP is optional, but the right of Eligible Shareholders to participate in the SPP is not transferable. The offer to participate in the Plan closes at 5.00pm (WST) on 18 May 2018.
The issue of shares under the Plan will be limited to 6,493,506 new fully paid ordinary shares (3.2% of the issued capital of the Company as at the Record Date), and will not be underwritten. In the event of oversubscriptions, the Company intends to scale-back applications pro-rata based on the size of their respective shareholdings as at the Record Date.
The issue price of each share under the Plan is $0.077 which represents a 13.6% discount to the volume weighted average market price of the Company’s shares on the ASX calculated over the last five days on which sales of shares in the Company were recorded before the date of announcement of the Plan. The market price of shares in the Company may rise or fall between the date of this offer and the date that new shares are issued to you under the Plan.
The proceeds from both the Placement and the SPP will go towards funding the following:
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Marketing of new products e.g. its RenterCover insurance product;
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Development of new products – e.g. landlord portal, adjacent websites; and
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Acquisition of RentPay rental payments system from MYOB.
Full details on the Plan and how to participate are contained in the documents attached. To apply for a parcel of shares please read these documents carefully and follow the instructions on the enclosed personalised application form.
Your continuing support as a shareholder of Rent.com.au is appreciated.
Yours sincerely,
Garry Garside
Non-Executive Chairman
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ABN 25 062 063 692
THE OFFER AT A GLANCE
KEY DATES*
| Date | Details |
|---|---|
| 27 April 2018 | Record Date 5.00pm (WST) The date on which the Company determined Eligible Shareholders. |
| 1 May 2018 | Opening Date The date the Plan opens. |
| 18 May 2018 | Closing Date The date on which the Plan closes. Applications and payments (including BPAY) must be received by 5.00pm (WST). |
| 22 May 2018 | Issue Date The date shares are issued and any scaleback of the shares to be issued under the Plan is announced. |
| 28 May 2018 | Despatch Date The date on which holding statements are sent to shareholders. |
| 28 May 2018 | Share Trading Date The date on which it is expected that shares will commence trading on the ASX. |
*Rent.com.au Limited has the discretion and reserves the right to alter key dates.
Offer Details
| Item | Detail |
|---|---|
| Issue Price | $0.077 per share which represents a 13.6% discount to the volume weighted average market price of the Company’s shares on the ASX calculated over the last five days on which sales of shares in the Company were recorded before the date of announcement of the Plan. |
| Minimum Application Amount* |
The minimum application amount is $2,500 (32,467 shares) |
| Maximum Application Amount* |
The maximum application amount is $15,000 (194,805 shares). |
| Permitted Application Amounts* |
Each shareholder is entitled to purchase share parcels valued at any one of $2,500 (32,467 shares), $5,000 (64,935 shares), $10,000 (129,870 shares) or $15,000 (194,805 shares). |
- Rounded down to the nearest whole share (where applicable)
QUESTIONS AND ANSWERS
1. What is the Share Purchase Plan?
The Share Purchase Plan ( Plan ) is an opportunity for eligible shareholders to purchase additional ordinary shares in the Company up to a maximum of $15,000 (194,805 shares) at a discount to the market price without brokerage and commission costs.
All shares issued to you under the Plan will rank equally with your existing shares and will carry the same voting rights and other entitlements.
2. Who is eligible to participate in the Plan?
Participation in the Plan is open to each person registered as a holder of ordinary shares in the Company on the Record Date, who has an address in Australia or New Zealand.
3. What is the Issue Price of the Shares?
The issue price of each share issued under the Plan is $0.077 which represents a 13.6% discount to the volume weighted average market price of the Company’s shares on the ASX calculated over the last five days on which sales of shares in the Company were recorded before the date of announcement of the Plan.
The market price of shares in the Company may rise or fall between the date of this offer and the date that shares are issued to you under the Plan. This means that the issue price you pay for the shares may be greater than or less than the market price of the shares at the date of issue of the shares under the Plan.
4. How many Shares can I apply for under the Plan?
Regardless of the shares you currently own, you are entitled to apply for a parcel of shares in the Company valued at $2,500 (32,467 shares), $5,000 (64,935 shares), $10,000 (129,870 shares) or $15,000 (194,805 shares). You may only apply for one of these parcels.
If you hold shares in more than one capacity (for example you are both a joint holder and a sole holder), the maximum amount you can apply for under the Plan in all capacities is $15,000 (194,805 shares).
By applying to purchase shares under the Plan, you will have agreed to be bound by the terms and conditions of the Plan as set out in this offer document.
5. How do I apply for Shares under the Plan?
If you wish to participate in the Plan, please follow the instructions set out on the enclosed personalised application form and send this form together with your cheque made payable to “Rent.com.au Limited” to:
by post to or deliver to Rent.com.au Limited Rent.com.au Limited C/- Automic Registry Services C/- Automic Registry Services PO Box 2226 Level 3 Strawberry Hills NSW 2012 50 Holt Street Surry Hills, NSW 2010
Alternatively you can make a BPAY payment as shown on the application form. If you make a BPAY payment, you do not need to return the application form. By making a BPAY payment you are giving the Company the certification contained on the application form. Please note that you can only make a BPAY payment from an Australian bank account.
If you wish to participate you should ensure that your application form and payment is received by no later than 5.00pm (WST) on 18 May 2018.
Please allow adequate time for mail deliveries.
You will not be able to withdraw or revoke your application once you have sent us the completed application form and payment.
6. How long is the Plan offer open for?
The Plan opens on 1 May 2018 and is expected to close on 18 May 2018.
If you wish to participate you should ensure that your application form and payment is received as soon as possible and by no later than 5pm (WST) on 18 May 2018.
7. Do I have to participate in the Plan?
Participation in the Plan is voluntary.
Before you apply for shares we recommend you seek independent financial advice from your professional advisor or stockbroker.
8. Further assistance
If you have any questions in relation to the Plan please contact your professional advisor or stockbroker.
If you require information on how to complete the application form please contact the Company’s share registry on (08) 9324 2099.
Rent.com.au Limited - Share Purchase Plan Terms and Conditions
This document sets out the terms and conditions of the offer under the Share Purchase Plan.
Description of the Plan
Pursuant to the Share Purchase Plan ( Plan ) Rent.com.au Limited (the Company ) is offering its shareholders the opportunity to acquire additional fully paid ordinary shares in the Company up to a maximum value of $15,000 at a discount to the market price of the Company’s shares on the Australian Securities Exchange ( ASX ) without the need to pay brokerage or commission costs and without the need for the Company to issue a Prospectus, upon such terms and conditions as the Board of the Company in its absolute discretion sees fit.
Shareholders Eligibility to Participate
Participation in the Plan is open to each person registered as a holder of ordinary shares in the Company on 27 April 2018 ( Record Date ), who has an address in Australia or New Zealand ( Eligible Shareholders ).
Due to foreign security laws, it is not practical for shareholders who are resident in other countries to participate under the Plan.
Participation in the Plan is optional and is subject to these terms and conditions. Offers made under the Plan are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to shares offered under the Plan).
Joint shareholders are taken to be a single registered holder for the purpose of the Plan, and the joint holders are entitled to participate in the Plan in respect of that single holding only. If the same holder or joint holders receive more than one offer under the Plan (for example if a holder has more than one holding under separate accounts), that holder or those joint holders may only apply for an aggregate maximum parcel of shares between any joint or individual holdings.
Trustees and nominees are able to apply for one maximum parcel of shares under the Plan for each beneficiary that is expressly noted on the Company’s share register as a trustee or nominee for a named beneficiary. If the
Company’s share register does not record a named beneficiary in respect of the trustee or nominee holding, or the shares are held by a custodian, the trustee, nominee or custodian must give the Company a certification which complies with Class Order 09/455 if it wishes to apply for shares on behalf of multiple beneficiaries under the Plan. Please contact the Company to obtain a copy of this certification required.
By electing to participate in the Plan, the shareholder will be deemed to have certified to the Company that in respect of that shareholder, at the time of the application, the total price does not exceed $15,000 for:
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shares the subject of the application under the Plan;
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any other shares applied for under the Plan or any other shares issued under any similar arrangement in the 12 months before the application under the Plan;
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any other shares that the shareholder has instructed a custodian to acquire on their behalf under the Plan or that have been issued to a custodian under an arrangement similar to the Plan in the 12 months before the application under the Plan on the instruction of the shareholder and that are held beneficially by the shareholder.
Furthermore shareholders will be deemed to have confirmed, in relation to all shares applied for by them under the Plan, that they do not make application for any other person in circumstances which might involve any breach of securities law of any jurisdiction other than Australia and New Zealand and have agreed to be bound by the Company’s Constitution in respect of all the shares issued to them under the Plan.
Issue Price
The issue price of each share issued under the Plan is $0.077 which represents a 13.6% discount to the volume weighted average market price of the Company’s shares on the ASX calculated over
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the last five days on which sales of shares in the Company were recorded before the date of announcement of the Plan.
The market price of shares in the Company may rise or fall between the date of this offer and the date that shares are issued to you under the Plan. This means that the issue price that you pay for the shares may be greater than or less than the market price of the shares at the date of issue of the shares under the Plan. Accordingly, you should seek your own financial advice in relation to this offer.
Application and Notices
At the discretion of the directors of the Company, Eligible Shareholders will be sent a letter of offer, terms and conditions and an application form, inviting them to subscribe for shares under the Plan.
Eligible Shareholders may apply to purchase a parcel of shares under the Plan valued at any one of $2,500 (32,467 shares), $5,000 (64,935 shares), $10,000 (129,870 shares) or $15,000 (194,805 shares).
If an Eligible Shareholder subscribes for an amount which results in a fraction of a Share, such fraction will be rounded down to the nearest whole Share.
If you wish to participate in the Plan you must complete the attached personalised application form and provide payment in accordance with the instructions set out on the application form. Alternatively, you may pay electronically using BPAY and quote your reference number that has been provided on the personalised application form, in which case you do not need to return the application form.
Applications will not be accepted after 18 May 2018.
The Company reserves the right to reject any application where it believes there is noncompliance with this rule or any other terms or conditions of the Plan.
Applications and payments may not be withdrawn once the Company has received them. Oversubscriptions or refunds of other application monies in any circumstances will be without interest.
By returning the application form or by making the BPAY payment you are giving the Company the certifications in these terms and conditions and in the application form.
Scale-back
The Company does not intend to issue more than 6,493,506 ordinary shares under the Plan. If applications for more than 6,493,506 shares are received, the Company intends to scale-back all applicants pro rata based on the size of their respective ordinary shareholdings as at the Record Date. If the Company scales-back an application, the Company will promptly return the relevant application monies to the shareholder, without interest.
Underwriting
The Plan is not underwritten.
Shares Issued under the Plan
Shares issued under the Plan will rank equally in all respects with all other ordinary fully paid shares in the Company from the date of issue.
Shareholder holding statements and/or CHESS notification will be issued in respect of all shares.
After the issue of shares under the Plan, the Company will make application for those shares to be listed for quotation on the official list of the ASX.
Modification and Termination of the Plan
The Company may modify or terminate the Plan at any time.
The Company will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.
Dispute Resolution
The Company may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with, or by reason of, the operation of the Plan, whether generally or in relation to any participant or application, and the decision of the Company will be conclusive and binding on all participants and other persons to whom the determination relates.
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The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.
Contact Details
If you have any questions regarding the Plan or how to deal with this offer, please contact your professional advisor or stockbroker.
If you require information on how to complete the application form please contact the Company’s share register on (08) 9324 2099.
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