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SERVICE STREAM LIMITED Capital/Financing Update 2021

Jul 20, 2021

65865_rns_2021-07-20_139ca19a-7f67-49b7-b579-19ba39360b66.pdf

Capital/Financing Update

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Announcement Summary

Entity name

SERVICE STREAM LIMITED

Announcement Type

New announcement

Date of this announcement

21/7/2021

The Proposed issue is: A placement or other type of issue An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

ASX +security code +Security description Maximum Number of+securities to be issued
SSM ORDINARY FULLY PAID 136,797,750

Trading resumes on an ex-entitlement basis (ex date)

22/7/2021

+Record date

23/7/2021

Offer closing date for retail +security holders

9/8/2021

Issue date for retail +security holders

16/8/2021

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code +Security description Maximum Number of+securities to be issued
SSM ORDINARY FULLY PAID 68,757,806

Proposed +issue date

2/8/2021

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

SERVICE STREAM LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN

46072369870

1.3 ASX issuer code

SSM

1.4 The announcement is New announcement

1.5 Date of this announcement

21/7/2021

1.6 The Proposed issue is: A placement or other type of issue An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

Proposed issue of securities 3 / 11

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis?

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

SSM : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ASX +security code and description

SSM : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

held

to be issued held
1 3
What will be done with fractionalentitlements? Maximum number of +securitiesproposed to be issued (subject torounding)
Fractions rounded up to the next 136,797,750
whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security
made? for the retail offer?
AUD - Australian Dollar AUD 0.90000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security
made? for the institutional offer?
AUD 0.90000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Additional new fully paid ordinary shares in SSM (Additional New Shares) may be purchased by eligible shareholders who take up their full entitlement up to a maximum of 100% of their entitlement. Directors of SSM are not entitled to participate in the over-subscription facility

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

SSM in agreement with the underwriter, will scale back applications for Additional New Shares in its absolute discretion having regard to the pro-rata entitlement of eligible retail shareholders who apply for Additional New Shares.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Part 3D - Timetable

3D.1a First day of trading halt

21/7/2021

3D.1b Announcement date of accelerated offer 21/7/2021

3D.2 Trading resumes on an ex-entitlement basis (ex date)

22/7/2021

3D.5 Date offer will be made to eligible institutional +security holders

21/7/2021

3D.6 Application closing date for institutional +security holders

21/7/2021

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 22/7/2021

3D.9 +Record date

23/7/2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

30/7/2021

3D.10b +Issue date for institutional +security holders

2/8/2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer

2/8/2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

3D.19 +Issue date for retail +security holders and last day for entity to

27/7/2021

3D.12 Offer closing date for retail +security holders

9/8/2021

3D.13 Last day to extend retail offer close date

4/8/2021

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

16/8/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

Yes

3E.1a Who is the lead manager/broker?

Ord Minnett Limited (ABN 86 002 733 048) is acting as lead manager to and underwriter of the entitlement offer

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Ord Minnett will receive a management and selling fee of 0.5% of each of the institutional component of the entitlement offer ("Institutional Entitlement Offer") and placement proceeds and the retail component of the entitlement offer ("Retail Entitlement Offer") and proceeds

3E.2 Is the proposed offer to be underwritten?

Yes

3E.2a Who are the underwriter(s)?

Ord Minnett is acting as lead manager to and underwriter of the entitlement offer

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Fully underwritten by Ord Minnett (subject to the terms of an Underwriting Agreement between Ord Minnett and Service Stream)

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Ord Minnett will receive an underwriting fee equal to 2.25% of the Institutional Entitlement Offer and placement proceeds and the Retail Entitlement Offer proceeds (together, the "Offer Proceeds")

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Please refer to the "Underwriting Risk" in the investor presentation announced to ASX on 21 July 2021

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

standard share registry, external advisers and ASX administrative fees

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To pay for the acquisition of an asset

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Institutional Entitlement Offer & placement extend to eligible institutional shareholders in Australia, New Zealand (NZ), Norway, Singapore, Hong Kong, Switzerland & UK. Retail Entitlement Offer only extend to eligible retail shareholders in Australia & NZ

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Retail Entitlement Offer will be made available to nominees or custodians with a registered address in Australia or New Zealand (irrespective of whether they participated under the Institutional Entitlement Offer) who were registered as the holder of fully paid ordinary shares in SSM at 7:00PM (Sydney time) on 23 July 2021 and who held those shares on behalf of underlying beneficial holders, except to the extent that those underlying beneficial holders are not an eligible retail shareholder.

The Retail Entitlement Offer is not available to shareholders that are in the United States or who are, or are acting for the account or benefit of, persons in the United States.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://www.servicestream.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

No

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

SSM : ORDINARY FULLY PAID

Number of +securities proposed to be issued

68,757,806

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid?

What is the issue price per +security? AUD 0.90000

AUD - Australian Dollar

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

2/8/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

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? Yes

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?

68,757,806

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)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Ord Minnett Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Ord Minnett will receive a management and selling fee of 0.5% of each of the institutional component of the entitlement offer (Institutional Entitlement Offer) and placement proceeds and the retail component of the entitlement offer (Retail Entitlement Offer) and proceeds

7E.2 Is the proposed issue to be underwritten?

Yes

7E.2a Who are the underwriter(s)?

Ord Minnett

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

fully underwritten by Ord Minnett (subject to the terms of an Underwriting Agreement between Ord Minnett and Service Stream)

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Ord Minnett will receive an underwriting fee equal to 2.25% of the Institutional Entitlement Offer and placement proceeds and the Retail Entitlement Offer proceeds (together, the "Offer Proceeds")

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to the "underwriting risk" in the Investor Presentation announced on ASX on 21 July 2021

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

standard share registry, external advisers and ASX administrative fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To pay for the acquisition of an asset

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Please refer to the Investor Presentation announced to ASX on 21 July 2021

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)