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SITEMINDER LIMITED — Capital/Financing Update 2021
Nov 3, 2021
65760_rns_2021-11-03_2a9b4a55-d39c-42f6-b107-f851db3b958b.pdf
Capital/Financing Update
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Market Announcement
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4 November 2021
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SiteMinder Limited (ASX: SDR) – Anticipated Admission and Quotation – Conditional and Deferred Settlement Trading
Description
It is anticipated that SiteMinder Limited (‘SDR’) will be admitted to the Official List of ASX on Friday, 5 November 2021
It is anticipated that the securities of SDR will commence quotation at 11:00AM AEDT on Monday, 8 November 2021 on a conditional and deferred settlement basis .
It is anticipated that SDR will raise approximately $627,000,000 pursuant to the offer under its prospectus dated 21 October 2021 (‘Prospectus’) by the issue and transfer of approximately 123,900,000 shares at an issue price of $5.06 per share.
Quotation information
| Quotation information | |
|---|---|
| Quoted securities | Fully paid ordinary shares: 269,359,801 |
| ASX code | Fully paid ordinary shares: SDR |
| Time | 11:00AM AEDT |
| Date | Monday, 8 November 2021 |
| ASX trade abbreviation | SITEMINDER |
| ISIN | Fully paid ordinary shares: AU0000183543 |
| Registered office | Address: Bond Store 3, 30 Windmill Street, Millers Point NSW 2000 |
| Phone: (02) 9221 4444 | |
| Email: [email protected] | |
| Company secretary | Aaron McKenzie |
| Share Registry | Automic Pty Ltd |
| Address: Level 5, Deutsche Bank Tower, 126 Phillip Street, Sydney NSW | |
| 2000 | |
| Phone: 1300 288 664 | |
| Email: [email protected] | |
| Balance date | 30 June |
| CHESS | Participating. CHESS and Issuer Sponsored. |
| Place of incorporation | Australia |
| Dividend policy | See section 4.8 of the Prospectus |
| Activities | Open hotel commerce platform |
| Lead manager | UBS AG Australia Branch, Barrenjoey Advisory Pty Limited and Goldman |
| Sachs Australia Pty Ltd |
Market Announcement 1/3
4 November 2021 ASX Limited
ASX Customer Service Centre 131 279 | asx.com.au
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| Underwriter | UBS AG Australia Branch, Barrenjoey Advisory Pty Limited and Goldman |
|---|---|
| Sachs Australia Pty Ltd | |
| ASX restricted securities | N/A |
| Other securities not quoted | 335,999 options exercisable at $5.57 each on or before 8 November 2025 |
| 409,817 options exercisable at $6.69 each on or before 8 November 2025 | |
| 487,351 options exercisable at $7.70 each on or before 8 November 2025 | |
| 400,000 options exercisable at $5.57 each on or before 8 November 2023 | |
| 1,000,000 options exercisable at $5.57 each on or before 8 May 2024 | |
| 174,840 options with a nil exercise price each on or before 28 June 2029 | |
| 322,320 options exercisable at $0.98 each on or before 31 December 2021 | |
| 140,000 options exercisable at $1.61 each on or before 18 December 2023 | |
| 120,000 options exercisable at $1.61 each on or before 1 September 2021 | |
| 568,720 options exercisable at $1.61 each on or before 21 August 2029 | |
| 1,000,000 options exercisable at $1.61 each on or before 3 June 2029 | |
| 100,000 options exercisable at $1.61 each on or before 25 January 2024 | |
| 1,880,000 options exercisable at $3.45 each on or before 1 July 2030 | |
| 720,000 options exercisable at $4.19 each on or before 2 August 2031 |
Conditional and deferred settlement trading
SDR has requested that a conditional trading market be provided pursuant to ASX Operating Rule 3330. The conditions for the conditional market specified by SDR are (i) Settlement occurring (as defined in the Prospectus); (ii) completion of the Capital Restructure (as defined in the Prospectus) and (iii) the allotment and transfer of shares offer under the Prospectus.
In accordance with ASX Operating Rule 3330, ASX has agreed to provide a conditional market in SDR’s shares. SDR’s shares will commence trading on a conditional and deferred settlement basis at 11:00 AEDT on Monday, 8 November 2021.
The letters "CT" will be displayed in the Basis of Quotation field of ASX Trade to facilitate identification of SDR’s shares trading on a conditional basis. Market Participants should note that because no Special Market has been created within ASX Trade, Signal B trade messages will not contain explicit Conditional Trading Basis of Quotation. This information will be identified in the Daily Diary and Reference Point Master List.
SDR is required to advise ASX immediately of the fulfilment or non-fulfilment of the conditions for the conditional market. Notification as to when trading will become unconditional will be made in accordance with the ASX Operating Rules. The market will be advised by ASX market announcement when the conditions of the conditional market have been met and when the stock will commence trading on an unconditional basis. The market will not be purged.
In the case of fulfilment of the conditions, ASX will issue a further Market Announcement to Participants confirming trading arrangements and the date holding statements will be sent to successful applicants. At this stage, the conditions for the conditional market are expected to be met prior to 9:30AM AEDT on Wednesday, 10 November 2021. SDR has agreed to send holding statements on Thursday, 11 November 2021, which will mean that the first settlement date will be Friday, 12 November 2021.
Market Announcement 2/3
4 November 2021
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Contract notes for conditional sales and purchases
While it is the Participant’s responsibility to obtain their own advice concerning the appropriate words that should appear on a contract note for a conditional sale or purchase, the endorsement suggested below may be considered for contract notes for conditional transactions in SDR’s shares.
"This contract is conditional upon notification being received by ASX by close of business on Monday, 22 November 2021 that the conditions for the conditional market have been fulfilled. If the conditions are not fulfilled, this contract shall be cancelled without any liability whatsoever other than for the return of any money paid in connection with the settlement of the contract."
Advice should also be provided to clients to ensure that they understand the full ramifications of Conditional Trading.
Indicative key dates
This timetable has been prepared on the basis that the conditions for the conditional market are expected to be satisfied by 9:30AM AEDT, Wednesday, 10 November 2021. If the conditions are not fulfilled by the close of business on Monday, 22 November 2021, shares will not be issued and transferred and all conditional trades that have occurred since Monday, 8 November 2021 will be cancelled.
If the conditions are not satisfied by 9:30AM AEDT, Wednesday, 10 November 2021, but are satisfied prior to the close of business on Monday, 22 November 2021, the dates in the timetable will be revised and a new timetable will be released to the market.
| Date | Event |
|---|---|
| Monday, 8 November 2021 | SDR admitted to the Official List of ASX |
| Quotation on a conditional and deferred settlement basis – 11:00AM | |
| AEDT (ASX: SDR) | |
| Tuesday, 9 November 2021 | Settlement of the Offer |
| Last day of conditional trading | |
| Wednesday, 10 November 2021 | Conditions for the conditional market expected to be fulfilled (confirmed |
| prior to market open - by 9.30am AEDT) | |
| First day of trading on a normal (T+2) basis (ASX: SDR) | |
| Friday, 12 November 2021 | Settlement of all on-market trades conducted on a conditional and |
| deferred settlement basis and first settlement of trades conducted on a | |
| normal (T+2) basis |
Instructions
For further details, please refer to the Prospectus.
Need more information?
For further information, please call the Offer Information Line.
Disclaimer
Please refer to the following disclaimer.
Issued by
Oma Murad
Listings Compliance (Perth)
Market Announcement 3/3
4 November 2021