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Slovar Limited — Capital/Financing Update 2020
Dec 14, 2020
17773_rns_2020-12-14_4cced953-2e76-4825-9035-86816437f5c9.pdf
Capital/Financing Update
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MONEY3 CORPORATION LIMITED
ABN 63 117 296 143
SHARE PURCHASE PLAN
OFFER BOOKLET
15 December 2020
money3
money3
Money3 Corporation Limited
ABN 63 117 296 143
Important Information
This Offer Booklet is dated 15 December 2020 and sets out the terms and conditions that apply to the Share Purchase Plan (SPP) announced by Money3 on 7 December 2020.
This Offer Booklet has been prepared in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument) which permits the offer of shares pursuant to a share purchase plan to be made without the provision of a prospectus or other disclosure document which complies with Chapter 6D of the Corporations Act. Accordingly, Shareholders should be aware that the level of disclosure in this Offer Booklet is significantly less than that required in a prospectus or other disclosure document.
This Offer Booklet has not been lodged with ASIC, nor has ASIC approved its issue.
This is an important document which requires your attention. If you apply to participate in the SPP by making a BPAY® payment or completing and returning the Application Form with a cheque or money order, you are accepting the risk that the market price of Shares may change between the date of the SPP and the date New Shares are issued to you under the SPP. This means it is possible that, up to or after the issue date, you may be able to buy Shares at a lower price than the price of New Shares under the SPP. If the market price of Shares is lower than the Offer Price after the allotment date, the price at which you will be able to sell your New Shares, and their value, will be less than what you paid for them.
This Offer Booklet does not constitute or provide financial product advice and no person is authorised to give any information or make any representations in connection with the SPP other than as contained in this Offer Booklet. This Offer Booklet has been prepared without taking into account your particular objectives, financial situation or needs.
Any person considering participating in the SPP should read the terms in this Offer Booklet carefully and in its entirety as you will be bound by them in participating in the SPP. Money3 recommends that you seek independent advice from your financial, taxation or other professional advisers regarding your participation in the SPP.
All references to $ or dollars in this Offer Booklet are references to Australian dollars unless otherwise indicated.
A capitalised term used in this Offer Booklet has the meaning specified in the Glossary in Section 22.
New Zealand
New Shares under the SPP are not being offered or sold to the public in New Zealand other than to existing Shareholders of Money3 with registered addresses in New Zealand to whom the offer of New Shares under the SPP is being made in reliance on the Financial Markets Conduct Act 2013 NZ (as amended) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 NZ (as amended).
This Offer Booklet has not been registered, filed or approved by any New Zealand regulatory authority. This Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
Other Jurisdictions
New Shares under the SPP are not being offered to Shareholders whose address on the Register is outside Australia or New Zealand.
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SHARE PURCHASE PLAN TERMS AND CONDITIONS
1. Introduction
This Share Purchase Plan (SPP) announced by Money3 on Monday 7 December 2020 is extended to all Eligible Shareholders.
The SPP follows Money3's successful institutional placement announced on Monday 7 December 2020, under which Money3 raised $45 million through the placement of 16,666,698 new ordinary Shares at an issue price of $2.70 per Share (Placement).
Eligible Shareholders now have the opportunity to purchase New Shares under the SPP at the same price paid by institutional and sophisticated investors under the Placement without incurring brokerage or transaction costs. This price represents an 8.8% discount to the closing price of Shares on 2 December 2020 and a 7.2% discount to the volume weighted average market price of Money3 Shares of $2.91 for the 5 day period ending on 2 December 2020.
The New Shares issued under the SPP will rank equally with existing fully paid ordinary Shares in Money3 and will carry the same voting rights and other entitlements.
Shareholders should note that a share purchase plan is not a pro-rata issue, but an offer to all existing Shareholders (who meet eligibility criteria) to purchase up to the Maximum Allocation.
The Maximum Allocation per Eligible Shareholder is 11,100 fully paid New Shares at a price of $2.70 per New Share. The Maximum Allocation applies irrespective of the number of Shares you hold in Money3 as at the Record Date.
Participation in the SPP is voluntary. If you are an Eligible Shareholder, you can choose whether or not to participate. If you are a Custodian, you can choose whether or not to extend the SPP offer to your Eligible Beneficiaries.
If you are an Eligible Shareholder, your rights under the SPP are personal to you and non-renounceable, and you may not transfer them.
The offer of New Shares under the SPP is made in accordance with the ASIC Instrument, which allows the offer and issue of shares without the provision of a prospectus or other disclosure document, subject to a number of conditions.
Shareholders should note that the level of disclosure required by the ASIC Instrument is significantly less than that required under a prospectus or other disclosure required to be issued under the Corporations Act.
2. Key Dates
All dates in the timetable below are in Australian Eastern Daylight Time (AEDT). The timetable is indicative only and Money3 may, at its discretion, vary the timetable (other than the Record Date) by sending a revised timetable to the ASX.
| Record Date | 7:00pm on 4 December 2020 |
|---|---|
| Announcement Date | 7 December 2020 |
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| Dispatch of the Offer Booklet to Eligible Shareholders | 15 December 2020 |
|---|---|
| Opening Date | 15 December 2020 |
| Closing Date | 7:00pm on 11 January 2021 |
| SPP Results Announced | 14 January 2021 |
| Allotment Date | 20 January 2021 |
| Quotation Date | 21 January 2021 |
| Despatch of Holding Statements | 21 January 2021 |
3. The Offer
Money3 presents Eligible Shareholders with the opportunity to participate in, and increase their holding of Money3 Shares through the SPP.
Money3 seeks to raise approximately $5 million by the issue of approximately 1.9 million New Shares at the Offer Price of $2.70 per New Share under the SPP. Depending on the level of demand under the SPP, Money3 may decide to scale back applications (see Section 13 below) or raise a total amount of up to $7 million in its absolute discretion. Money3 intends to conduct any scale back having regard to the pro rata shareholding of Eligible Shareholders as at the Record Date who apply for New Shares. However, Money3 is not required to conduct a scale back in this way and may scale back the number of New Shares in any manner in its absolute discretion although the Board will endeavour to grant to each Eligible Shareholder who applies for New Shares under the SPP the minimum subscription amount of 400 New Shares.
If Money3 determines to scale back the number of New Shares that will be allotted under the SPP, you may be allocated fewer New Shares than the number for which you applied. In such case, you will receive a proportionate refund of your Application Money without interest.
The funds raised under the Placement and the SPP will be used by Money3 to, amongst other things, fund its acquisition of Automotive Financial Services Pty Limited ACN 003 622 375 (AFS) and its subsequent loan book growth and provide capital for growth, including additional acquisitions and Australian & New Zealand loan book growth. Further details regarding the acquisition of AFS are contained in Money3's Investor Presentation (AFS and Capital Raise) dated 7 December 2020 available on the ASX market announcements platform.
The SPP is conducted in accordance with ASX Listing Rules 7.2 (exception 5) and 10.12 (exception 4) and, as such, does not require Shareholder approval.
The SPP is offered to all Shareholders who were recorded on the Register at 7.00pm (AEDT) on 4 December 2020 (Record Date) with an address on the Register in Australia or New Zealand unless you are an Ineligible Shareholder.
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Eligible Shareholders have an opportunity under the SPP to purchase up to a maximum of 11,100 New Shares irrespective of their existing Shareholding and without brokerage or transaction costs.
By applying for New Shares under the SPP, you will have agreed to be bound by the terms and conditions set out in this Offer Booklet and the attached Application Form.
4. Underwriting
The SPP is not underwritten.
5. Eligible Shareholder
(a) You are an Eligible Shareholder if you were a registered holder of Shares as at 7:00pm on the Record Date with a registered address in either Australia or New Zealand unless you are an Ineligible Shareholder (Eligible Shareholder).
(b) An Ineligible Shareholder is any Shareholder (including a Custodian) to the extent they:
(i) hold Shares on their own account and reside outside Australia or New Zealand;
(ii) hold Shares on behalf of another person who resides outside Australia or New Zealand; or
(iii) hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, and are participating in the SPP on behalf of those persons
(c) Money3 has determined that it is unreasonable for it to offer the SPP to Ineligible Shareholders, having regard to the number of Ineligible Shareholders, the number and value of New Shares that would be offered, and the costs of complying with the relevant legal and regulatory requirements in those jurisdictions outside Australia and New Zealand.
(d) Participation in the SPP is optional. You do not have to apply for any or all of your Maximum Allocation. If you are a Custodian, you can choose whether or not to extend the offer under the SPP to your Eligible Beneficiaries.
6. Offer Price
(a) The Offer Price is $2.70 per New Share which is the same price paid by institutional and sophisticated investors under the Placement. This represents an 8.8% discount to the closing price of Shares on 2 December 2020 and a 7.2% discount to the volume weighted average market price of Money3 Shares of $2.91 for the 5 day period ending on 2 December 2020.
(b) The Offer Price may differ from the market price of Shares on the day New Shares are issued or allotted to you. The market price or value of Shares is subject to market volatility. There is a risk that the market price of Shares may rise or fall between the date of this Offer Booklet and the issue of New Shares. This means that the price you pay per New Share issued to you may be less than or more than the market price of Shares at the date of this Booklet or at the time of issue.
(c) Before deciding whether to participate in the SPP, you should refer to the current Share price, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or the ASX by searching Money3's code/ticker: MNY.
(d) Participants in the SPP will not have any liability for brokerage or commission in respect to any purchase of New Shares under this SPP.
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7. Maximum Allocation
(a) The maximum number of New Shares that an Eligible Shareholder can apply for under the SPP is 11,100 New Shares (Maximum Allocation).
(b) If you hold Shares as a Custodian (as defined in Section 9(e) below), then you may apply for the Maximum Allocation for each Eligible Beneficiary, providing that you complete a Custodian Certificate.
(c) The SPP is not a pro-rata offer and accordingly each Eligible Shareholder is entitled to subscribe for the Maximum Allocation irrespective of the number of Shares held as at the Record Date whether or not the Eligible Shareholder participated in the Placement.
(d) If you are an Eligible Shareholder and receive more than one offer under the SPP (for example, because you hold Shares in more than one capacity or in multiple registered holdings), you may only apply for a maximum of 11,100 New Shares under the SPP.
(e) If two or more persons are recorded in Money3's Share register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of the SPP and they are entitled to participate in the SPP in respect of that single holding.
(f) If you are an Eligible Shareholder and also hold Shares through a Custodian, you may still only apply for a maximum of 11,100 New Shares (including those you apply for directly and those you instruct a Custodian to apply for).
(g) Unless you are a Custodian, by submitting an Application you represent to Money3 that the aggregate application price for the following does not exceed A$30,000:
(i) the New Shares you are applying for in your Application;
(ii) any other Shares you are applying for under the SPP, or Shares or interests in the class issued under a similar arrangement in the 12 months before this Application;
(iii) any other Shares or interests in the class which you have instructed a Custodian to acquire on your behalf under the SPP; and
(iv) any other Shares or interests in the class issued to a Custodian under an arrangement similar to the SPP in the 12 months before your Application under the SPP, as a result of you instructing the Custodian or another Custodian, which resulted in you holding a beneficial interest in the Shares or interests.
(h) If you are a Custodian you:
(i) may contribute a maximum of A$29,970 in applying for New Shares for each participating Eligible Beneficiary on whose behalf you or a downstream custodian holds Shares (but joint holders are taken to be a single Eligible Beneficiary); and
(ii) are not eligible to, and must not, participate on behalf of a person who is an Ineligible Shareholder or distribute this Booklet to such a person.
(i) If you are a Custodian, you must provide Money3 with a Custodian Certificate which sets out the matters required in Section 9(e). A Custodian Certificate can be obtained by contacting the Share Registry. The Company can reject any Application for New Shares, in whole or in part, if Money3 believes you have not complied with the conditions in this Section 7.
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8. Non-renounceable
The offer of New Shares under the SPP is non-renounceable. This means that you cannot transfer your right to participate in the SPP to any other person.
9. Applying for New Shares
(a) Eligible Shareholders may participate in the SPP up to the Maximum Allocation in increments of 400, 1,850, 3,700, 5,550, 7,400 or 11,100 New Shares.
(b) You agree to pay the Offer Price per New Share allocated to you in accordance with this Offer Booklet.
(c) You do not need to apply for any or all of the Maximum Allocation. If you do not wish to participate in the SPP, you may disregard this Offer Booklet.
(d) To participate in the SPP you must follow the instructions in the personalised Application Form which accompanies this Booklet.
(e) If an Eligible Shareholder is a “Custodian” (as defined in the ASIC Instrument), (Custodian) and is the registered holder of shares on behalf of one or more persons who have a registered address in either Australia or New Zealand and who is not in the United States and is not acting for the account or benefit of a person in the United States (each an Eligible Beneficiary), the offer is made to that Eligible Shareholder and it has the discretion whether to extend the offer to the Eligible Beneficiaries. Custodians must complete and submit a certificate that certifies the matters required by paragraph 8(3) of the ASIC Instrument, (Custodian Certificate) when making an Application on behalf of Eligible Beneficiaries.
(f) To request a Custodian Certificate or further information about the Custodian Application process, a Custodian should contact the Share Registry at Link Market Services Limited, GPO Box 3560, Sydney NSW 2001 or call 1300 554 474 for calls within and +61 1300 554 474 (outside of Australia), between 8.30am to 5.30pm (AEDT time) Monday to Friday. Applications received from Custodians must be accompanied by a duly completed and signed Custodian Certificate. Applications that are not accompanied by a duly completed Custodian Certificate will be rejected.
(g) If an Eligible Shareholder holds Shares as a trustee or nominee for another person, but is not a Custodian, that Eligible Shareholder cannot participate for the beneficiaries of that trust in the manner described above. In this case, the rules for multiple single holders apply.
(h) You can also obtain a copy of your personalised Application Form and Offer Booklet from the SPP website at https://events.miraqle.com/MNY-offer
10. Payment options
If you are an Eligible Shareholder and would like to participate in the SPP, the following payment options are available to you:
(a) Payment by BPay®
Eligible Shareholders wishing to pay using the BPAY® facility provided by their bank, must use the specific biller code and customer reference numbers detailed on their personalised Application Form and have their BPAY® payment processed by the Closing Date of 7.00pm (AEDT) on 11 January 2021. You should check the processing cut off-time for BPAY®
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transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the SPP offer.
If you make a payment by BPAY, you will be deemed to have agreed to the terms and conditions set out in this Offer Booklet, including without limitation by making the representations and certifications set out in Sections 7 and 15.
(b) Application Form and accompanying cheque or money order
Eligible Shareholders wishing to pay by cheque or money order must complete the personalised Application Form and send it to the Share Registry enclosing your cheque or money order that is payable to "Money3 Corporation Limited" and crossed "Not Negotiable" at the following address:
Money3 Corporation Limited, c/- Link Market Services Limited, GPO Box 3560, Sydney NSW 2001.
The personalised Application Form and accompanying cheque or money order must be received by the Share Registry no later than the Closing Date of 7.00pm (AEDT) on 11 January 2021.
11. Allotment of New Shares
(a) New Shares are expected to be allotted on the Allotment Date in accordance with the timetable set out in Section 2.
(b) All New Shares issued under the SPP will rank equally with existing Shares from the date of issue, and therefore will carry the same voting rights, dividend rights and other entitlements as existing Shares.
12. Money3's right to accept or reject Applications
Money3 may accept to reject an Application for New Shares in its sole discretion if it believes that:
(a) the conditions of the ASIC Instrument will be breached;
(b) you are not an Eligible Shareholder;
(c) you have failed to complete the Application Form properly or pay the Application Moneys by the required date; or
(d) the Application Moneys tendered do not reflect the required increments set out in Section 9(a).
13. Scale-Back
Money3 may scale-back the number of New Shares that will be allotted under the SPP. In this regard:
(a) Money3 reserves the right to scale-back Applications to any extent in its absolute and sole discretion. If a scale back is applied, it is Money's intention that the scale back will be applied having regard to the pro rata shareholding of Eligible Shareholders (as at the Record Date) who apply for New Shares. However, Money3 is not required to conduct a scale back in this way and may scale back the number of New Shares in any manner in its absolute discretion;
(b) Money3 may take into account, amongst other factors, the size of your Shareholding and the extent to which you have sold or purchased additional Shares after the Record Date in
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determining the amount (if any) by which to scale back your Application. Should this occur, you may be allocated New Shares to a value which is less than the parcel for which you applied; and
(c) If Money3 undertakes a scale-back:
(i) you may not receive all the New Shares for which you have applied;
(ii) if a scale back produces a fractional number of New Shares when applied to your Application Moneys, the number of New Shares you will be allotted will be rounded down; and
(iii) the balance of any Application Moneys will be returned to you in accordance with Section 14.
14. Refunds
(a) In the event that you are entitled to a refund of all or part of your Application Moneys for any reason, the refund will be effected as soon as practical after the Closing Date by direct debit into your nominated account or via cheque (by sending it to your address recorded on the Register) at the discretion of Money3.
(b) No interest will be payable on any Application Moneys held pending completion of the SPP and which are subsequently refunded to you.
(c) If the amount to be returned to you is A$10 or less, it will be automatically donated to ShareGift Australia. If you are an Australian resident shareholder, and an amount of A$2 or more is donated on your behalf, you may request that a tax receipt be issued to you. Please contact the Share Registry if you would like ShareGift Australia to provide a tax receipt.
15. Warranties and acknowledgements by participating Shareholders
By lodging an Application to purchase New Shares under the SPP you:
(a) warrant that you are an Eligible Shareholder and eligible to lawfully participate in the SPP and the amount subscribed by you does not breach the representations in section 7(g) and 7(h) to the extent applicable;
(b) are deemed to have read and understood the terms and conditions set out in this Offer Booklet and the Application Form and agree to be bound by them;
(c) acknowledge that your Application is irrevocable and unconditional once lodged;
(d) acknowledge that Money3 may at any time irrevocably determine that you Application is valid in accordance with the terms of the SPP even if the Application is incomplete, contains errors or is otherwise defective;
(e) agree that your Application is only effective (including payment in clear funds) when received by the Share Registry and not when it is posted;
(f) warrant that all details and statements in your Application Form are true and complete and not misleading;
(g) authorise Money3 and the Share Registry (and their officers, employees or agents) to correct any error or omission in your Application Form and to complete the Application Form by the insertion of any missing details;
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(h) accept that Money3 reserves the right to reject any Application which it believes does not comply with the terms and conditions set out in this Offer Booklet or the ASIC Instrument;
(i) acknowledge that no interest is paid on Application Moneys refunded to you for any reason;
(j) acknowledge that Money3 and its employees, officers and agents are not liable for any consequence of the exercise or non-exercise of its discretions referred to in this Offer Booklet;
(k) have not relied on any representation made by Money3, its officers, employees, advisors or agents;
(l) acknowledge that none of Money3 or the Share Registry, or their respective officers, employees, advisors or agents has provided you with any financial product or investment advice or taxation advice in relation to your participation in the SPP or the New Shares or has any obligation to do so;
(m) you are not in the United States and are not acting for the account or benefit of a person in the United States;
(n) if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that you are not applying for more than 11,100 New Shares (including by instructing a Custodian to acquire New Shares on your behalf under the SPP);
(o) certify (if you are applying on your own behalf and not as a Custodian) that the aggregate application price for New Shares applied for in any capacity (except as Custodian) being:
(i) New Shares applied for under the SPP;
(ii) any other Shares acquired by you under the SPP or Shares or interests in the class issued under a similar arrangement in the 12 months preceding your Application under the SPP;
(iii) any other New Shares you have instructed a Custodian to acquire on your behalf under the SPP; and
(iv) any other Shares issued to a Custodian in the 12 months preceding the Application for New Shares as a result of instruction given by you to a Custodian to apply for Shares on your behalf under an arrangement similar to the SPP,
does not exceed $30,000;
(p) if you are a Custodian and are applying for New Shares with a total application price exceeding $29,970 you acknowledge and agree that you must provide a Custodian Certificate by which you certify that:
(i) you are a Custodian as that term is defined in the ASIC Instrument;
(ii) you held Shares on behalf of the Eligible Beneficiary as at the Record Date who has instructed you to apply for New Shares on their behalf and that the Eligible Beneficiary has been given a copy of this Offer Booklet;
(iii) you are not applying on behalf of any Eligible Beneficiary under the SPP for more than 11,100 New Shares;
(iv) you are not participating in the SPP on behalf of a person who is an Ineligible Shareholder and have not distributed this Booklet to such a person; and
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(v) the information in your Custodian Certificate is true and correct and not misleading.
(q) have sought your own independent legal and financial advice with regard to the SPP; and
(r) you acknowledge that if an amount to be returned or refunded to you is A$10 or less, it will be automatically donated to ShareGift Australia. If the amount to be refunded or returned exceeds A$10, Money3 will return or refund this amount to you without interest.
16. Amendment to SPP
Money3 may amend, vary, suspend, withdraw or terminate the SPP in its absolute discretion at any time. Money3 will notify the ASX of any such amendment, variation or termination however, Money3's failure to notify the ASX will not invalidate any such amendment, variation or termination of the SPP.
17. Risks
(a) This section does not seek to describe all the risks to which Money3 or an investment in Money3 is exposed.
(b) Eligible Shareholders wishing to participate in the SPP should be aware that there is a risk that the market price of the Shares may change between the date of the SPP and the date when the New Shares are issued to Eligible Shareholders. In this event, the value of the New Shares that Eligible Shareholders receive may be adversely affected and may mean that up to or after the date on which the New Shares are issued to you, you may be able to purchase ordinary shares in Money3 on the market at a lower price than the price which was offered to you under the SPP. If the market price of Shares is lower than the Offer Price) after the allotment and issue date, the price at which you will be able to sell your New Shares, and their value, will be less than what you paid for them.
(c) There are also regulatory risks including risk of legislative and regulatory changes, risks related to general market conditions including exchange rate risk, interest rates, market sentiment and circumstances and conditions which are not within Money3's control, such as new market entrants and competition.
18. Settling Disputes
Money3 may settle in any manner it sees fit, any difficulties, anomalies or disputes which may arise in connection with the operation of the SPP whether generally or in relation to any Eligible Shareholder or any Application. The decision of Money3 is conclusive and binding on all participants and other persons to whom the determination relates. These rights may be exercised by Money3, its Board of Directors or any of their delegates.
19. Governing Law
The SPP and the terms and conditions set out in this Offer Booklet are governed by the Laws of Victoria and by submitting an Application, you agree to submit to the non-exclusive jurisdiction of the Courts of Victoria.
20. Privacy policy
Money 3's privacy policy applies to an Application under this SPP. The privacy policy is available from money3.com.au.
21. Further Information and Enquiries
Further details about Money3, the Placement and the SPP are included in Money3's ASX announcements, including those released on 7 December 2020, which you are encouraged to
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read. Money3 is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. Copies of Money3's ASX announcements may be viewed on the ASX website at www.asx.com.au (ASX code "MNY").
If you have any enquiries you should contact Money3's share registry, Link Market Services Limited, on 1300 554 474 and +61 1300 554 474 (outside of Australia), between 8.30am to 5.30pm (AEDT time) Monday to Friday.
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22. GLOSSARY
Capitalised terms used in this Offer Booklet have the meanings specified below:
| Allotment Date | means 20 January 2021. |
|---|---|
| Applicant | means an Eligible Shareholder who returns an Application. |
| Application | means an application for New Shares under the SPP by either: (a) a payment via BAY; or (b) a correctly completed and submitted Application Form, together with a cheque or money order. |
| Application Form | means the application form accompanying this Offer Booklet (including any replacement of that application form issued by the Share Registry). |
| Application Moneys | means the moneys to be submitted with an Application to acquire New Shares. |
| ASIC | means the Australian Securities and Investments Commission. |
| ASIC Instrument | means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. |
| ASX | ASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires. |
| Board | means the board of directors of Money3. |
| Closing Date | means 7.00pm AEDT on 11 January 2021. |
| Corporations Act | means the Corporations Act 2001 (Cth) as amended from time to time. |
| Custodian | has the meaning given in Section 9(e). |
| Custodian Certificate | has the meaning given in Section 9(e). |
| Eligible Beneficiary | has the meaning given in Section 9(e). |
| Eligible Shareholder | has the meaning given in Section 5(a). |
| Ineligible Shareholders | is any Shareholder (including a Custodian) to the extent that they: (a) hold Shares on their own account and reside outside Australia or New Zealand; (b) hold Shares on behalf of another person who resides outside Australia or New Zealand; or |
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| (c) hold Shares on behalf of persons in the United States or are acting for the account or benefit of persons in the United States and are participating in the SPP on behalf of those persons. | |
|---|---|
| Maximum Allocation | has the meaning given in Section 7(a). |
| Money3 | means Money3 Corporation Limited ABN 63 117 296 143. |
| New Shares | means Shares issued under the SPP. |
| Offer Booklet | means this offer booklet under which the SPP is being made. |
| Offer Price | means $2.70 per New Share. |
| Opening Date | means 15 December 2020. |
| Placement | has the meaning given in Section 1. |
| Record Date | means 7.00pm AEDT on 4 December 2020. |
| Register | means the Money3 register of members maintained by the Share Registry. |
| Shareholder | means a holder of Shares. |
| Share | means a fully paid ordinary share in Money3. |
| Share Registry | means Link Market Services Limited. |
| SPP | means the share purchase plan offer being conducted by Money3 under the terms and conditions set out in in this Offer Booklet and SPP offer has a corresponding meaning. |
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MONEY3 CORPORATION LIMITED
ABN 63 117 296 143
All Registry communications to:
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
Telephone: 1300 554 474
From outside Australia: +61 1300 554 474
ASX Code: MNY
Website: www.linkmarketservices.com.au
SRN/HIN:
Entitlement Number:
Record Date: 4 December 2020
Offer Opens: 15 December 2020
Issue Price per Share: A$2.70
| Offer Closes | 7:00pm (AEDT): | 11 January 2021 |
|---|---|---|
SHARE PURCHASE PLAN ("SPP") APPLICATION FORM
How do I apply for Shares under this offer?
- Carefully read the SPP Terms and Conditions accompanying this form.
- Decide on the amount you wish to apply for.
- Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.
Option 1: Paying by BPAY®.
Option 2: Paying by Cheque, Bank Draft or Money Order.
- Payments must be in Australian dollars.
PAYMENT OPTIONS
Option 1: Paying by BPAY®
If paying by BPAY®, you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by BPAY® by 7:00pm (AEDT) on 11 January 2021. By paying by BPAY®, you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment.
If you make a payment by BPAY® and Money3 Corporation Limited receives an amount which is not equal to either A$1,080, A$4,995, A$9,990, A$14,985, A$19,980 or A$29,970, Money3 Corporation Limited may round down the number of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,080.
BPAY
Biller Code: 340174
Ref:
Telephone & Internet Banking – BPAY®
Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au
® Registered to BPAY Pty Ltd ABN 69 079 137 518
Option 2: Paying by Cheque, Bank Draft or Money Order
If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.
A. Tick the box beside the amount you wish to apply for, either A$1,080, A$4,995, A$9,990, A$14,985, A$19,980 or A$29,970.
B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to "Money3 Corporation Limited" and crossed "Not Negotiable". Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$1,080, A$4,995, A$9,990, A$14,985, A$19,980 or A$29,970, Money3 Corporation Limited may round down the number of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,080.
C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.
THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.
money3
Please detach and enclose with payment
SRN/HIN:
Entitlement Number:
ABN 63 117 296 143
A
I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):
☐ 400 Shares
A$1,080 OR
☐ 1,850 Shares
A$4,995 OR
☐ 3,700 Shares
A$9,990 OR
☐ 5,550 Shares
A$14,985 OR
☐ 7,400 Shares
A$19,980 OR
☐ 11,100 Shares
A$29,970
B
Make your cheque, bank draft or money order payable to "Money3 Corporation Limited" and crossed "Not Negotiable"
| Drawer | Cheque Number | BSB Number | Account Number | Amount of Cheque |
|---|---|---|---|---|
| A$ .00 |
C
Telephone Number – Business Hours
( )
Telephone Number – After Hours
( )
Contact Name
( )
IMPORTANT INFORMATION
- This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
- If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
- Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Payment by BPAY® or you submit your Acceptance Slip with your Application Payment.
- This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
- If you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 you must complete and submit an additional Schedule that contains additional certifications and details that must be provided ("the Schedule") before your Application will be received. The Schedule can be obtained by contacting the Money3 Corporation Limited SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.
- For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by BPAY®, you certify that the aggregate of the Application Payment paid by you for:
- the parcel of New Shares indicated on this Application Form or BPAY® payment; and
- any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by BPAY® does not exceed A$30,000.
- Money3 Corporation Limited reserves the right to make amendments to this Application Form where appropriate.
- Applicants are not assured of receiving the Shares for which they have applied as Money3 Corporation Limited may scaleback applications in its discretion.
How to Lodge your Acceptance Slip and Application Payment
A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.
Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by BPAY® you do not need to complete or return the Application Form. You should check the processing cut off-time for BPAY® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.
Mailing Address
Money3 Corporation Limited
C/- Link Market Services Limited
GPO Box 3560
Sydney NSW 2001
Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 7:00pm (AEDT) on 11 January 2021. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Money3 Corporation Limited reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.
If you require information on how to complete this Acceptance Slip please contact the Money3 Corporation Limited SPP Offer Information Line on 1300 554 474 if calling within Australia or +61 1300 554 474 if calling from outside of Australia.