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SPACETALK LTD — Capital/Financing Update 2022
Dec 11, 2022
65842_rns_2022-12-11_9f8fcc20-6a01-4055-a14b-ccdbfef35d3f.pdf
Capital/Financing Update
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Proposed issue of securities
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Update Summary
Entity name SPACETALK LTD
Announcement Type
Update to previous announcement
Date of this announcement
12/12/2022 Reason for update to a previous announcement Extension of closing date as announced to ASX 12/12/2022
Refer to next page for full details of the announcement
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Proposed issue of securities
Part 1 - Entity and announcement details
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1.1 Name of +Entity
SPACETALK LTD
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 93091351530
1.3 ASX issuer code
SPA
1.4 The announcement is
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Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Extension of closing date as announced to ASX 12/12/2022
1.4b Date of previous announcement to this update
23/11/2022
1.5 Date of this announcement
12/12/2022
1.6 The Proposed issue is:
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A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
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- Non-renounceable
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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
SPA : 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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No
Details of +securities proposed to be issued
ASX +security code and description SPA : 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 a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities For a given quantity of +securities to be issued held 20 33
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 132,027,726 whole number or fractions disregarded
Offer price details for retail security holders
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.03000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?
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Yes
Describe the limits on over-subscription
Nil
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
At directors discretion
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Attaching +Security
Is the proposed attaching 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)? New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options subject to exercise price of $0.06 and expiring 22/12/2024
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
| The quantity of attaching +securities to be issued | For a given quantity of the new +securities issued |
|---|---|
| 1 | 2 |
| What will be done with fractional entitlements? | Maximum number of +securities proposed to be issued |
| Fractions rounded down to the nearest whole number or | (subject to rounding) |
| fractions disregarded | 66,013,863 |
Offer price details for retail security holders
| In what currency will the offer be made? | What is the offer price per +security for the retail offer? |
|---|---|
| AUD 0.00000 |
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)?
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Yes
Describe the limits on over-subscription
Nil
Will a scale back be applied if the offer is over-subscribed? Yes
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Describe the scale back arrangements
At directors discretion
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price Expiry date AUD 0.0600 22/12/2024
Details of the type of +security that will be issued if the option is exercised
SPA : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Part 3C - Timetable
3C.1 +Record date
1/12/2022
3C.2 Ex date
30/11/2022
3C.4 Record date
1/12/2022
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
6/12/2022
3C.6 Offer closing date
22/12/2022
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3C.7 Last day to extend the offer closing date 19/12/2022 3C.9 Trading in new +securities commences on a deferred settlement basis 23/12/2022 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 29/12/2022 3C.12 Date trading starts on a normal T+2 basis 30/12/2022 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 4/1/2023 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? Veritas Securities Limited 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of gross proceeds plus up to 2,640,555 Options 3E.2 Is the proposed offer to be underwritten? 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
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Part 3F - Further Information
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3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Restructure costs, inventory and working capital.
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
Participation is limited to holders of securities in Australia and New Zealand
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No
3F.6 URL on the entity's website where investors can download information about the proposed issue
3F.7 Any other information the entity wishes to provide about the proposed issue
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)? Yes
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)
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