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STRAKER LIMITED Capital/Financing Update 2021

Jun 1, 2021

65867_rns_2021-06-01_fbac36be-c1fb-4495-8c86-c4743277d736.pdf

Capital/Financing Update

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Announcement Summary

Entity name STRAKER TRANSLATIONS LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday June 2, 2021

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +security code +Security description Maximum Number of+securities to be issued
STG ORDINARY FULLY PAID 5,265,006

Ex date Monday June 7, 2021

+Record date Tuesday June 8, 2021

Offer closing date Monday June 21, 2021

Issue date Monday June 28, 2021

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

STRAKER TRANSLATIONS 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.

1.2 Registered Number Type

ARBN

Registration Number

628707399

1.3 ASX issuer code

STG

1.4 The announcement is

New announcement

1.5 Date of this announcement

Wednesday June 2, 2021

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

  • Non-renounceable

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?

  • +Security holder approval
  • Court approval
  • Lodgement of court order with +ASIC
  • ACCC approval
  • FIRB approval
  • Another approval/condition external to the entity

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

STG : 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

STG : 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 +securitiesto be issued For a given quantity of +securitiesheld
1 10
What will be done with fractionalentitlements? Maximum number of +securitiesproposed to be issued (subject torounding)
Not applicable 5,265,006
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 1.90000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 3C - Timetable

3C.1 +Record date Tuesday June 8, 2021

3C.2 Ex date Monday June 7, 2021

3C.4 Record date

Tuesday June 8, 2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Wednesday June 9, 2021

3C.6 Offer closing date

Monday June 21, 2021

3C.7 Last day to extend the offer closing date

Wednesday June 16, 2021

3C.9 Trading in new +securities commences on a deferred settlement basis

Tuesday June 22, 2021

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Thursday June 24, 2021

3C.11 +Issue date

Monday June 28, 2021

3C.12 Date trading starts on a normal T+2 basis

Tuesday June 29, 2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Thursday July 1, 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?

The Joint Lead Managers are Ord Minnett Limited and Bell Potter Securities Limited

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

This fee will comprise;

a management and selling fee equal to 1.0% of the proceeds raised under the Equity Raising;

an underwriting fee equal to 2.5% of the proceeds raised under the Equity Raising; and

an underwriting fee allocated to co-lead managers and co-managers in the Institutional Bookbuild equal to 1.5% of the dollar value of New Shares allocated to co-lead managers and co-managers in the Institutional Offer bookbuild and Placement;

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

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

Ord Minnett Limited, Bell Potter Securities Limited and Bailador Technology Investment Limited for sub-underwriting

Proposed issue of securities

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

Bailador has agreed agreed to partially sub-underwrite shortfall arising from the retail entitlement offer up to the value of $5.1M in addition to taking up its full pro-rata entitlement in the entitlement offer. Bailador presently has a relevant interest of 11.8% in the Company. Paul Wilson, a director of Straker, is also a director of Bailador.

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

Bailador is not receiving a fee.

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

breach, due dilligence, legal proceedings, conducts, new circumstances, adverse changes, future matters, changes in law, information docments varied or changed without approval - refer to investor presentation

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

offer costs

Part 3F - Further Information

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

to accelerate Straker's growth strategies, pay down debt and pay offer costs

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

All countries other than 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

https://www.strakertranslations.com/about-us/investors/

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

Refer to the Investor Presentation released on 2 June 2021

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