STRUCTURAL MONITORING SYSTEMS PLC — Capital/Financing Update 2021

Nov 28, 2021

Proposed issue of securities

Update Summary

Entity name
STRUCTURAL MONITORING SYSTEMS PLC

Announcement Type
Update to previous announcement

Date of this announcement
29/11/2021

Reason for update to a previous announcement
Amendment to timetable

Refer to next page for full details of the announcement

Proposed issue of securities
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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

STRUCTURAL MONITORING SYSTEMS PLC

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

ARBN

Registration Number

106307322

1.3 ASX issuer code

SMN

1.4 The announcement is

☑ Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Amendment to timetable

1.4b Date of previous announcement to this update

21/10/2021

1.5 Date of this announcement

29/11/2021

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

Proposed issue of securities

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Proposed issue of securities

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?
☑ Yes

3A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or actual?	** Approval received/condition met?
+Security holder approval	25/11/2021	☑ Estimated

Comments

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

SMN : CHESS DEPOSITARY INTERESTS 1:1

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)?	Will the proposed issue of this +security include an offer of attaching +securities?	If the entity has quoted company options, do the terms entitle option holders to participate on exercise?
☑ Existing class	☐ No	☑ No

Details of +securities proposed to be issued

ASX +security code and description

SMN : CHESS DEPOSITARY INTERESTS 1:1

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

Proposed issue of securities

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Proposed issue of securities

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 to be issued	For a given quantity of +securities held
1	8
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued (subject to rounding)
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Fractions rounded up to the next whole number	13,698,630

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 - Australian Dollar	AUD 0.73000

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?
☐ Yes

Describe the scale back arrangements
The Rights Issue is subject to SMN's discretion to scale back applications (if necessary)

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

Proposed issue of securities

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Proposed issue of securities

Part 3C - Timetable

3C.1 +Record date
13/1/2022

3C.2 Ex date
12/1/2022

3C.4 Record date
13/1/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue
14/1/2022

3C.6 Offer closing date
25/1/2022

3C.7 Last day to extend the offer closing date
20/1/2022

3C.9 Trading in new +securities commences on a deferred settlement basis
27/1/2022

3C.11 +Issue date and last day for entity to announce results of +pro rata issue
28/1/2022

3C.12 Date trading starts on a normal T+2 basis
31/1/2022

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
2/2/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?
☑ No

3E.2 Is the proposed offer to be underwritten?
☑ No

Proposed issue of securities

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Proposed issue of securities

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

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
$5m for AEM (debt reduction, capex requirements, working capital), $5m for CVM commercialisation over the next 2-3 years and general 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
For retail shareholders - 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

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 +disclosure document or +PDS for the +securities proposed to be issued

Proposed issue of securities