AI assistant
SUNCORP GROUP LIMITED — Capital/Financing Update 2023
Feb 21, 2023
65879_rns_2023-02-21_a8b9381c-6379-4436-ad36-979011093839.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
This appendix is available as an online form Only use this form if the online version is not available
+Rule 3.10.3
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
| Question no |
Question | Answer |
|---|---|---|
| 1.1 | *Name of entity We (the entity here named) 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). |
Suncorp Group Limited |
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). |
ABN 66 145 290 124 |
| 1.3 | *ASX issuer code | SUN |
- See chapter 19 for defined terms 5 June 2021
Page 1
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 1.4 | *This announcement is Tick whichever is applicable. |
☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement |
| 1.4a | *Reason for update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. A reason must be provided for an update. |
N/A |
| 1.4b | *Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. |
N/A |
| 1.4c | *Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. |
N/A |
| 1.4d | *Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. |
N/A |
| 1.5 | *Date of this announcement | 22 February 2023 |
| 1.6 | *The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure. |
☐A +bonus issue_(complete Parts 2 and 8) ☐A standard +pro rata issue (non- renounceable or renounceable)(complete_ Q1.6a and Parts 3 and 8) ☐An accelerated offer_(complete Q1.6b and Parts_ 3 and 8) ☐An offer of +securities under a +securities purchase plan_(complete Parts 4 and 8) ☐A non-+pro rata offer of +securities under a +disclosure document or +PDS (complete Parts 5 and 8) ☒A non-+pro rata offer to wholesale investors under an information memorandum(complete Parts 6 and 8) ☐A placement or other type of issue (complete Parts 7 and 8)_ |
| 1.6a | *The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. |
☐Non-renounceable ☐Renounceable |
- See chapter 19 for defined terms 5 June 2021
Page 2
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
| 1.6b | *The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. |
☐Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) ☐Accelerated renounceable entitlement offer (commonly known as an AREO) ☐Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO) |
|---|---|---|
Part 6 – Details of proposed non-pro rata offer to wholesale investors under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information memorandum – conditions
memorandum – conditions |
memorandum – conditions |
memorandum – conditions |
|||
|---|---|---|---|---|---|
| Question No. |
Question | Answer | |||
| 6A.1 | *Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer to wholesale investors under an information memorandum can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. |
No | |||
| 6A.1a | Conditions Answer these questions if your response to 6A.1 is “Yes” |
||||
| *Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. |
*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). |
*Is the date estimated or actual? |
**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. |
Comments | |
| +Security holder approval |
- See chapter 19 for defined terms
5 June 2021
Page 3
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Other (please specify in comment section)
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information memorandum – offer details
memorandum – offer details |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6B.1 | *Class of +securities to be offered under the +information memorandum (please enter both the ASX security code & description) |
Suncorp Wholesale Subordinated Notes 4 (WSN4). WSN4 are AUD-denominated unsecured floating rate subordinated notes that are convertible in certain circumstances into ordinary shares of SGL. |
| 6B.2 | *The number of +securities to be offered under the +information memorandum If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change. |
25,000 WSN4, but there may be more or less. |
| 6B.3 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? |
No |
| 6B.3a | *Describe the minimum subscription condition Answer this question if your response to Q6B.3 is “Yes”. |
N/A |
| 6B.4 | *Will the entity be entitled to accept over- subscriptions? |
Yes |
| 6B.4a | *Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q6B.4 is “Yes”. |
SUN may issue more or less than 25,000 WSN4. There is no maximum limit on the number or value of over-subscription under the Offer that SUN may accept. |
| 6B.5 | *Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? |
Yes |
- See chapter 19 for defined terms 5 June 2021
Page 4
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6B.5a | *Describe the minimum acceptance condition Answer this question if your response to Q6B.5 is “Yes”. |
A minimum subscription amount of A$500,000 applies (unless the WSN4 are otherwise issued in a manner which does not require disclosure in accordance with Part 6D.2 or Part 7 of the Corporations Act.). |
| 6B.6 | *Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? |
No |
| 6B.6a | *Describe the maximum acceptance condition Answer this question if your response to Q6B.6 is “Yes”. |
N/A |
| 6B.7 | *Will a scale back be applied if the offer is over-subscribed? |
Yes |
| 6B.7a | *Describe the scale back arrangements Answer this question if your response to Q6B.7 is “Yes”. |
Suncorp has discretion to determine the method and extent of allocations. |
| 6B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. |
AUD |
| 6B.9 | *Has the offer price been determined? | Yes |
| 6B.9a | *What is the offer price per +security? Answer this question if your response to Q6B.9 is “Yes” using the currency specified in your answer to Q6B.8. |
$10,000 per WSN4 |
| 6B.9b | *How and when will the offer price be determined? Answer this question if your response to Q6B.9 is “No”. |
N/A |
| 6B.9c | *Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q6B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. |
No |
| 6B.9d | *Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q6B.9 is “No” and your response to Q6B.9c is “Yes”. |
N/A |
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information memorandum – timetable
memorandum – timetable |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6C.1 | *Expected date of +information memorandum |
22 February 2023 |
| 6C.2 | *Date when +information memorandum and acceptance forms will be made available to investors |
22 February 2023 |
- See chapter 19 for defined terms 5 June 2021
Page 5
Appendix 3B Proposed issue of +securities
This appendix is available as an online form
Proposed issue of +securities |
||
|---|---|---|
| 6C.3 | *Offer open date | 22 February 2023 |
| 6C.4 | *Closing date for receipt of acceptances | 22 February 2023 |
| 6C.5 | [deleted] | N/A |
| 6C.6 | *Proposed +Issue date | 1 March 2023 |
- See chapter 19 for defined terms 5 June 2021
Page 6
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information memorandum – listing rule requirements
| Question No. |
Question | Answer |
|---|---|---|
| 6D.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’. |
No |
| 6D.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “Yes”. |
N/A |
| 6D.1b | *Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “No”. |
Yes |
| 6D.1b(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. |
25,000 WSN4 (although, as noted above, under the offer, SUN has the ability to issue more or less WSN4). |
| 6D.1c | *Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing your response to Q6D.1 is “No”. |
No |
| 6D.1c(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
N/A |
| 6D.2 | *Is a party referred to in listing rule 10.11 participating in the proposed issue? |
No |
- See chapter 19 for defined terms 5 June 2021
Page 7
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information memorandum – fees and expenses
memorandum – fees and expenses |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6E.1 | *Will there be a lead manager or broker to the proposed offer? |
Yes |
| 6E.1a | *Who is the lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”. |
The Arranger is Barrenjoey Markets Pty Limited and the Joint Lead Managers are: • Barrenjoey Markets Pty Limited • Citigroup Global Markets Australia Pty Limited • Westpac Banking Corporation • UBS AG, Australia Branch |
| 6E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”. |
0.40% of the aggregate principal amount of all WSN4 issued, which will be shared between the Joint Lead Managers equally, plus reimbursement of certain reasonable expenses incurred in connection with the offer. |
| 6E.2 | *Is the proposed offer to be underwritten? | No |
| 6E.2a | *Who are the underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. |
N/A |
| 6E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q6E.2 is Yes |
N/A |
| 6E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
N/A |
| 6E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q6E.2 is "Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform. |
N/A |
| 6E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing and your response to Q6E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. |
N/A |
- See chapter 19 for defined terms
5 June 2021
Page 8
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 6E.2e(i) | *What is the name of that party? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions |
N/A |
| 6E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q6E.2e is “Yes”. |
N/A |
| 6E.2e(iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. |
N/A |
| 6E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? |
No |
| 6E.3a | * Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q6E.3 is “Yes”. |
N/A |
| 6E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “dollar based”. |
N/A |
| 6E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “percentage based”. |
N/A |
| 6E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q6E.3 is “Yes”. |
N/A |
| 6E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
N/A |
- See chapter 19 for defined terms
5 June 2021
Page 9
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information memorandum – further information
memorandum – further information |
||
|---|---|---|
| Question No. |
Question | Answer |
| 6F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list. |
☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below] Additional details: The Notes are being issued as part of the Suncorp Group’s ongoing funding and capital management strategy. The Issuer expects to use the proceeds of issue of the Notes to fund Tier 2 Capital (as described in the Prudential Standards issued by the Australian Prudential Regulation Authority) of one or more Regulated Entities within the Suncorp Group and for general funding purposes. |
| 6F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? |
No |
| 6F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q6F.2 is “Yes”. |
N/A |
| 6F.3 | *Please explain the entity’s allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority |
Suncorp has discretion to determine the method and extent of allocations. The determination of allocations to each Joint Lead Manager is at the discretion of Suncorp as agreed with the Joint Lead Managers. |
| 6F.4 | *URL on the entity’s website where wholesale investors can download the +information memorandum |
https://www.suncorpgroup.com.au/investors/ announcements |
| 6F.5 | Any other information the entity wishes to provide about the proposed offer |
Investors should read the Information Memorandum in full before deciding to invest in WSN4 and consider the risks that could affect the performance of WSN4. |
- See chapter 19 for defined terms 5 June 2021
Page 10
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
| Question No. |
Question | Answer |
|---|---|---|
| 8A.1 | *The +securities proposed to be issued are: Tick whichever is applicable Note: SPP offers must select “existing quoted class” |
☐Additional +securities in a class that is already quoted on ASX ("existing quoted class") ☐Additional +securities in a class that is not currently quoted, and not intended to be quoted, on ASX ("existing unquoted class") ☐New +securities in a class that is not yet quoted, but is intended to be quoted, on ASX ("new quoted class") ☒New +securities in a class that is not quoted, and not intended to be quoted, on ASX ("new unquoted class") |
| 8A.2 | *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: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, “An accelerated offer”, “A non-pro rata offer to wholesale investors under an information memorandum” or “A placement or other type of issue” and your response to Q8A.1 is “existing quoted class” or “new quoted class”. Note: Under Appendix 2A of the Listing Rules, when the entity applies for quotation of the securities proposed to be issued, it gives a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of securities and other financial products and consult your legal adviser. |
☐The publication of a +disclosure document or +PDS for the +securities proposed to be issued ☐The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) ☐The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11) ☒An applicable ASIC instrument or class order ☐Not applicable – the entity has arrangements in place with the holder that ensure the securities cannot be on- sold within 12 months in a manner that would breach section 707(3) or 1012C(6) Note: Absent relief from ASIC, a listed entity can only issue a cleansing notice where trading in the relevant securities has not been suspended for more than 5 days during the shorter of: (a) the period during which the class of securities are quoted; and (b) the period of 12 months before the date on which the relevant securities were issued. |
Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity is taken to have applied 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, the entity will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
- See chapter 19 for defined terms 5 June 2021
Page 11
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Part 8C – details of +securities proposed to be issued (new quoted class or new unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
| Question No. |
Question | Answer |
|---|---|---|
| 8C.1 | *+Security description The ASX security code for this security will be confirmed by ASX in due course. |
Suncorp Wholesale Subordinated Notes 4. WSN4 are AUD-denominated unsecured floating rate subordinated notes that are convertible in certain circumstances into ordinary shares of SGL. |
| 8C.2 | *Security type Select one item from the list. Please select the most appropriate security type from the list. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities” (tradeable securities); or “Wholesale debt securities” (non-tradeable). Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. |
☐Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Wholesale debt securities ☒Other WSN4 are AUD-denominated unsecured floating rate subordinated notes that are convertible in certain circumstances into ordinary shares of SGL. |
| 8C.3 | ISIN code Answer this question if you are an entity incorporated outside Australia and you are proposing to issue a new class of securities other than CDIs. See also the note at the top of this form. |
N/A |
| 8C.3a | ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs) |
N/A |
| 8C.4a | *Will all the +securities proposed to be issued in this class rank equally in all respects from the issue date? |
Yes |
| 8C.4b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8C.4a is “No”. |
N/A |
| 8C.4c | *Provide the actual non-ranking end date Answer this question if your response to Q8C.5a is “No” and your response to Q8C.4b is “Yes”. |
N/A |
| 8C.4d | *Provide the estimated non-ranking end period Answer this question if your response to Q8C.4a is “No” and your response to Q8C.4b is “No”. |
N/A |
- See chapter 19 for defined terms
5 June 2021
Page 12
This appendix is available as an online form
Appendix 3B Proposed issue of +securities
Proposed issue of +securities |
||
|---|---|---|
| 8C.4e | *Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q8C.4a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
N/A |
| 8C.5 | Please attach a document or 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. You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. |
Please refer to the Information Memorandum which will be lodged with the ASX together with a cleansing notice on the issue date of the WSN4, which is expected to be 1 March 2023 for further details about the terms of WSN4. |
| 8C.6 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. |
Yes |
Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21
- See chapter 19 for defined terms 5 June 2021
Page 13