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TRUSCREEN GROUP LIMITED — Share Issue/Capital Change 2026
May 20, 2026
65954_rns_2026-05-20_41615bfc-f64d-4a34-b988-19acd4987fa7.pdf
Share Issue/Capital Change
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NZX
NEW ZEALAND'S EXCHANGE
TE PAEHOKO O AOTEAROA
Corporate Action Notice
(Other than for a Distribution)
| Section 1: Issuer information (mandatory) | ||||
|---|---|---|---|---|
| Name of issuer | Truscreen Group Limited | |||
| Class of Financial Product | Ordinary shares | |||
| NZX ticker code | TRU | |||
| ISIN (If unknown, check on NZX website) | NZTRUE0001S7 | |||
| Name of Registry | MUFG Pension & Market Services (NZ) Limited | |||
| Type of corporate action (Please mark with an X in the relevant box/es) | Share Purchase Plan/retail offer | Renounceable Rights issue or Accelerated Offer | X | |
| Capital reconstruction | Non-Renounceable Rights issue or Accelerated Offer | |||
| Call | Bonus issue | X | ||
| Placement | X | |||
| Record date | 28/05/2026 | |||
| Ex Date (one business day before the Record Date) | 27/05/2026 | |||
| Currency | NZ$/A$ | |||
| External approvals required before offer can proceed on an unconditional basis? | Y | |||
| Details of approvals required | The ability to accept oversubscriptions (if any, as described in more detail below) is subject to shareholder approval by way of Ordinary Resolution, in accordance with NZX Listing Rule 4.2. | |||
| Section 2: Rights issue or Accelerated Offer | ||||
| If Accelerated Offer, structure | N/A | |||
| Number of Rights to be issued or entitlements available for security holders in the Accelerated Offer | 149,465,065 rights | |||
| Maximum number of Equity Securities to be issued if offer is fully subscribed | 149,465,065 | |||
| ISIN of Rights (if applicable) | N/A |
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| Oversubscription facility | Y | |||
|---|---|---|---|---|
| Details of scaling arrangements for oversubscriptions | At Directors' discretion | |||
| Entitlement ratio (for example 1 for 3) | ||||
| Please contact NZX ahead of announcing the offer if each Right will be exercisable for more or less than one Equity Security (i.e unless prior arrangement is made, Rights will be exercisable on a one for one basis) | New | |||
| One (1) | Existing | |||
| Five (5) | ||||
| Treatment of fractions** | Rounded down to nearest whole number | |||
| Subscription price | ||||
| (per Equity Security) | NZ$0.013 / A$ 0.011 | |||
| Letters of entitlement mailed | 29/05/2026 | |||
| Offer open | 29/05/2026 | |||
| Offer close | 17/06/2026 | |||
| Quotation date¹ (if Rights will be quoted) | Not quoted | |||
| Allotment date | Market open on: | |||
| 30/06/2026 | ||||
| Section 3: Bonus issue | ||||
| (delete full section if not applicable, or mark rows as N/A if not applicable)* | ||||
| Number of Financial Products to be issued | One attaching option for every two (2) ordinary shares issued under the Placement (detailed below), up to a total of 35,714,285 options, with the ability to accept oversubscriptions at the Board's discretion and subject to shareholder approval. Each option will entitle the holder to subscribe for one additional share in TruScreen at NZD $0.014 / A $0.012 (with an exercise period of 24 months from the date of issue of the initial share); and |
Up to 30,000,000 options on the same terms as the Placement options to be issued to TRU's Joint Lead Managers (SP Corporate Pty Ltd and Erity Capital Pty Ltd) as consideration for services, subject to shareholder approval. | | | |
| ISIN of security to be issued (if different from Ordinary Shares) | N/A (Options are not quoted) | | | |
| Minimum entitlement | N/A | | | |
| Entitlement ratio (for example 1 for 2) | New | 1 | Existing | 2 |
| Treatment of fractions** | Round down | | | |
| Allotment date | 5 June 2026 for the Placement options | | | |
¹ The Quotation date for Rights will usually be the Ex Date (Listing Rule 4.17.6(b)).
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| Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)^{a} | |
| --- | --- |
| Number of Equity Securities to be issued | Up to 71,428,571
TRU shall have the ability, subject to shareholder approval in accordance with NZX Listing Rule 4.2 if required and in its complete discretion, to accept oversubscriptions over this amount. |
| Issue price per Equity Security | NZ$0.014 / A$ 0.012 |
| Maximum dollar amount of Equity Securities to be issued^{2} | Up to NZ$1,000,000 |
| Proposed issue date | 5 June 2026 |
| Existing holders eligible to participate^{3} | Yes |
| Related Parties eligible to participate^{4} | Subject to shareholder approval |
| Basis upon which participation by existing Equity Security holders will be determined | Eligible wholesale and institutional shareholders will be invited to participate in the Placement by the Lead Managers. |
| Purpose(s) for which the Issuer is issuing the Equity Securities | MDR Compliance/ regulatory - completion by 2028
African market registrations
Clinical evidence development |
2 Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer should instead indicate the maximum dollar amount of Equity Securities to be issued.
3 Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a certain status, such as wholesale, sophisticated or professional investors only.
4 Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties (i.e. restrictions on participation applying to the placement generally should be disregarded).
| | Sales and marketing expansion
Distributor support programmes
Manufacturing capacity – replacement tooling
Working capital |
| --- | --- |
| Reason for placement rather than a pro-rata rights issue or an offer under a Share Purchase Plan in which the Issuer’s existing Equity Security holders would have been eligible to participate | TRU considers a placement structure to be in the best interests of TRU and its existing shareholders, as the placement will allow TRU to access a broader pool of potential investors giving greater certainty around the achievement of the targeted raising size and more favourable pricing for TRU. A Renounceable Rights Issue is intended to be offered in conjunction with the Placement. |
| Equity Securities to be issued subject to voluntary escrow | N |
| Number and class of Equity Securities to be issued that will be subject to voluntary escrow and the date from which they will cease to be escrowed | N/A |
| Section 8: Lead Manager and Underwriter (mandatory) | |
| Lead Manager(s) appointed | Y (in respect of the Placement only) |
| Name of Lead Manager(s) | SP Corporate Pty Ltd and Erity Capital Pty Ltd (in respect of the Placement only) |
| Fees, commission or other consideration payable to Lead Manager(s) for acting as lead manager(s) | In respect of the Placement:
• brokerage fee of 6% of funds raised by the Lead Managers;
• up to 20,000,000 broker options, plus 10 options for every dollar raised in excess of $1 million, will total options capped at 30,000,000 options; and
TRU will pay SP Corporate Advisory A$7,500 + GST for the management and execution of the DVP and cash settlement function. |
| Underwritten | N |
| Name of Underwriter(s) | N/A |
| Extent of underwriting (i.e. amount or proportion of the offer that is underwritten) | N/A |
| Fees, commission or other consideration payable to Underwriter(s) for acting as underwriter(s) | N/A |
| Summary of significant events that could lead to the underwriting being terminated | |
| Section 9: Authority for this announcement (mandatory) | |
| Name of person authorised to make this announcement | Guy Robertson |
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| Contact person for this announcement | Guy Robertson |
|---|---|
| Contact phone number | +61 407 983 270 |
| Contact email address | [email protected] |
| Date of release through MAP | 21/05/2026 |
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