Rights Issue Prospectus
Released
Released
Announcement PDF
HASTINGS TECHNOLOGY METALS LTD
ACN 122 911 399
ENTITLEMENT ISSUE PROSPECTUS
For a pro-rata renounceable entitlement issue of 9 Shares for every 20 Shares held by those
Shareholders registered at the Record Date at an issue price of $0.36 per Share together
with 1 free New Option for every 3 Shares applied for and issued to raise up to $22,146,478
(based on the number of Shares on issue as at the date of this Prospectus) (Offer).
An aggregate of $8,750,000 of the Offer is underwritten by the Underwriters. Refer to
Section 6.4.1 for details regarding the terms of the underwriting.
IMPORTANT NOTICE
This document is important and should be read in its entirety. If, after reading this
Prospectus you have any questions about the Securities being offered under this
Prospectus or any other matter, then you should consult your professional advisers without
delay.
The Securities offered by this Prospectus should be considered as highly speculative.
IMPORTANT NOTICE
This Prospectus is dated 27 March
2024 and was lodged with the ASIC
on that date. The ASIC, ASX and their
respective
officers
take
no
responsibility for the contents of this
Prospectus or the merits of the
investment to which this Prospectus
relates.
No Securities may be issued on the
basis of this Prospectus later than 13
months after the date of this
Prospectus.
No person is authorised to give
information or to make any
representation in connection with
this Prospectus, which is not
contained in this Prospectus. Any
information or representation not so
contained may not be relied on as
having been authorised by the
Company in connection with this
Prospectus.
It is important that investors read this
Prospectus in its entirety and seek
professional
advice
where
necessary. The Securities offered by
this Prospectus should be considered
as highly speculative.
Applications for Securities offered
pursuant to this Prospectus can only
be made by an original Entitlement
and Acceptance Form or Shortfall
Application Form.
This Prospectus is a transaction
specific prospectus for an offer of
continuously quoted securities (as
defined in the Corporations Act) and
has been prepared in accordance
with section 713 of the Corporations
Act. It does not contain the same
level of disclosure as an initial public
offering prospectus and is only
required to contain information in
relation to the effect of the issue of
securities on a company and the
rights attaching to the securities. It is
not necessary to include general
information in relation to all of the
assets and liabilities,
financial
position, profits and losses or
prospects of the issuing company.
Representations contained in this
Prospectus are made taking into
account that the Company is a
disclosing entity for the purposes of
the Corporations Act and certain
matters are publicly available
information or may reasonably be
expected to be known to investors
and professional advisers whom
prospective investors may consult.
No Investment Advice
The information contained in this
Prospectus is not financial product
advice or investment advice and
does not take into account your
financial or investment objectives,
financial situation or particular needs
(including financial or taxation
issues). You should seek professional
advice from your accountant,
financial adviser, stockbroker, lawyer
or other professional adviser before
deciding to subscribe for Securities
under this Prospectus to determine
whether it meets your objectives,
financial situation and needs.
Forward-looking statements
This Prospectus contains forwardlooking statements which are
identified by words such as ‘may’,
‘could’,
‘believes’,
‘estimates’,
‘targets’, ‘expects’, or ‘intends’ and
other similar words that involve risks
and uncertainties.
These statements are based on an
assessment of present economic
and operating conditions, and on a
number of assumptions regarding
future events and actions that, as at
the date of this Prospectus, are
expected to take place.
Such forward-looking statements are
not
guarantees
of
future
performance and involve known
and unknown risks, uncertainties,
assumptions and other important
factors, many of which are beyond
the control of the Company, the
Directors and the Company’s
management.
The Company cannot and does not
give any assurance that the results,
performance
or
achievements
expressed or implied by the forwardlooking statements contained in this
Prospectus will actually occur and
investors are cautioned not to place
undue reliance on these forwardlooking statements.
The Company has no intention to
update or revise forward-looking
statements, or to publish prospective
financial information in the future,
regardless
of
whether
new
information, future events or any
other factors affect the information
contained in this Prospectus, except
where required by law.
These forward-looking statements
are subject to various risk factors that
could cause the Company’s actual
results to differ materially from the
results expressed or anticipated in
these statements. These risk factors
are set out in Section 5.
Overseas shareholders
This Offer does not, and is not
intended to, constitute an offer in
any place or jurisdiction in which, or
to any person to whom, it would not
be lawful to make such an offer or to
issue this Prospectus.
It is not practicable for the Company
to comply with the securities laws of
overseas jurisdictions having regard
to
the
number
of
overseas
Shareholders, the number and value
of Shares these Shareholders would
be offered and the cost of
complying
with
regulatory
requirements in each relevant
jurisdiction. Accordingly, the Offer is
not being extended and Securities
will not be issued to Shareholders
with a registered address which is
outside Australia, Bahrain, British
Virgin Islands, Cayman Islands,
Canada, China, the European
Union, Fiji, Hong Kong, Japan,
Malaysia,
New Zealand,
Qatar,
Singapore, Seychelles, Switzerland,
Taiwan, Thailand, Turkey, United
Arab Emirates, the United Kingdom
and the United States.
For further information on overseas
Shareholders
please
refer
to
Section 2.9.
Continuous disclosure obligations
The Company is a “disclosing entity”
(as defined in section 111AC of the
Corporations Act) for the purposes of
section 713 of the Corporations Act
and, as such, is subject to regular
reporting and disclosure obligations.
Specifically, like all listed companies,
the Company is required to
continuously
disclose
any
information it has to the market
which a reasonable person would
expect to have a material effect on
the price or the value of the
Securities.
This Prospectus is intended to be
read in conjunction with the publicly
available information in relation to
the Company which has been
notified to ASX and does not include
all of the information that would be
included in a prospectus for an initial
public offering of securities in an
entity that is not already listed on a
stock exchange. Investors should
therefore have regard to the other
publicly available information in
relation to the Company before
making a decision on whether or not
to invest.
Having taken such precautions and
having made such enquires as are
reasonable, the Company believes
that it has complied with the general
and specific requirements of ASX as
applicable from time to time
throughout the three months before
the issue of this Prospectus which
required the Company to notify ASX
of information about specified
events or matters as they arise for the
purpose of ASX making that
information available to the stock
market conducted by ASX.
i
Please refer to Section 6.2 for further
details.
Target Market Determination
In accordance with the design and
distribution obligations under the
Corporations Act, the Company has
determined the target market for the
offer of Options issued under this
Prospectus. The Company and the
Lead Manager will only distribute this
Prospectus to those investors who fall
within
the
target
market
determination (TMD) as set out on
the
Company’s
website
(www.hastingstechmetals.com/). By
making an application under the
Offer, you warrant that you have
read and understood the TMD and
that you fall within the target market
set out in the TMD.
Electronic Prospectus
A copy of this Prospectus can be
downloaded from the website of the
Company
at
www.hastingstechmetals.com. If you
are accessing the electronic version
of this Prospectus for the purpose of
making an investment in the
Company, you must be a resident of
Australia, Bahrain, British Virgin
Islands, Cayman Islands, Canada,
China, the European Union, Fiji, Hong
Kong,
Japan,
Malaysia,
New Zealand, Qatar, Singapore,
Seychelles, Switzerland, Taiwan,
Thailand, Turkey, United Arab
Emirates, the United Kingdom or the
United States and must only access
this Prospectus from within these
countries.
The Corporations Act prohibits any
person passing onto another person
an Application Form unless it is
attached to a hard copy of this
Prospectus or it accompanies the
complete and unaltered version of
this Prospectus. You may obtain a
hard copy of this Prospectus free of
charge by contacting the Company
by phone on +61 (8) 6117 6118 during
office hours or by emailing the
Company
at
executiveadmin@hastingstechmetals.com
The Company reserves the right not
to accept an Application Form from
a person if it has reason to believe
that when that person was given
access to the electronic Application
Form, it was not provided together
with the electronic Prospectus and
any relevant supplementary or
replacement prospectus or any of
those documents were incomplete
or altered.
Company Website
No documents or other information
available on the Company’s website
is incorporated into this Prospectus
by reference.
Financial forecasts
The Directors have considered the
matters set out in ASIC Regulatory
Guide 170 and believe that they do
not have a reasonable basis to
forecast future earnings on the basis
that the operations of the Company
are
inherently
uncertain.
Accordingly,
any
forecast
or
projection
information
would
contain such a broad range of
potential outcomes and possibilities
that it is not possible to prepare a
reliable best estimate forecast or
projection.
Clearing House Electronic SubRegister System (CHESS) and Issuer
Sponsorship
The Company will apply to
participate in CHESS, for those
investors who have, or wish to have,
a sponsoring stockbroker. Investors
who do not wish to participate
through CHESS will be issuer
sponsored by the Company.
Electronic sub-registers mean that
the Company will not be issuing
certificates to investors. Instead,
investors will be provided with
statements (similar to a bank
account statement) that set out the
number of Securities issued to them
under this Prospectus. The notice will
also advise holders of their Holder
Identification Number or Security
Holder Reference Number and
explain, for future reference, the sale
and purchase procedures under
CHESS and issuer sponsorship.
Electronic sub-registers also mean
ownership of securities can be
transferred without having to rely
upon paper documentation. Further
monthly statements will be provided
to holders if there have been any
changes in their security holding in
the Company during the preceding
month.
Photographs and Diagrams
Photographs used in this Prospectus
which do not have descriptions are
for illustration only and should not be
interpreted to mean that any person
shown endorses the Prospectus or its
contents or that the assets shown in
them are owned by the Company.
Diagrams used in this Prospectus are
illustrative only and may not be
drawn to scale.
Privacy statement
If you complete an Application
Form, you will be providing personal
information to the Company. The
Company collects, holds, and will
use that information to assess your
application, service your needs as a
Shareholder
and
to
facilitate
distribution payments and corporate
communications to you as a
Shareholder.
The information may also be used
from time to time and disclosed to
persons inspecting the register,
including bidders for your securities in
the context of takeovers, regulatory
bodies including the Australian
Taxation Office, authorised securities
brokers, print service providers, mail
houses and the share registry.
You can access, correct, and
update the personal information
that we hold about you. If you wish
to do so, please contact the share
registry at the relevant contact
number set out in this Prospectus.
Collection,
maintenance,
and
disclosure of certain personal
information
is
governed
by
legislation including the Privacy Act
1988
(as
amended),
the
Corporations Act and certain rules
such as the ASX Settlement
Operating Rules. You should note
that if you do not provide the
information
required
on
the
application for Securities, the
Company may not be able to
accept or process your application.
Enquiries
If you are in any doubt as to how to
deal with any of the matters raised in
this Prospectus, you should consult
with your broker or legal, financial or
other professional adviser without
delay. Should you have any
questions about the Offers or how to
accept the Offer please call the
Company Secretary on +61 (8) 6117
6118.
Definitions and Time
Unless the contrary intention appears
or the context otherwise requires,
words and phrases contained in this
Prospectus have the same meaning
and interpretation as given in the
Corporations Act and capitalised
terms have the meaning given in the
Glossary in Section 8.
All references to time in this
Prospectus
are
references
to
Australian Western Standard Time.
ii
CORPORATE DIRECTORY
Directors
Underwriters
Mr Charles Lew
Executive Chairman
Equator Capital Management Ltd
A2-26-2 SohoSuites@KLCC, No 20 Jalan Perak,
Kuala Lumpur 50450
MALAYSIA
Mr Guy Robertson
Executive Director
Mr Neil Hackett
Independent Non-Executive Director
Mr Bruce McFadzean
Independent Non-Executive Director
Mr Malcolm Randall
Independent Non-Executive Director
Mr Jean Claude Steinmetz
Independent Non-Executive Director
Joint Company Secretary
Mr Guy Robertson
Advance Opportunities Fund I
Cricket Square, Hutchins Drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
Mun Kee Chang
163 Tras Street #06-02 Lian Huat Building,
SINGAPORE 079024
Chiu Ling Ngooi
10H Braddell Hill,
Braddell View,#14-31,
SINGAPORE
Neil Franks
Parkhurst House, Jobsons Lane,
Gospel Green, West Sussex, GU27 3BY
Registered Office
Johann Chik
5 Weeks Way,
Bull Creek, WA 6149
Level 6
197 St Georges Terrace
PERTH WA 6000
Yu Huei Wang
2B Cornwall Gardens,
Singapore 269683, Singapore
Telephone: +61 (8) 6117 6118
Email: executive-admin@hastingstechmetals.com
Website: www.hastingstechmetals.com
Paramount Star Investments Limited
20 Collyer Quay, #1904 Singapore 049319
Share Registry*
Lead Manager
Automic Group
Level 5
191 St Georges Terrace
PERTH WA 6000
Canaccord Genuity (Australia) Limited
Level 23
Exchange Tower
2 The Esplanade
PERTH WA 6000
Mr Neil Hackett
Telephone: +61 1300 288 664
Legal advisers
Steinepreis Paganin
Lawyers and Consultants
Level 4
The Read Buildings
16 Milligan Street
PERTH WA 6000
*These entities are included for information purposes only. They have not been involved in the preparation
of this Prospectus and have not consented to being named in this Prospectus.
iii
TABLE OF CONTENTS
1.
KEY OFFER INFORMATION........................................................................................ 1
2.
DETAILS OF THE OFFER .............................................................................................. 7
3.
PURPOSE AND EFFECT OF THE OFFER ..................................................................... 21
4.
RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ............................................. 26
5.
RISK FACTORS ........................................................................................................ 31
6.
ADDITIONAL INFORMATION .................................................................................. 45
7.
DIRECTORS’ AUTHORISATION ................................................................................ 58
8.
GLOSSARY .............................................................................................................. 59
iv
1.
KEY OFFER INFORMATION
1.1
Timetable
Lodgement of Prospectus with the ASIC
Lodgement of Prospectus and Appendix 3B with ASX
Pre-market open,
27 March 2024
Ex date
2 April 2024
Rights start trading
2 April 2024
Record Date for determining Entitlements
5:00pm (WST)
3 April 2024
Offer opening date, Prospectus sent out to Shareholders
and Company announces this has been completed
5 April 2024
Rights stop trading
17 April 2024
Securities quoted on a deferred settlement basis
18 April 2024
Last day to extend the Closing Date
19 April 2024
Closing Date as at 5:00pm*
24 April 2024
ASX and Underwriters notified of under subscriptions
29 April 2024
Underwriters subscribe for Shortfall under terms of
Underwriting Agreements (up to the Underwritten Amount)
30 April 2024
Issue date and lodgement of Appendix 2A with ASX
applying for quotation of the Securities
30 April 2024
Quotation of Shares issued under the Offer*
1 May 2024
Quotation of Options issued under the Offer*
Mid-May 2024
Issue of any remaining Shortfall Securities under the
Shortfall Offer
By no later than 24
July 2024
*The Directors may extend the Closing Date by giving at least 3 Business Days’
notice to ASX prior to the Closing Date. Accordingly, the date the Securities are
expected to commence trading on ASX may vary.
1.2
Key statistics of the Offer
Shares
Minimum
Subscription
($8,750,000)
Full Subscription
($22,146,478)
Offer Price per Share
$0.36
$0.36
Entitlement Ratio (based on existing
Shares)
9 for 20
9 for 20
Shares currently on issue
136,706,652
136,706,652
Shares to be issued under the Offer1
24,305,556
61,517,993
Gross proceeds of the issue of Shares
$8,750,000
$22,146,478
Shares on issue Post-Offer
161,012,208
198,224,645
1
Notes:
1.
Refer to Section 4.1 for the terms of the Shares.
Options
Minimum
Subscription
($8,750,000)
Full Subscription
($22,146,478)
Nil
Nil
1 for 3
1 for 3
Options currently on issue
4,000,000
4,000,000
Options expiring 1 April 20242
(4,000,000)
(4,000,000)
New Options to be issued under the Offer1
8,101,852
20,505,998
Nil
Nil
8,101,852
20,505,998
Offer Price per New Option
Option Entitlement Ratio (based on Shares
subscribed for)
Gross proceeds of the issue of Options
Options on issue Post-Offer
Notes:
1.
Refer to Section 4.2 for the terms of the New Options.
2.
Options expiring 1 April 2024 with exercise price of $6.50 each.
The Offer will have no effect on the Performance Rights on issue.
1.3
Key Risk Factors
Prospective investors should be aware that subscribing for Securities involves a
number of risks and an investment in the Company should be considered as highly
speculative. The future performance of the Company and the value of the
Securities may be influenced by a range of factors, many of which are largely
beyond the control of the Company and the Directors. The key risks associated
with the Company’s business, the industry in which it operates and general risks
applicable to all investments in listed securities and financial markets generally are
set out in Section 5.
1.4
Directors' Interests in Securities
The relevant interest of each of the Directors in the Securities of the Company as
at the date of this Prospectus, together with their respective Entitlement, is set out
in the table below:
Director1
Shares
Performance
Rights
Share
Entitlement
Option
Entitlement
$
Mr Charles
Lew
7,377,658
200,000
3,319,946
1,106,649
1,195,181
Mr Guy
Robertson
62,619
30,000
28,179
9,393
10,144
Mr Neil
Hackett
23,636
30,000
10,637
3,545
3,829
2
Mr Bruce
McFadzean
52,930
50,000
23,819
7,939
8,575
Mr Malcolm
Randall
50,153
50,000
22,569
7,523
8,125
Mr Jean
Claude
Steinmetz
245,044
30,000
110,270
36,757
39,697
Notes:
1.
Refer to the Appendix 3Y for each Director for further details with respect to their relevant
interests in the securities of the Company.
The Board recommends all Shareholders take up their Entitlements. The Directors
reserve the right to take up their respective Entitlement in whole or in part at their
discretion.
1.5
Details of Substantial Holders
Based on publicly available information as at the date of this Prospectus, those
persons which (together with their associates) have a relevant interest in 5% or
more of the Shares on issue are set out below:
Shareholder
Shares
%
L1 Capital Pty Ltd
10,932,690
8.00%
Charles Lew
7,377,658
5.40%
In the event all Entitlements are accepted there will be no change to the
substantial holders on completion of the Offer.
1.6
Underwriting and sub-underwriting
An aggregate of $8,750,000 of the Offer is underwritten by the Underwriters. The
respective underwriting commitment of each Underwriter is set out in Section
6.4.1, together with a summary of the material terms of the underwriting
agreements.
The obligation of each Underwriter to underwrite their respective portion of the
Offer is several and not joint and several.
1.7
Effect on Control
Based on the current shareholdings and Entitlements of Shareholders as at the
date of this Prospectus, if only the Minimum Subscription were to be raised under
the Offer, no Shareholder would increase their holding to an amount in excess of
19.9% through applying for their Entitlements.
Further, as set out in Section 2.6, on the basis of the shortfall allocation policy, no
person will acquire, through participation in the Shortfall Offer a holding of Shares
of, or increase their holding to, an amount in excess of 19.9% of all the Shares on
issue on completion of the Offer.
Further there will be no change to any Shareholder’s voting power as a result of
the issue of the New Options. Where New Options are exercised into Shares, the
voting power of the Shareholders who exercise the New Options will increase. The
3
likelihood of New Options being exercised is dependent on the price of Shares
from time to time until the New Options expire.
In addition, the Company has entered into an underwriting agreement with each
of the Underwriters, pursuant to which the Underwriters have agreed to underwrite
the Offer up to an aggregate of $8,750,000. A summary of the material terms and
conditions of the Underwriting Agreements are set out in Section 6.4.1 of this
Prospectus.
Pursuant to the Underwriting Agreements, each Underwriter is obligated to
subscribe for their Relevant Proportion of the Shortfall, with “Relevant Proportion”
calculated by dividing the amount underwritten by an Underwriter by the Full
Subscription (expressed as a percentage).
By way of example, if an Underwriter has agreed to underwrite the Offer to the
extent of $2,000,000, its Relevant Proportion is equal to 2,000,000/22,146,478 =
9.03%. If the Company raised $15,146,478 under the Offer (representing a shortfall
of $7,000,000), then the Underwriter would be obliged to apply for that number of
Shares which raised an amount equal to 9.03% of the shortfall of $7,000,000, being
$632,000.
The issue of Shares under this Prospectus to the Underwriters may increase the
interest of the Underwriters in the Company and dilute the Shareholding of other
Shareholders to the extent they elect not to participate in the Offer or are ineligible
to participate in the Offer.
The Underwriters’ present relevant interest and voting power and changes under
various scenarios are set out in the table below. The calculations assume that the
Underwriters that are also Shareholders do not take up any of their Entitlement
under each scenario and that none of the shortfall to the Offer is placed by
Canaccord to third parties.
Underwriter
Event
Date of Prospectus
Total Relevant
Interest in Shares
(excluding
associates
interests)
Voting Power %
(*including
associates
interests)
3,439,135
2.52%
Completion of Offer
Equator Capital
Management Ltd
▪
Fully subscribed
3,439,135
1.73%
▪
75% subscribed
5,522,468
2.92%
▪
50% subscribed
7,605,802
4.23%
▪
25% subscribed
9,689,135
5.69%
Date of Prospectus
Nil
N/A
Completion of Offer
Advance
Opportunities Fund
I
▪
Fully subscribed
Nil
N/A
▪
75% subscribed
1,388,889
0.74%
▪
50% subscribed
2,777,778
1.55%
▪
25% subscribed
4,166,667
2.45%
4
Chiu Ling Ngooi
Date of Prospectus
500,000
0.37%
Completion of Offer
Paramount Star
Investments
Limited
Mun Kee Chang
▪
Fully subscribed
500,000
0.25%
▪
75% subscribed
1,194,444
0.63%
▪
50% subscribed
1,888,889
1.05%
▪
25% subscribed
2,583,333
1.52%
Date of Prospectus
Nil
N/A
Completion of Offer
▪
Fully subscribed
Nil
N/A
▪
75% subscribed
694,444
0.37%
▪
50% subscribed
1,388,889
0.77%
▪
25% subscribed
2,083,333
1.22%
Date of Prospectus
5,109,365
3.74%
Completion of Offer
Johann Chik
▪
Fully subscribed
5,109,365
2.58%
▪
75% subscribed
5,456,587
2.89%
▪
50% subscribed
5,803,809
3.23%
▪
25% subscribed
6,151,032
3.61%
Date of Prospectus
Nil
N/A
Completion of Offer
Neil Franks
▪
Fully subscribed
Nil
N/A
▪
75% subscribed
347,222
0.18%
▪
50% subscribed
694,444
0.39%
▪
25% subscribed
1,041,667
0.61%
Date of Prospectus
1,603,058
1.17%
Completion of Offer
Yu Huei Wang
▪
Fully subscribed
1,603,058
0.81%
▪
75% subscribed
1,950,280
1.03%
▪
50% subscribed
2,297,502
1.28%
▪
25% subscribed
2,644,725
1.55%
Date of Prospectus
Nil
N/A
Completion of Offer
▪
Fully subscribed
Nil
N/A
▪
75% subscribed
173,611
0.09%
▪
50% subscribed
347,222
0.19%
▪
25% subscribed
520,833
0.31%
5
The Company, in consultation with the Underwriters, will ensure that the Offer
(including the equitable dispersion of any Shortfall Securities) complies with the
provisions of Chapter 6 of the Corporations Act and is otherwise consistent with
the policy guidelines contained in ASIC Regulatory Guide 6 and Takeovers Panel
Guidance Note 17.
1.8
Potential dilution on non-participating Shareholders
If the Full Subscription is raised under the Offer, Shareholders should note that if
they do not participate in the Offer, their holdings are likely to be diluted by
approximately 31.03% (as compared to their holdings and number of Shares on
issue as at the date of this Prospectus).
No immediate dilution will occur as a result of the issue of New Options under this
Prospectus. However subsequent exercise of any or all of the New Options will
result in dilution.
For illustrative purposes, the table below shows how the dilution may impact the
holdings of Shareholders in the event that the Full Subscription is raised.
Holder
Holding as
at Record
date
% at Record
Date
Entitlements
under the
Offer
Holdings if
Offer not
taken Up
% post Offer
Shareholder 1
10,000,000
7.31%
4,500,000
10,000,000
5.04%
Shareholder 2
5,000,000
3.66%
2,250,000
5,000,000
2.52%
Shareholder 3
1,500,000
1.10%
675,000
1,500,000
0.76%
Shareholder 4
400,000
0.29%
180,000
400,000
0.20%
Shareholder 5
50,000
0.04%
22,500
50,000
0.03%
Notes:
1.
Based on the issued Share capital of the Company as at the date of the Prospectus and
assumes that no additional Shares are issued prior to the record date of the Offer.
2.
The dilutionary effect shown in the table is the maximum percentage on the assumption
that those Entitlements not accepted by Eligible Shareholders are placed under the
Underwriting and Shortfall Offer.
6
2.
DETAILS OF THE OFFER
2.1
The Offer
The Offer is being made as a pro-rata renounceable entitlement issue of 9 Shares
for every 20 Shares held by Shareholders registered at the Record Date at an issue
price of $0.36 per Share together with 1 New Option for every 3 Shares subscribed
for and issued. Fractional entitlements will be rounded up to the nearest whole
number.
Based on the capital structure of the Company as at the date of this Prospectus,
(and assuming no Shares are issued prior to the Record Date) approximately
61,517,993 Shares and 20,505,998 New Options may be issued under the Offer to
raise up to $22,146,478. No funds will be raised from the issue of the New Options.
As at the date of this Prospectus the Company has 4,000,000 Options on issue all
of which are substantially out of the money and are unlikely to be exercised prior
to the Record Date.
All of the Shares offered under this Prospectus will rank equally with the Shares on
issue at the date of this Prospectus. Please refer to Section 4.1 for further
information regarding the rights and liabilities attaching to the Shares. The New
Options will be exercisable at $0.50 on or before the date which is two years
following their date of issue, and otherwise on the terms set out in Section 4.2.
The purpose of the Offer and the intended use of funds raised are set out in Section
3.
2.2
What Eligible Shareholders may do
The number of Securities to which Eligible Shareholders are entitled is shown on
the personalised Entitlement and Acceptance Form which accompanies this
Prospectus or may be accessed at https://investor.automic.com.au/#/home.
Eligible Shareholders may choose any of the options set out in the table below.
Option
Key Considerations
Take up all of
your
Entitlement
•
Should you wish to accept all of your
Entitlement, then your application for
Securities under this Prospectus must be
made by following the instructions on the
personalised Entitlement and Acceptance
Form which accompanies this Prospectus
or which may be accessed at
https://investor.automic.com.au/#/home.
Please read the instructions carefully.
•
Payment can be made by the methods
set out in Section 2.3. As set out in
Section 2.3, if you pay by BPAY or EFT, you
do not need to return the Entitlement and
Acceptance Form.
•
Should you wish to accept all of your
Entitlement and apply for Shortfall Securit
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