Entitlement Issue Prospectus
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THE AGENCY GROUP AUSTRALIA LTD
ACN 118 913 232
ENTITLEMENT ISSUE PROSPECTUS
For a non-renounceable entitlement issue of four (4) Shares for every seven (7) Shares held
by those Shareholders registered at the Record Date at an issue price of $0.065 per Share,
to raise up to approximately $4,484,398 (together with one (1) free attaching listed option
for every two (2) Shares subscribed for and issued (New Option)) (Offer).
Patersons Securities Limited and Aura Capital Pty Ltd will act as Joint Lead Managers to
the Offer. Refer to Section 8.4 for the terms of the Lead Manager Mandate.
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 stockbroker, accountant or
other professional adviser.
The Securities offered by this Prospectus should be considered as speculative.
CONTENTS
1. CORPORATE DIRECTORY.............................................................................................. 1
2. TIMETABLE ..................................................................................................................... 2
3. IMPORTANT NOTES ....................................................................................................... 3
4. DETAILS OF THE OFFER .................................................................................................. 5
5. PURPOSE AND EFFECT OF THE OFFER ......................................................................... 11
6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 16
7. RISK FACTORS ............................................................................................................ 21
8. ADDITIONAL INFORMATION ...................................................................................... 28
9. DIRECTORS’ AUTHORISATION .................................................................................... 38
10. GLOSSARY .................................................................................................................. 39
1. CORPORATE DIRECTORY
Directors Registered Office
Andrew Jensen (Chairman) 68 Milligan Street
John Kolenda (Non-Executive Director) Perth WA 6000
Paul Niardone (Executive Director)
Adam Davey (Non-Executive Director)
Matthew Lahood (Non-Executive Director) Telephone: + 61 8 6380 2555
Facsimile: +61 8 9381 1122
Company Secretary Email: Stuartu@theagencygroup.com.au
Website: www.theagencygroup.com.au
Stuart Usher
Share Registry* Solicitors
Steinepreis Paganin
Advanced Share Registry Services Lawyers and Consultants
110 Stirling Highway Level 4, The Read Buildings
Nedlands WA 6009 16 Milligan Street
Perth WA 6000
Telephone: +61 8 9389 8033
Facsimile: +61 8 9262 3723
Auditor* Lead Managers
Bentleys Audit & Corporate (WA) Pty Ltd Patersons Securities Limited
Level 3 Level 23 Exchange Tower
216 St Georges Terrace 2 The Esplanade
Perth WA 6000 Perth WA 6000
Aura Capital Pty Ltd
Level 24
52 Martin Place
Sydney NSW 2000
* This entity is included for information purposes only. It has not been involved in the preparation of
this Prospectus and has not consented to being named in this Prospectus.
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2. TIMETABLE
Lodgement of Prospectus with the ASIC Monday, 2 September 2019
Lodgement of Prospectus & Appendix 3B with ASX Monday, 2 September 2019
Notice sent to Optionholders Monday, 2 September 2019
Notice sent to Shareholders Wednesday, 4 September 2019
Ex date Thursday, 5 September 2019
Record Date for determining Entitlements Friday, 6 September 2019
Prospectus despatched to Shareholders & Monday, 9 September 2019
Company announces despatch has been
completed
Last day to extend Closing Date* Tuesday, 17 September 2019
Closing Date* Friday, 20 September 2019
Securities quoted on a deferred settlement basis Monday, 23 September 2019
ASX notified of under subscriptions Wednesday, 25 September 2019
Issue Date / Securities entered into Shareholders’ Friday, 27 September 2019
security holdings
Quotation of Securities issued under the Offer* Monday, 30 September 2019
*The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior
to the Closing Date. As such the date the Securities are expected to commence trading on ASX
may vary.
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3. IMPORTANT NOTES
This Prospectus is dated 2 September 2019 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 the 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 Shares the subject of this Prospectus should be
considered highly speculative.
Applications for Securities offered pursuant to this Prospectus can only be
submitted on 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. In making
representations in this Prospectus regard has been had to the fact that the
Company is a disclosing entity for the purposes of the Corporations Act and
certain matters may reasonably be expected to be known to investors and
professional advisers whom potential investors may consult.
3.1 Risk factors
Potential investors should be aware that subscribing for Securities in the Company
involves a number of risks. The key risk factors of which investors should be aware
are set out in Section 7. These risks together with other general risks applicable to
all investments in listed securities not specifically referred to, may affect the value
of the Shares in the future. Accordingly, an investment in the Company should be
considered highly speculative. Investors should consider consulting their
professional advisers before deciding whether to apply for Securities pursuant to
this Prospectus.
3.2 Forward-looking statements
This Prospectus contains forward-looking 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 our Company, the Directors and
our management.
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We cannot and do not give any assurance that the results, performance or
achievements expressed or implied by the forward-looking statements contained
in this prospectus will actually occur and investors are cautioned not to place
undue reliance on these forward-looking statements.
We have 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 our actual results to differ materially from the results expressed or
anticipated in these statements. These risk factors are set out in section 4 of this
Prospectus.
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4. DETAILS OF THE OFFER
4.1 The Offer
The Offer is being made as a non-renounceable entitlement issue of four (4) Shares
for every seven (7) Shares held by those Shareholders registered at the Record
Date at an issue price of $0.065 per Share, to raise up to approximately $4,484,398
(together with one (1) free attaching Option for every two (2) Shares subscribed
for and issued). Fractional entitlements will be rounded down to the nearest whole
number.
Based on the capital structure of the Company as at the date of this Prospectus,
(and assuming no existing Options are exercised prior to the Record Date) a
maximum of 68,996,939 Shares and 34,495,370 New Options will be issued pursuant
to this Offer to raise up to $4,484,398. No funds will be raised from the issue of the
New Options.
As at the date of this Prospectus the Company has 5,588,912 Options on issue all
of which may be exercised prior to the Record Date in order to participate in the
Offer. Please refer to Section 5.4 for information on the exercise price and expiry
date of the Options on issue.
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 6.1 for further
information regarding the rights and liabilities attaching to the Shares.
All of the New Options offered under this Prospectus will be issued on the terms
and conditions set out in Section 6.2.
All Shares issued on conversion of the New Options will rank equally with the Shares
on issue at the date of this Prospectus.
The purpose of the Offer and the intended use of funds raised are set out in Section
5.1.
4.2 Placement
As announced on 1 August 2019, the Company has completed a placement of
16,923,077 Shares at an issue price of $0.065 per Share to sophisticated and
professional investors under the Company’s current Listing Rule 7.1 and 7.1A
placement capacity to raise $1,100,000 (Placement). Pursuant to the terms of the
Placement, participants in the Placement will be issued with 8,461,539 Options.
This Prospectus also contains an offer of 8,461,539 Options to participants in the
Placement (Placement Options Offer). The purpose of the Placement Options
Offer is to remove the need for an additional disclosure document to be issued
under the Placement Options Offer or upon exercise of the Options under the
Placement Options Offer. An application form will be provided to participants in
the Placement in relation to the Placement Options Offer.
4.3 Joint lead managers
Patersons Securities Limited and Aura Capital Pty Ltd have been appointed as
joint lead managers to the Offer. The terms of the appointment of the Joint Lead
Managers are summarised in Section 8.4.
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As part of the fees payable to Patersons and Aura Capital, the Company has
agreed to issue, subject to the receipt of prior Shareholder approval, 12,899,074
Options to the Joint Lead Managers (or their nominee(s)).
This Prospectus also contains an offer of 12,899,074 Options to the Joint Lead
Manager (or their nominee(s)) (Lead Manager Offer). The purpose of the Lead
Manager Offer is to remove the need for an additional disclosure document to
be issued under the Lead Manager Offer or upon exercise of the Options under
the Lead Manager Offer. An application form will be provided to the Joint Lead
Manager in relation to the Lead Manager Offer.
4.4 Minimum subscription
Theminimum subscription in respect of the Offer is the full subscription, being
$4,484,398.
4.5 Acceptance
Your acceptance of the Offer must be made on the Entitlement and Acceptance
Form accompanying this Prospectus. Your acceptance must not exceed your
Entitlement as shown on that form. If it does, your acceptance will be deemed to
be for the maximum Entitlement.
You may participate in the Offer as follows:
(a) if you wish to accept your full Entitlement:
(i) complete the Entitlement and Acceptance Form; and
(ii) make payment by BPAY® or attach your cheque, drawn on an
Australian bank or bank draft made payable in Australian
currency, for the amount indicated on the Entitlement and
Acceptance Form; or
(b) if you wish to accept your full Entitlement and apply for Securities under
the Shortfall Offer (refer to Section 4.10):
(i) complete the Entitlement and Acceptance Form;
(ii) fill in the number of Shares you wish to apply for under the Shortfall
Offer in the space provided on the Entitlement and Acceptance
Form; and
(iii) make payment by BPAY® or attach your cheque, drawn on an
Australian bank or bank draft made payable in Australian
currency, for the appropriate application monies (at $0.065 per
Share)
(c) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space
provided on the Entitlement and Acceptance Form;
(ii) make payment by BPAY® or attach your cheque, drawn on an
Australian bank or bank draft made payable in Australian
currency, for the appropriate application monies (at $0.065 per
Share); or
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(d) if you do not wish to accept all or part of your Entitlement, you are not
obliged to do anything.
4.6 Payment by cheque/bank draft
All cheques must be drawn on an Australian bank or bank draft made payable in
Australian currency to “The Agency Group Australia Ltd – Entitlement Issue
Account” and crossed “Not Negotiable”.
Your completed Entitlement and Acceptance Form and cheque must reach the
Company’s share registry no later than 5:00 pm WST on the Closing Date.
4.7 Payment by BPAY®
For payment by BPAY®, please follow the instructions on the Entitlement and
Acceptance Form. You can only make a payment via BPAY® if you are the holder
of an account with an Australian financial institution that supports BPAY®
transactions. Please note that should you choose to pay by BPAY®:
(a) you do not need to submit the Entitlement and Acceptance Form but are
taken to have made the declarations on that Entitlement and
Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have
taken up your Entitlement in respect of such whole number of Shares
which is covered in full by your application monies.
It is your responsibility to ensure that your BPAY® payment is received by the share
registry by no later than 4:00 pm (WST) on the Closing Date. You should be aware
that your financial institution may implement earlier cut-off times with regards to
electronic payment and you should therefore take this into consideration when
making payment. Any application monies received for more than your final
allocation of Shares (only where the amount is $1.00 or greater) will be refunded.
No interest will be paid on any application monies received or refunded.
The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer
all or part of their Entitlement.
One (1) New Option with an exercise price of $0.065 and an expiry date of 31
December 2020 will be issued for every two (2) Shares subscribed for and issued
under the Offer.
4.8 Underwriting
The Offer is not underwritten.
4.9 Effect on control of the Company
Shareholders should note that if they do not participate in the Offer, their holdings
are likely to be diluted by approximately 36% (as compared to their holdings and
number of Shares on issue as at the date of the Prospectus).
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Examples of how the dilution may impact individual Shareholders is set out in the
table below:
% at Entitlements Holdings if
Holding as at Record under the Offer not % post
Holder Record date Date Offer taken Up Offer
Shareholder 1 10,000,000 8.28% 5,714,286 10,000,000 5.27%
Shareholder 2 5,000,000 4.14% 2,857,143 5,000,000 2.64%
Shareholder 3 1,500,000 1.24% 875,143 1,500,000 0.79%
Shareholder 4 400,000 0.33% 228,571 400,000 0.21%
Shareholder 5 50,000 0.04% 28,571 50,000 0.03%
The potential effect that the issue of the Shares under the Offer will have on the
control of the Company is as follows:
(a) if all Eligible Shareholders take up their Entitlement under the Offer, the
issue of Shares under the Offer will have no effect on the control of the
Company and all Shareholders will hold the same percentage interest in
the Company, subject only to changes resulting from ineligible
Shareholders being unable to participate in the Offer; and
(b) in the more likely event that Eligible Shareholders do not subscribe for their
full Entitlement of Shares under the Offer, those Eligible Shareholders and
ineligible Shareholders unable to participate in the Offer will be diluted
relative to those Shareholders who subscribe for some or all of their
Entitlement as shown by the table above.
4.10 Shortfall Offer
Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.
The Shortfall Offer is a separate offer made pursuant to this Prospectus and will
remain open until the Closing Date. The issue price for each Share to be issued
under the Shortfall Offer shall be $0.065 being the price at which Shares have
been offered under the Offer.
Eligible Shareholders may apply for Securities under the Shortfall Offer, in addition
to taking up their full Entitlement, subject to such applications being received by
the Closing Date.
The Directors, in consultation with the Joint Lead Managers, reserve the right to
issue Shortfall Securities at their absolute discretion. There is no guarantee that
Eligible Shareholders will receive Securities applied for under the Shortfall Offer.
No Securities will be issued to an applicant under the Shortfall Offer if the issue will
result in a holding of Shares of, or increase in holding, to an amount in excess of
19.99% of all the Shares on issue on completion of the Offer.
4.11 ASX listing
Application for Official Quotation of the Securities offered pursuant to this
Prospectus will be made in accordance with the timetable set out at the
commencement of this Prospectus. If ASX does not grant Official Quotation of
the Securities offered pursuant to this Prospectus before the expiration of 3 months
after the date of issue of the Prospectus, (or such period as varied by the ASIC),
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the Company will not issue any Securities and will repay all application monies for
the Securities within the time prescribed under the Corporations Act, without
interest.
The fact that ASX may grant Official Quotation to the Securities is not to be taken
in any way as an indication of the merits of the Company or the Securities now
offered for subscription.
4.12 Issue
Securities issued pursuant to the Offer will be issued in accordance with the ASX
Listing Rules and timetable set out at the commencement of this Prospectus.
Securities issued pursuant to the Shortfall Offer will be issued on a progressive basis.
Where the number of Shares issued is less than the number applied for, or where
no issue is made, surplus application monies will be refunded without any interest
to the Applicant as soon as practicable after the closing date of the Shortfall
Offer.
Pending the issue of the Securities or payment of refunds pursuant to this
Prospectus, all application monies will be held by the Company in trust for the
Applicants in a separate bank account as required by the Corporations Act. The
Company, however, will be entitled to retain all interest that accrues on the bank
account and each Applicant waives the right to claim interest.
Holding statements for Securities issued under the Offer will be mailed in
accordance with the ASX Listing Rules and timetable set out at the
commencement of this Prospectus and for Shortfall Securities issued under the
Shortfall Offer as soon as practicable after their issue.
4.13 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 Shares will not be issued to Shareholders with
a registered address which is outside Australia or New Zealand.
New Zealand
The Securities are not being offered to the public within New Zealand other than
to existing shareholders of the Company with registered addresses in New Zealand
to whom the offer of these securities is being made in reliance on the transitional
provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the
Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New
Zealand).
This Prospectus has been prepared in compliance with Australian law and has not
been registered, filed with or approved by any New Zealand regulatory authority.
This document is not a product disclosure statement under New Zealand law and
is not required to, and may not, contain all the information that a product
disclosure statement under New Zealand law is required to contain.
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Nominees and custodians
Nominees and custodians may not submit an Entitlement and Acceptance Form
on behalf of any Shareholder resident outside Australia and New Zealand without
the prior consent of the Company, taking into account relevant securities law
restrictions. Return of a duly completed Entitlement and Acceptance Form will be
taken by the Company to constitute a representation that there has been no
breach of those regulations.
4.14 Additional offers under this Prospectus
The Company is seeking Shareholder approval for a number of Security issues as
set out in the Notice of General Meeting. This Prospectus also contains the
following offers of Securities, all of which are subject to the Company receiving
Shareholder approval for the various issues at the General Meeting:
(a) An offer of up to 12,899,074 New Options to Patersons and Aura (or their
nominee(s)) (Joint Lead Managers Offer). The purpose of the Joint Lead
Managers Offer is to remove the need for an additional disclosure
document to be issued for the Joint Lead Managers Offer or upon
exercise of the New Options under the Joint Lead Managers Offer.
Application forms will be provided to Patersons and Aura in relation to the
Joint Lead Managers Offer.
(b) An offer of up to 11,138,462 Shares to various consultants to the Company
(or their nominee(s)) as set out in Resolutions 3 to 11 of the Notice of
General Meeting (Consultants) (Consultants Share Offer). The purpose of
the Consultants Share Offer is to remove the need for an additional
disclosure document to be issued for the Consultants Share Offer.
Application forms will be provided to the Consultants in relation to the
Consultants Share Offer.
(c) An offer of up to 82,197,341 Shares and 41,098,670 New Options to the
creditors set out in Resolutions 12 to 16 of the Notice of General Meeting
(Creditors) (Creditors Offer). The purpose of the Creditors Offer is to
remove the need for an additional disclosure document to be issued for
the Creditors Offer or upon exercise of the New Options under the
Creditors Offer. Application forms will be provided to the Creditors in
relation to the Creditors Offer.
(d) An offer of up to 7,692,308 Shares and 4,560,440 New Options, the subject
of Resolutions 17 and 18 of the Notice of General Meeting) to Kalonda
Pty Ltd ATF The Leibowitz Superannuation Fund (or its nominee) (Kalonda)
(Kalonda Offer). The purpose of the Kalonda Offer is to remove the need
for an additional disclosure document to be issued for the Kalonda Offer
or upon exercise of the New Options under the Kalonda Offer. An
application form will be provided to Kalonda in relation to the Kalonda
Offer.
4.15 Enquiries
Any questions concerning the Offer should be directed to Stuart Usher, Company
Secretary, on + 61 8 6380 2555.
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5. PURPOSE AND EFFECT OF THE OFFER
5.1 Purpose of the Offer
The purpose of the Offer is to raise up to $4,484,398 (before costs). No funds will be
raised from the issue of the New Options.
The funds raised from the Offer are planned to be used in accordance with the
table set out below:
Item Proceeds of the Offer Full Subscription %
($)
1. Potential acquisitions and growth 1,491,209 33.25
capital1
2. Repayment of existing debts 1,690,000 37.69
3. Expenses of the Offer2 406,309 9.06
4. Working capital3 896,880 20.00
Total 4,484,398 100
Notes:
1. The Company proposes to allocate these funds towards the execution of potential
acquisitions that are viewed strategic to the core business, that is property sales and
property management divisions.
2. Refer to Section 8.8 for further details relating to the estimated expenses of the Offer.
3. The working capital will be required to fund initiatives towards technology
improvement, intellectual property development, office fit-outs and expansion plans
requiring expenditure including but not limited to marketing costs, in the recruitment of
agents across Australia.
On completion of the Offer, the Board believes the Company will have sufficient
working capital to achieve these objectives.
The above table is a statement of current intentions as of the date of this
Prospectus. As with any budget, intervening events and new circumstances have
the potential to affect the manner in which the funds are ultimately applied. The
Board reserves the right to alter the way funds are applied on this basis.
5.2 Effect of the Offer
The principal effect of the Offer, assuming all Entitlements are accepted and no
Options are exercised prior to the Record Date, will be to:
(a) increase the cash reserves by $4,078,089 (after deducting the estimated
expenses of the Offer) immediately after completion of the Offer
(assuming full subscription);
(b) increase the number of Shares on issue from 120,733,792 as at the date of
this Prospectus to 189,724,531 Shares following completion of the Offer;
and
(c) increase the number of Options on issue from 5,588,912 as at the date of
this Prospectus to 40,084,282 Options following completion of the Offer
(52,983,356 Options including the issue to the Joint Lead Managers (or
their nominees).
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5.3 Pro-forma balance sheet
The unaudited balance sheet as at 30 June 2019 and the unaudited pro-forma
balance sheet as at 30 June 2019 shown below have been prepared on the basis
of the accounting policies normally adopted by the Company and reflect the
changes to its financial position.
The pro-forma balance sheet has been prepared assuming all Entitlements are
accepted, no Options are exercised prior to the Record Date, including expenses
of the Offer and assuming that all Shareholder approvals are obtained at the
General Meeting and the Securities the subject of the Notice of General Meeting
are all issued.
The pro-forma balance sheet has been prepared to provide investors with
information on the assets and liabilities of the Company and pro-forma assets and
liabilities of the Company as noted below. The historical and pro-forma financial
information is presented in an abbreviated form, insofar as it does not include all
of the disclosures required by Australian Accounting Standards applicable to
annual financial statements.
The Company’s annual financial results are in the process of being audited for the
period ending 30 June 2019. The balance sheet as at 30 June 2019 as included in
the Preliminary Final Report and Appendix 4E for the financial year ended
30 June 2019 (lodged with ASX market announcements on 2 September 2019),
has been used as it is the latest balance sheet compiled for the purposes of audit.
There may be changes to the balance sheet as a result of audit proposed
adjustments at the conclusion of the audit estimated to be the end of September
2019. The pro-forma balance sheet does not include a revaluation of the
Intangible Assets.
UNAUDITED PROFORMA
30 June 2019 30 June 2019
CURRENT ASSETS
Cash1 2,597,299 6,085,364
Trade and other receivables 5,107,165 5,107,165
TOTAL CURRENT ASSETS 7,704,464 11,192,529
NON-CURRENT ASSETS
Property, Plant and Equipment 2,570,279 2,570,279
Intangible Assets 40,500,780 40,500,780
Financial assets 1,142,387 1,142,387
TOTAL NON-CURRENT ASSETS 44,213,446 44,213,446
TOTAL ASSETS 51,917,910 55,405,975
CURRENT LIABILITIES
Trade and other payables 13,566,789 12,404,076
Borrowings 21,126,603 13,643,7761,2
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UNAUDITED PROFORMA
30 June 2019 30 June 2019
Provisions 716,307 716,307
TOTAL CURRENT LIABILITIES 35,409,699 26,764,159
Non Current Liabilities
Trade and other payables 35,308 35,308
Provisions 996,927 996,927
Deferred tax liabilities 6,417,605 6,417,605
TOTAL NON CURRENT LIABILITIES 7,449,840 7,449,840
TOTAL LIABILITIES 42,859,539 34,213,999
NET ASSETS 9,058,371 21,191,976
EQUITY
Contributed equity 27,765,049 39,898,654
Reserves 583,426 583,426
Accumulated losses (19,290,104) (19,290,104)
TOTAL EQUITY 9,058,371 21,191,976
Notes:
1. Includes the conversion of debt to equity totalling $5.8 million, that is subject to
Shareholder approval at the General Meeting, Resolutions 12-17 (refer to Section 5.4
below).
2. The Company is in the process of negotiating on refinancing terms which will result in
the reclassification of borrowings from short-term to long-term borrowings.
5.4 Effect on capital structure
The effect of the Offer on the capital structure of the Company, assuming all
Entitlements are accepted and no Options are exercised prior to the Record
Date, is set out below. The tables below also include the Securities for which the
Company is seeking Shareholder approval to issue at the General Meeting.
Shares
Number
Shares currently on issue 120,733,792
Shares offered pursuant to the Offer 68,990,739
Shares to be issued to creditors to the Company in lieu of cash 11,138,462
fees1
Shares to be issued to current creditors (debt for equity 82,197,341
conversion)2
Shares to be issued in repayment of other debt3 7,692,308
Shares to be issued to Directors in lieu of Directors’ fees4 5,980,205
Total Shares on issue after completion of the Offer and assuming 296,732,847
all Shareholder approvals received at the General Meeting
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Notes:
1. It is proposed that these Shares be issued to various creditors to the Company in lieu of
cash fees owing. The issue of these Shares is subject to receipt of the prior approval of
Shareholders at the General Meeting to be held after the Record Date.
2. The issue of these Shares is subject to receipt of the prior approval of Shareholders at
the General Meeting to be held after the Record Date.
3. The issue of these Shares is subject to receipt of the prior approval of Shareholders at
the General Meeting to be held after the Record Date.
4. It is proposed that these Shares be issued to Directors in lieu of director fees owing. The
issue of these Shares is subject to receipt of the prior approval of Shareholders at the
General Meeting to be held after the Record Date.
Options
Number
Options currently on issue:
Unquoted exercisable at $1.20 each on or before 19 1,722,222
December 2019
Unquoted exercisable at $0.60 each on or before 28 3,200,023
December 2019
Unquoted exercisable at $1.20 each on or before 20 66,667
December 2020
Unquoted exercisable at $0.75 each on or before 20 266,667
December 2020
Unquoted exercisable at $0.30 each on or before 11 January 333,333
2022
New Options to be issued:
New Options to be issued to the Joint Lead Managers 12,899,074
(Quoted, exercisable at $0.065 on or before 31 December
2020)1
New Options offered pursuant to the Offer 34,495,370
(Quoted, exercisable at $0.065 on or before 31 December
2020)
New Options issued pursuant to Placement 8,461,539
(Quoted, exercisable at $0.065 on or before 31 December
2020)2
New Options to be issued to current creditors (debt for equity 41,098,670
conversion) (Quoted, exercisable at $0.065 on or before 31
December 2020)3
New Options to be issued in repayment of other debt (Quoted, 3,846,154
exercisable at $0.065 on or before 31 December 2020)4
New Options to be issued for loan facilitation fees (Quoted, 714,286
exercisable at $0.065 on or before 31 December 2020)5
Total Options on issue after completion of the Offer and 107,104,005
assuming all Shareholder approvals received at the General
Meeting
Notes:
1. The issue of these New Options is subject to receipt of the prior approval of
Shareholders at the General Meeting to be held after the Record Date.
2940-15/2201412_24 14
2. Refer to Section 4.2 for details of these Options to be issued pursuant to the Placement.
3. The issue of these New Options is subject to receipt of the prior approval of
Shareholders at the General Meeting to be held after the Record Date.
4. The issue of these New Options is subject to receipt of the prior approval of
Shareholders at the General Meeting to be held after the Record Date.
5. The issue of these New Options is subject to receipt of the prior approval of
Shareholders at the General Meeting to be held after the Record Date.
Performance Shares
Number
Performance Shares currently on issue 3,777,809
Performance Shares offered pursuant to the Offer Nil
Total Performance Shares on issue after completion of the Offer1 0
Note:
1. 2,222,251 Vendor Performance Shares due to convert into Shares on a 1:1 basis after
the Record Date. 1,555,558 Incentive Performance Shares will lapse in accordance
with their terms as the relevant milestones have not been achieved.
The capital structure on a fully diluted basis as at the date of this Prospectus would
be 128,544,955 Shares and on completion of the Offer (assuming all Entitlements
are accepted and no Options are exercised or Performance Shares converted
prior to the Record Date and issue of all Shares contemplated by this Section 5.4)
would be 296,732,847Shares.
No Shares or Options on issue are subject to escrow restrictions, either voluntary or
ASX imposed.
5.5 Details of substantial holders
Based on information available 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 %
Fan Cheung 16,666,667 16.05
Steven Chen 6,359,444 6.13
John Kolenda 17,620,932 14.59
Ben Collier 8,097,208 7.80
Magnolia Equities III Pty Ltd 9,230,770 7.65
Honan Insurance Group Pty Ltd 7,692,308 6.37
Shad Hassen 6,727,240 6.48
In the event all Entitlements are accepted there will be no change to the
substantial holders on completion of the Offer.
2940-15/2201412_24 15
6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES
6.1 Shares
The following is a summary of the more significant rights and liabilities attaching to
Shares being offered pursuant to this Prospectus. This summary is not exhaustive
and does not constitute a definitive statement of the rights and liabilities of
Shareholders. To obtain such a statement, persons should seek independent legal
advice.
Full details of the rights and liabilities attaching to Shares are set out in the
Constitution, a copy of which is available for inspection at the Company’s
registered office during normal business hours.
(a) General meetings
Shareholders are entitled to be present in person, or by proxy, attorney or
representative to attend and vote at general meetings of the Company.
Shareholders may requisition meetings in accordance with section 249D
of the Corporations Act and the Constitution of the Company.
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any
class or classes of shares, at general meetings of shareholders or classes
of shareholders:
(i) each Shareholder entitled to vote may vote in person or by
proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder
or a proxy, attorney or representative of a Shareholder has one
vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy,
attorney or representative of a Shareholder shall, in respect of
each fully paid Share held by him, or in respect of which he is
appointed a proxy, attorney or representative, have one vote for
each Share held, but in respect of partly paid shares shall have
such number of votes as bears the same proportion to the total
of such Shares registered in the Shareholder’s name as the
amount paid (not credited) bears to the total amounts paid and
payable (excluding amounts credited).
(c) Dividend rights
Subject to the rights of any preference Shareholders and to the rights of
the holders of any shares created or raised under any special
arrangement as to dividend, the Directors may from time to time declare
a dividend to be paid to the Shareholders entitled to the dividend which
shall be payable on all Shares according to the proportion that the
amount paid (not credited) is of the total amounts paid and payable
(excluding amounts credited) in respect of such Shares.
The Directors may from time to time pay to the Shareholders any interim
dividends as they may determine. No dividend shall carry interest as
against the Company. The Directors may set aside out of the profits of
2940-15/2201412_24 16
the Company any amounts that they may determine as reserves, to be
applied at the discretion of the Directors, for any purpose for which the
profits of the Company may be properly applied.
Subject to the ASX Listing Rules and the Corporations Act, the Company
may, by resolution of the Directors, implement a dividend reinvestment
plan on such terms and conditions as the Directors think fit and which
provides for any dividend which the Directors may declare from time to
time payable on Shares which are participating Shares in the dividend
reinvestment plan, less any amount which the Company shall either
pursuant to the Constitution or any law be entitled or obliged to retain,
be applied by the Company to the payment of the subscription price of
Shares.
(d) Winding-up
If the Company is wound up, the liquidator may, with the authority of a
special resolution, divide among the Shareholders in kind the whole or
any part of the property of the Company, and may for that purpose set
such value as he considers fair upon any property to be so divided, and
may determine how the division is to be carried out as between the
Shareholders or different classes of Shareholders.
The liquidator may, with the authority of a special resolution, vest the
whole or any part of any such property in trustees upon such trusts for the
benefit of the contributories as the liquidator thinks fit, but so that no
Shareholder is compelled to accept any shares or other securities in
respect of which there is any liability.
(e) Shareholder liability
As the Shares issued will be fully paid shares, they will not be subject to
any calls for money by the Directors and will therefore not become liable
for forfeiture.
(f) Transfer of shares
Generally, shares in the Company are freely transferable, subject to
formal requirements, the registration of the transfer not resulting in a
contravention of or failure to observe the provisions of a law of Australia
and the transfer not being in breach of the Corporations Act and the ASX
Listing Rules.
(g) Future increase in capital
The issue of any new Shares is under the control of the Directors of the
Company. Subject to restrictions on the issue or grant of Securities
contained in the ASX Listing Rules, the Constitution and the Corporations
Act (and without affecting any special right previously conferred on the
holder of an existing share or class of shares), the Directors may issue
Shares as they shall, in their absolute discretion, determine.
(h) Variation of rights
Under section 246B of the Corporations Act, the Company may, with the
sanction of a special resolution passed at a meeting of Shareholders vary
or abrogate the rights attaching to shares.
2940-15/2201412_24 17
If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms
of issue of the shares of that class), whether or not the Company is being
wound up, may be varied or abrogated with the consent in writing of the
holders of three quarters of the issued shares of that class, or if authorised
by a special resolution passed at a separate meeting of the holders of
the shares of that class.
(i) Alteration of constitution
In accordance with the Corporations Act, the Constitution can only be
amended by a special resolution passed by at least three quarters of
Shareholders present and voting at the general meeting. In addition, at
least 28 days written notice specifying the intention to propose the
resolution as a special resolution must be given.
6.2 New Options
(a) Entitlement
Each New Option entitles the holder to subscribe for one Share upon
exercise of the New Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each
New Option will be $0.065 (Exercise Price).
(c) Expiry Date
Each New Option will expire at 5:00pm (WST) on 31 December 2020
(Expiry Date). A New Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
(d) Exercise Period
The New Options are exercisable at any time on or prior to the Expiry Date
(Exercise Period).
(e) Notice of Exercise
The New Options may be exercised during the Exercise Period by notice
in writing to the Company in the manner specified on the New Option
certificate (Notice of Exercise) and payment of the Exercise Price for
each New Option being exercised in Australian currency by electronic
funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of
receipt of the Notice of Exercise and the date of receipt of the payment
of the Exercise Price for each New Option being exercised in cleared
funds (Exercise Date).
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(g) Timing of issue of Shares on exercise
Within 15 Business Days after the Exercise Date, the Company will:
(i) issue the number of Shares required under these terms and
conditions in respect of the number of New Options specified in
the Notice of Exercise and for which cleared funds have been
received by the Company;
(ii) if required, give ASX a notice that complies with section
708A(5)(e) of the Corporations Act, or, if the Company is unable
to issue such a notice, lodge with ASIC a prospectus prepared in
accordance with the Corporations Act and do all such things
necessary to satisfy section 708A(11) of the Corporations Act to
ensure that an offer for sale of the Shares does not require
disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official
quotation on ASX of Shares issued pursuant to the exercise of the
New Options.
If a notice delivered under (g)(i) for any reason is not effective to ensure
that an offer for sale of the Shares does not require disclosure to investors,
the Company must, no later than 20 Business Days after becoming aware
of such notice being ineffective, lodge with ASIC a prospectus prepared
in accordance with the Corporations Act and do all such things
necessary to satisfy section 708A(11) of the Corporations Act to ensure
that an offer for sale of the Shares does not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the New Options rank equally with the then
issued shares of the Company.
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights
of an Optionholder are to be changed in a manner consistent with the
Corporations Act and the ASX Listing Rules at the time of the
reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the New
Options and holders will not be entitled to participate in new issues of
capital offered to Shareholders during the currency of the New Options
without exercising the New Options.
(k) Change in exercise price
A New Option does not confer the right to a change in Exercise Price or
a change in the number of underlying securities over which the New
Option can be exercised.
(l) Quoted
The Company will apply for quotation of the New Options on ASX.
2940-15/2201412_24 19
(m) Transferability
The New Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian securities
laws.
2940-15/2201412_24 20
7. RISK FACTORS
7.1 Introduction
The Securities offered under this Prospectus are considered highly speculative. An
investment in the Company is not risk free and the Directors strongly recommend
potential investors to consider the risk factors described below, together with
information contained elsewhere in this Prospectus and to consult their
professional advisers before deciding whether to apply for Securities pursuant to
this Prospectus.
There are specific risks which relate directly to the Company’s business. In
addition, there are other general risks, many of which are largely beyond the
control of the Company and the Directors. The risks identified in this section, or
other risk factors, may have a material impact on the financial performance of
the Company and the market price of the Securities.
The following is not intended to be an exhaustive list of the risk factors to which the
Company is exposed.
7.2 Company specific
(a) Potential for significant dilution
Upon implementation of the Offer, assuming all Entitlements are
accepted and no Options are exercised or Performance Shares
converted prior to the Record Date the number of Shares in the Company
will increase from 120,733,792 currently on issue to 189,724,531. This means
that each Share will represent a significantly lower proportion of the
ownership of the Company.
It is not possible to predict what the value of the Company or a Share will
be following the completion of the Offer being implemented and the
Directors do not make any representation as to such matters.
The last trading price of Shares on ASX prior to the prospectus being
lodged of $0.064 is not a reliable indicator as to the potential trading price
of Shares after implementation of the Offer.
(b) Additional requirements for capital
The Company’s capital requirements depend on numerous factors.
Depending on the Company’s ability to generate income from its
operations, the Company may require further financing in addition to
amounts raised under the Offer. Any additional equity financing will
dilute shareholdings, and debt financing, if available, may involve
restrictions on financing and operating activities. If the Company is
unable to obtain additional financing as needed, it may be required to
reduce the scope of its operations and scale back its real estate growth
activities as the case may be. There is however no guarantee that the
Company will be able to secure any additional funding or be able to
secure funding on terms favourable to the Company.
(c) Debt financing
The Company currently has existing debt facilities totalling approximately
$12.6 million provided by Macquarie Bank Limited (Macquarie) which
2940-15/2201412_24 21
holds first ranking registered security over all present and future assets of
the Company and its subsidiaries.
Existing terms under the current Macquarie facilities remain unchanged
until 30 September 2019, at which time any extension under existing terms
may be negotiated with Macquarie and subject to its credit approval
processes.
The Company is currently in discussions with multiple lenders including
Macquarie in the negotiation for either the extension or refinancing of its
existing facilities.
In the event of any change or refinancing of the existing facilities, the
terms and facility limits will be subject to variation and may include new
covenants and/or amendments to fees or pricing which may be more
financially onerous for the Company.
(d) Conversion of debt
The Company notes that, as set out in the Notice of General Meeting, the
Company is seeking Shareholder approval for the issue of Shares and
Options to related and unrelated parties for the conversion of debt of
approximately $6,300,000. If Shareholder approval is not obtained for the
proposed Security issues, the Company will need to renegotiate
repayment of this debt with the creditors.
(e) Reliance on key personnel
The responsibility of overseeing the day-to-day operations and the
strategic management of the Company depends substantially on their
senior management and key personnel. There can be no assurance
given that there will be no detrimental impact on the Company if one or
more of these employees cease their employment or if one or more of
the directors of the Company leaves the Board.
(f) Lenders' willingness to employ third-party distribution channels
The Company’s mortgage business and the mortgage broking industry
generally, is reliant on lenders' willingness to employ third-party distribution
channels as a means of marketing their loan products. Depending on
the relative cost of other distribution methods in the future, lenders may
also decide to decrease their reliance on (or not to use) third-party
channels, develop competing distribution channels or reduce current
upfront or trail commission terms, any of which would have a significant
adverse effect on the industry generally and on the Company. The
Company is also reliant on receiving access to competitive products from
the Finsure Lending Panel (a suite of lending institutions in Australia) to
enable brokers to attract customers in an increasingly competitive
mortgage market. There can be no assurance that Finsure Lending Panel
will continue to be able to access competitive products.
(g) Supplier risk
The Company sources a number of products and services from
outsourced suppliers. Examples include mortgage aggregator services
through Finsure. Any material changes in trading terms and/or supply
from outsourced suppliers may impact the Company's ability to provide
2940-15/2201412_24 22
the current suite of products and services to its customers at the current
pricing and gross margin on mortgage lines.
(h) Technology risk
The Company's real estate business "The Agency" is built around
technology that gives the Company's sales representatives the ability to
work from any location with a few large regional offices for support. Any
interruption to the daily service, operation and maintenance of this
technology plus failure or delay continuing to develop new functionality
to the technology may have a material impact on the Company's
current and future revenues. The Company also relies on a number of
management information systems to enable the efficient running of the
business. Whilst standard back-up, storage and recovery procedures are
implemented, including offsite storage of back-up data, any event that
causes harm or destroys the original and back-up data may have a
material impact on the Company's ability to maintain continuous
operations for the period of time required to remedy the cause of business
interruption.
(i) Security risk
The Company relies upon the security of its management information
systems, payment systems, website and client database. Any breaches
of security including cyberattacks to the website or database that may
cause damage, loss of operation or access to customer records by
unauthorised parties could cause material impact or interruption to the
Company's continuous operation and therefore financial results.
Damage, loss or misuse of client records may cause a loss of confidence
in the Company by its clients as well as reputational damage.
(j) Customer service
Ausnet relies upon both the continuous operation of its website as well as
the ability to provide an acceptable level of customer assistance and
service via its own staff and/or outsource providers. Any event that
causes customer service to fall to inadequate or unacceptable levels
may cause reputational damage and consequently a reduction in the
Company's ability to retain existing customers and attract new customers.
Any loss of existing or new customers will impact the Company's revenues.
(k) Infringement of Intellectual Property Rights
Should the Company be accused of infringing a third-party's intellectual
property rights or trademarks and commence legal proceedings against
the Company, the Company may incur significant costs in defending
such proceedings, regardless of the outcome. Defending legal
proceedings can often be defocusing for management and possibly
other staff, which may divert their attention from the optimal
management of the Company and results. Should a third-party obtain
injunctive or other relief, it may prevent the Company from further use of
the related intellectual property or trademark. Should such litigation be
successful, the Company may also be caused to pay damages to the
third-party and incur additional cost in the future to use or replace the
functionality of the related intellectual property or trademark.
2940-15/2201412_24 23
(l) IT systems
The Company’s ability to manage service and pay its client database is
dependent on its information technology systems (including its customer
relationship management software) and relationships with service
providers. Interruptions, failure or delay in the provision of services could
severely impact the business operations of the Company as damaging
the Company’s reputation. Any issues with Ausnet's information
technology systems may also impact on the Company's operational
capabilities and financial performance.
(m) Dependency on Licences for financial services businesses
The Company’s mortgage broking and financial services businesses are
dependent on relevant government licences and can be revoked if
certain conditions are breached. If theses licences were revoked, this
would have an adverse effect on revenue for these business units.
(n) Reliance on external software providers
The Company’s mortgage business is reliant on software provided by
Finsure to facilitate their business including its customer relationship
management software). There is a risk that a transfer to a new
aggregator, and with it, new software systems, could cause some
disruption to the business.
7.3 Industry specific
(a) Competition risks
The Company operates in a highly competitive market. Therefore, it faces
the risk that increasing levels of competition, including competition from
business models using new technology platforms, could result in, among
other things, the Company foregoing a greater proportion of its profit
margin to retain volumes of mortgages written, reduced upfront
commissions and trail commissions and changes to the structure of
upfront commissions and trail commissions by lenders (such as the
replacement of trail commissions with up-front commissions). This may
result in reduced revenue, reduced operating margins and a loss of
market share, which may have a material adverse effect on the
Company's business, operating and financial performance and position
and future prospects.
(b) Importance of licences for the Company’s core business activities
The Company currently holds an Australian credit licence (ACL) to
engage in mortgage broking activities, in order to conduct its business.
This licence enables the Company to engage and facilitate mortgage
activities. Compliance with the obligations of the licences is the
responsibility of the licensee. If the Company does not comply with the
conditions of their licences or meet regulatory requirements, it could be
subject to penalties, more onerous licence conditions and the imposition
of licence restrictions for the loss of that licence. If the Company is unable
to retain its licence or has restrictions imposed on this licence, it may not
be able to continue to operate its business, or aspects of its business, in its
current form. This would have a material adverse impact on the financial
performance and position of the business.
2940-15/2201412_24 24
(c) Regulatory risks
In Australia, the mortgage broking industry is primarily regulated by ASIC
and the National Consumer Credit Protection Act 2009 (Cth) (NCCP Act).
The industry is also subject to a variety of other laws including privacy,
financial transaction reporting and money laundering. If the Company
does not meet regulatory requirements, such as various responsible
lending obligations under the NCCP Act, it may suffer penalties or the
ability to maintain its current ACL. Therefore, the Company’s operating
activities may be affected, which is likely to have a material impact on
the Company's business and financial performance. These penalties may
include (but are not limited to): fines, compensation, and cancellation or
suspension of authority to carry on business. In addition, the regulatory
framework governing the mortgage broking industry is subject to change.
This could have an impact on the mortgage broking industry or on the
Company's operations. Depending on the nature of any such changes,
they may adversely impact the operations or future financial
performance of the Company. The repercussions of the Banking Royal
commission are still unknown from a regulatory perspective as well as the
effect it may have on the availability of credit. A tightening of the
availability of credit may cause an adverse effect on the real estate
market.
(d) Conduct of mortgage brokers and credit representatives
The Company’s mortgage business faces a number of risks arising from
the conduct of mortgage brokers. It is noted that under the NCCP Act,
the Company is liable to customers for any loss or damage they suffer as
a result of a mortgage broker's conduct. This applies to conduct that
relates to credit activity on which the customer could reasonably be
expected to rely and in fact relied in good faith. Where the Company is
responsible for the conduct of its credit representative, the customer has
the same remedies against the Company as it has against the credit
representative. This means that customers can take action against the
Company in respect of a mortgage broker's conduct.
7.4 General risks
(a) Interest Rates
Australian consumers and residential borrowers currently enjoy historically
low interest rates which have contributed to the growth of the
Company’s loan book. In the event interest rates significantly increase,
potential borrowers' willingness and ability to borrow may be greatly
reduced and the volume of loans settled could significantly decrease,
affecting the Company’s loan book and the associated financial
performance of the Company.
(b) Funding Risks
If the Company incurs unexpected costs or is unable to generate
sufficient operating income, further funding may be required. The
Company may require additional funding to carry out the full scope of its
plans.
The Company's ability to effectively implement its business and
operations plans in the future, to take advantage of opportunities for
acquisitions, joint ventures or other business opportunities and to meet
2940-15/2201412_24 25
any unanticipated liabilities or expenses which the Company may incur
may depend in part on its ability to raise additional funds. The Company
may seek to raise further funds through equity or debt financing or other
means. Failure to obtain sufficient financing for the Company's activities
may result in delay and indefinite postponement of the development of
key software products or sales and marketing activities. There can be no
assurance that additional finance will be available when needed or, if
available, the terms of the financing might not be favourable to the
Company and might involve substantial dilution to Shareholders.
Loan agreements and other financing rearrangements such as debt
facilities, convertible note issue and finance leases (and any related
guarantee and security) that may be entered into by the Company may
contain covenants, undertakings and other provisions which, if
breached, may entitle lenders to accelerate repayment of loans and
there is no assurance that the Company would be able to repay such
loans in the event of an acceleration. Enforcement of any security
granted by the Company or default under a finance lease could also
result in the loss of assets.
The Company is exposed to risks associated with its financial instruments
(consisting of cash, receivables, accounts payable and accrued liabilities
due to third parties from time to time). This includes the risk that a third-
party to a financial instrument fails to meet its contractual obligations; the
risk that the Company will not be able to meet its financial obligations as
they fall due; and the risk that market prices may vary which will affect
the Company's income.
(c) Economic
General economic conditions, introduction of tax reform, new legislation,
movements in interest and inflation rates and currency exchange rates
may have an adverse effect on the Company’s business activities and
potential research and development programmes, as well as on their
ability to fund those activities. The real estate markets in Western Australia,
New South Wales, Victoria and Queensland have been declining and the
rate of decline is unknown with both number of transactions reducing
and values of properties. The Agency operates in all these markets.
(d) Insurance risks
The Company intends to insure its operations in accordance with industry
practice. However, in certain circumstances, such insurance may not be
of a nature or level to provide adequate insurance cover. The
occurrence of an event that is not covered or fully covered by insurance
could have a material adverse effect on the business, financial condition
and results of the Company effected.
(e) Litigation risks
The Company is exposed to possible litigation risks. Further, the Company
may be involved in disputes with other parties in the future which may
result in litigation. Any such claim or dispute if proven, may impact
adversely on the Company’s operations, financial performance and
financial position. The Company is not currently engaged in any litigation.
2940-15/2201412_24 26
(f) Market conditions
Share market conditions may affect the value of the Company’s quoted
securities regardless of the Company’s operating performance. Share
market conditions are affected by many factors such as:
(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.
The market price of securities can fall as well as rise and may be subject
to varied and unpredictable influences on the market for equities in
general and technology related stocks in particular. Neither the
Company nor the Directors warrant the future performance of the
Company or any return on an investment in the Company.
7.5 Speculative investment
The above list of risk factors ought not to be taken as exhaustive of the risks faced
by the Company or by investors in the Company. The above factors, and others
not specifically referred to above, may in the future materially affect the financial
performance of the Company and the value of the Securities offered under this
Prospectus.
Therefore, the Securities to be issued pursuant to this Prospectus carry no
guarantee with respect to the payment of dividends, returns of capital or the
market value of those Securities.
Potential investors should consider that the investment in the Company is highly
speculative and should consult their professional advisers before deciding
whether to apply for Securities pursuant to this Prospectus.
2940-15/2201412_24 27
8. ADDITIONAL INFORMATION
8.1 Litigation
As at the date of this Prospectus, the Company is not involved in any legal
proceedings and the Directors are not aware of any legal proceedings pending
or threatened against the Company.
8.2 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 Company’s securities.
This Prospectus is a “transaction specific prospectus”. In general terms a
“transaction specific prospectus” 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.
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 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 3
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.
Information that is already in the public domain has not been reported in this
Prospectus other than that which is considered necessary to make this Prospectus
complete.
The Company, as a disclosing entity under the Corporations Act states that:
(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company
(not being documents referred to in section 1274(2)(a) of the
Corporations Act) may be obtained from, or inspected at, the offices of
the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge,
to any person on request between the date of issue of this Prospectus
and the Closing Date:
(i) the annual financial report most recently lodged by the
Company with the ASIC;
2940-15/2201412_24 28
(ii) any half-year financial report lodged by the Company with the
ASIC after the lodgement of the annual financial report referred
to in (i) and before the lodgement of this Prospectus with the
ASIC; and
(iii) any continuous disclosure documents given by the Company to
ASX in accordance with the ASX Listing Rules as referred to in
section 674(1) of the Corporations Act after the lodgement of the
annual financial report referred to in (i) and before the
lodgement of this Prospectus with the ASIC.
Copies of all documents lodged with the ASIC in relation to the Company can be
inspected at the registered office of the Company during normal office hours.
Details of documents lodged by the Company with ASX since the date of
lodgement of the Company’s latest annual financial report and before the
lodgement of this Prospectus with the ASIC are set out in the table below.
Date Description of Announcement
2 September 2019 Financial Results – Strong financial and operational
growth
2 September 2019 Appendix 4E & Preliminary Final Report
23 August 2019 Notice of General Meeting / Proxy Form
22 August 2019 Ceasing to be a substantial holder
19 August 2019 Change in substantial holding
9 August 2019 Revised Appendix 3B
9 August 2019 Becoming a substantial holder
7 August 2019 Becoming a substantial holder
7 August 2019 Becoming a substantial holder
1 August 2019 Appendix 3B & S708A Cleansing Notice
1 August 2019 Appendix 4V – Quarterly and Commetary
30 July 2019 Market Update – Indicative Timetable
24 July 2019 $5.6m raised & $5.8m of debt to convert – growth on
track
22 July 2019 Trading Halt
10 July 2019 June Quarter Update
17 June 2019 Significant growth across key metrics & opens 2 new
offices
30 April 2019 Market Update Presentation
30 April 2019 Appendix 4C - Quarterly and commentary
16 April 2019 AO1: Inspector360 set for trial with leading property
agency
12 April 2019 Strong Quarter for The Agency Group
1 March 2019 Half Year Accounts - Amended
1 March 2019 Half Year Results Commentary
2940-15/2201412_24 29
Date Description of Announcement
1 March 2019 Half Year Accounts
1 March 2019 Appendix 4D
20 February 2019 Initial Director's Interest Notice
20 February 2019 Final Director's Interest Notice
18 February 2019 Appointment of new interim Chairman
13 February 2019 Change of Director's Interest Notice - amended
13 February 2019 Change of Director's Interest Notice
13 February 2019 Change of Director's Interest Notice
31 January 2019 Appendix 4C - Quarterly and commentary
31 January 2019 Letter to Shareholders
30 January 2019 Response to Appendix 3Y Query
29 January 2019 Becoming a substantial holder
29 January 2019 Becoming a substantial holder
25 January 2019 Becoming a substantial holder
25 January 2019 Becoming a substantial holder
25 January 2019 Becoming a substantial holder
24 January 2019 Becoming a substantial holder
24 January 2019 Initial Director's Interest Notice
24 January 2019 Change of Director's Interest Notice x 4
17 January 2019 Appendix 3B
17 January 2019 Reinstatement to Official Quotation
17 January 2019 Completion of Top Level acquisition
17 January 2019 Extension of voluntary suspension
15 January 2019 Suspension from Official Quotation
11 January 2019 Trading Halt
11 January 2019 Pause in Trading
27 December 2018 Release of escrow
21 December 2018 Grant of ASX Listing Rule Waiver
21 December 2018 Revised timetable for settlement with Top Level
17 December 2018 Update on Top Level transaction
13 December 2018 Revised timetable for Bonus Issue and Appendix 3B
10 December 2018 Market Update
4 December 2018 Consolidation and Bonus Issue Update
28 November 2018 The Agency to become a national brand
28 November 2018 Results of AGM
28 November 2018 Results of adjourned meeting
20 November 2018 Appendix 3B
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Date Description of Announcement
20 November 2018 Prospectus
15 November 2018 Vicus acquisition approved and Bonus Share issue
update
15 November 2018 Results of Meeting
14 November 2018 Addendum to the Notice of Meeting/proxy form
14 November 2018 Top Level Acquisition Update
14 November 2018 Update - Consolidation/Split - AU1
31 October 2018 Appendix 4C – Quarterly and commentary
26 October 2018 Notice of Annual General Meeting/Proxy Form
22 October 2018 Consolidation/Split - AU1
17 October 2018 Notice of General Meeting/Proxy Form
17 October 2018 Letter to Optionholders – Bonus Issue
17 October 2018 Bonus Issue and Appendix 3B
1 October 2018 Appendix 4G
1 October 2018 Annual Report to Shareholders
ASX maintains files containing publicly available information for all listed
companies. The Company’s file is available for inspection at ASX during normal
office hours.
The announcements are also available through the Company’s website
www.theagencygroup.com.au.
8.3 Market price of shares
The Company is a disclosing entity for the purposes of the Corporations Act and
its Shares are enhanced disclosure securities quoted on ASX.
The highest, lowest and last market sale prices of the Shares on ASX during the
three months immediately preceding the date of lodgement of this Prospectus
with the ASIC and the respective dates of those sales were:
Highest $0.095 17 June 2019
Lowest $0.061 9 August 2019
Last $0.064 29 August 2019
8.4 Lead Manager Mandate
Patersons and Aura Capital (Joint Lead Managers) have entered into a mandate
with the Company whereby Patersons and Aura were appointed to act as Joint
Lead Managers to the Offer (Mandate).
Pursuant to the Mandate, the Company has agreed to pay the Joint Lead
Managers the following:
(a) Corporate fee: Patersons will receive a $50,000 payable 50% on
commencement of the Prospectus preparation and 50% on completion
of the Placement and the Offer (Capital Raisings);
2940-15/2201412_24 31
(b) Issue Management Fee: 2% of the total gross amount raised in the Capital
Raising, (excluding any proceeds from the issue of shares in repayment
for exiting debts);
(c) Firm Commitment Fee: 5% of the gross amount of firm commitments by
the Joint Lead Managers in the Capital Raisings, (excluding any proceeds
from the issue of shares in repayment for exiting debts);
(d) Selling Fees: 5% of the gross amount raised in the placement of Shortfall
in excess of the firm commitment amount (if any) by the Joint Lead
Managers, excluding any proceeds from the issue of Shares in repayment
for exiting debts.
(e) Broker Options: Subject to receipt of prior Shareholder approval, the Joint
Lead Managers (or their nominees) will be issued with Options as follows:
(i) 2,100,000 Options to Patersons (or its nominee); and
(ii) 3,900,000 Options to Aura (or its nominees).
(f) Firm Commitment Options: Subject to receipt of prior Shareholder
approval, one Option for every 10 Shares subject to a Firm Commitment
in the Offer (totalling up to approximately 6,899,074 Options).
The Company has agreed not to offer, sell or market, contract to sell, otherwise
dispose of or announce the sale, directly or indirectly, of any Shares or other
securities which are convertible into or exchangeable or contain the right to
acquire Shares, without the prior written consent of Patersons and Aura for a
period of three months commencing on the closing date of the Offer.
Adam Davey, a Non-Executive Director of the Company, is a Director, Wealth
Management, at Patersons Securities Limited.
8.5 Interests of Directors
Other than as set out in this Prospectus, no Director or proposed Director holds, or
has held within the 2 years preceding lodgement of this Prospectus with the ASIC,
any interest in:
(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in
connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,
and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to a Director or proposed Director:
(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:
(i) the formation or promotion of the Company; or
2940-15/2201412_24 32
(ii) the Offer.
Security holdings
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:
Director Shares Options Performance Entitlement $
Shares
Andrew 80,4151 Nil Nil 45,951 $2,987
Jensen
John Kolenda 17,620,9322 Nil 266,6673 10,069,104 $654,49
2
Adam Davey 917,1444 338,0955 266,6676 524,082 $34,065
Paul 1,592,0627 Nil 116,2378 909,750 $59,134
Niardone
Matthew 5,412,3699 Nil Nil 3,092,782 $201,03
Lahood 1
Notes:
1. Consisting of 48,249 Shares held indirectly by A Jensen and K Jensen <A&K Jensen Super
Fund A/C> and 32,166 held by Mr Jensens’ spouse.
2. Comprising 7,987,599 Shares held indirectly by Daring Investments Pty Ltd and 9,633,333
Shares held by Daring Investments Pty Ltd <Kolenda Family A/C>.
3. Held directly by Mr Kolenda.
4. Comprising 32,516 Shares held indirectly by Court Securities Pty Ltd, 135 Shares held by A
Davey <Tony Lelbowitz & Noah Davey>, 16,108 Shares held by A Davey & M Davey <The
Davey Super Fund A/C>, 108 Shares held by A Davey <Shenton Park Investments A/C>
and 55 Shares held by Mr Davey’s spouse.
5. 4,762 Options held indirectly by Court Securities Pty Ltd and exercisable at 30 April 2019
and 333,333 Options held indirectly by A Davey <Shenton Park Investments A/C> and
exercisable at 11 January 2022.
6. Held directly by Mr Davey.
7. Comprising 1,391,269 Shares held indirectly by Trindis Pty Ltd, 56 Shares held by Mr
Niardone’s spouse and 84,500 Shares held by Asset Corporate & Investor Relations Pty
Ltd.
8. Held indirectly by Trindis Pty Ltd.
9. Comprising 5,105,702 Shares held indirectly by Teldar Real Estate Pty Ltd <MJ Lahood
Family A/C> and 329,805 Shares held indirectly by BNP Paribus Nominees Pty Ltd <IB AU
Noms Retail Client DRP>.
The Board recommends all Shareholders take up their Entitlement. If Mr John
Kolenda elects to accept his Entitlement, he will only do so to the extent that his
voting power in the Company would be as close to, but not exceeding, 20%.
Remuneration
The remuneration of an executive Director is decided by the Board, without the
affected executive Director participating in that decision-making process. The
total maximum remuneration of non-executive Directors is initially set by the
Constitution and subsequent variation is by ordinary resolution of Shareholders in
2940-15/2201412_24 33
general meeting in accordance with the Constitution, the Corporations Act and
the ASX Listing Rules, as applicable. The determination of non-executive Directors’
remuneration within that maximum will be made by the Board having regard to
the inputs and value to the Company of the respective contributions by each
non-executive Director.
A Director may be paid fees or other amounts (i.e. non-cash performance
incentives such as Options, subject to any necessary Shareholder approval) as the
other Directors determine where a Director performs special duties or otherwise
performs services outside the scope of the ordinary duties of a Director. In
addition, Directors are also entitled to be paid reasonable travelling, hotel and
other expenses incurred by them respectively in or about the performance of their
duties as Directors.
The following table shows the annual remuneration paid to both executive and
non-executive Directors inclusive of superannuation for the past financial year
and the proposed remuneration for financial year 2019.
Director Financial year Financial year
ending 30 June 2018 ending 30 June 2019
Andrew Jensen Nil $60,000
John Kolenda $48,000 $48,000
Adam Davey $48,000 $48,000
Paul Niardone $347,576 $325,000
Matthew Lahood Nil $500,000
8.6 Interests of experts and advisers
Other than as set out below or elsewhere in this Prospectus, no:
(a) person named in this Prospectus as performing a function in a
professional, advisory or other capacity in connection with the
preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services
licensee named in this Prospectus as a financial services licensee involved
in the issue,
holds, or has held within the 2 years preceding lodgement of this Prospectus with
the ASIC, any interest in:
(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in
connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,
2940-15/2201412_24 34
and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to any of these persons for services provided in
connection with:
(a) the formation or promotion of the Company; or
(b) the Offer.
Patersons Securities Limited will be paid fees of approximately $120,000 and,
subject to recept fo Shareholder approval, Aura (or its nominees) will be issued
with 2,100,000 Options, in respect of this Offer. Patersons Securities Limited will also
be paid $50,000 for corporate advisory services provided to the Company. During
the 24 months preceding lodgement of this Prospectus with the ASIC, Patersons
Securities Limited has been paid fees totalling $151,984 by the Company.
Aura Capital Pty Ltd will be paid fees of approximately $195,000 and, subject to
recept fo Shareholder approval, Aura (or its nominees) will be issued with 3,900,000
Options, in respect of this Offer. During the 24 months preceding lodgement of this
Prospectus with the ASIC, Aura Capital Pty Ltd has been paid fees totalling
$506,104 by the Company.
Steinepreis Paganin has acted as the solicitors to the Company in relation to the
Offer. The Company estimates it will pay Steinepreis Paganin $20,000 (excluding
GST and disbursements) for these services. During the 24 months preceding
lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid
fees totalling $579,433 (excluding GST and disbursements) for legal services
provided to the Company.
8.7 Consents
Chapter 6D of the Corporations Act imposes a liability regime on the Company
(as the offeror of the Securities), the Directors, the persons named in the
Prospectus with their consent as Proposed Directors, any underwriters, persons
named in the Prospectus with their consent having made a statement in the
Prospectus and persons involved in a contravention in relation to the Prospectus,
with regard to misleading and deceptive statements made in the Prospectus,
Although the Company bears primary responsibility for the Prospectus, the other
parties involved in the preparation of the Prospectus can also be responsible for
certain statements made in it.
Each of the parties referred to in this section:
(a) does not make, or purport to make, any statement in this Prospectus other
than those referred to in this section;
(b) in light of the above, only to the maximum extent permitted by law,
expressly disclaim and take no responsibility for any part of this Prospectus
other than a reference to its name and a statement included in this
Prospectus with the consent of that party as specified in this section.
Patersons Securities Limited has given, and at the time of lodgment of this
Prospectus, has not withdrawn its consent to be named as Joint Lead Manager
to the offer of securities under this Prospectus, in the form and context in which it
is named.
Patersons Securities Limited was not involved in the preparation of any part of this
Prospectus and did not authorise or cause the issue of this Prospectus. Patersons
Securities Limited makes no express or implied representation or warranty in
2940-15/2201412_24 35
relation to The Agency Group Australia Limited, this Prospectus or the offer and
does not make any statement in this Prospectus, nor is any statement in it based
on any statement made by Patersons Securities Limited. To the maximum extent
permitted by law, Patersons Securities Limited expressly disclaims and takes no
responsibility for any material in, or omission from, this Prospectus other than the
reference to its name.
Aura Capital Pty Ltd has given its written consent to being named as Joint Lead
Manager to the Offer in this Prospectus, in the form and context in which it is
named;
Steinepreis Paganin has given its written consent to being named as the solicitors
to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its
consent prior to the lodgement of this Prospectus with the ASIC.
8.8 Expenses of the Offer
In the event that all Entitlements are accepted, the total expenses of the Offer
and the Placement are estimated to be approximately $406,309 (excluding GST
and based on the full subscription) and are expected to be applied towards the
items set out in the table below:
$
ASIC fees 3,206
ASX fees 13,698
Lead Manager fees 363,905
Legal fees 20,000
Printing and distribution 5,000
Miscellaneous 500
Total 406,309
8.9 Electronic prospectus
If you have received this Prospectus as an electronic Prospectus, please ensure
that you have received the entire Prospectus accompanied by the Application
Forms. If you have not, please phone the Company on +61 8 6380 2555and the
Company will send you, for free, either a hard copy or a further electronic copy
of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus
from the Company’s website at www.theagencygroup.com.au.
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.
8.10 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.
2940-15/2201412_24 36
8.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship
The Company will not be issuing share or option certificates. The Company is a
participant 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. Because the sub-registers are electronic, ownership
of securities can be transferred without having to rely upon paper
documentation.
Electronic registers mean that the Company will not be issuing certificates to
investors. Instead, investors will be provided with a statement (similar to a bank
account statement) that sets out the number of Shares 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.
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.
8.12 Privacy Act
If you complete an application for Securities, you will be providing personal
information to the Company (directly or by the Company’s share registry). The
Company collects, holds and will use that information to assess your application,
service your needs as a holder of equity securities in the Company, facilitate
distribution payments and corporate communications to you as a Shareholder
and carry out administration.
The information may also be used from time to time and disclosed to persons
inspecting the register, 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 Company’s share registry.
You can access, correct and update the personal information that we hold about
you. Please contact the Company or its share registry if you wish to do so at the
relevant contact numbers set out in this Prospectus.
Collection, maintenance and disclosure of certain personal information is
governed by legislation including the Privacy Act 1988 (Cth) (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.
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9. DIRECTORS’ AUTHORISATION
This Prospectus is issued by the Company and its issue has been authorised by a
resolution of the Directors.
In accordance with section 720 of the Corporations Act, each Director has
consented to the lodgement of this Prospectus with the ASIC.
_______________________________
PAUL NIARDONE
MANAGING DIRECTOR
For and on behalf of
THE AGENCY GROUP AUSTRALIA LTD
2940-15/2201412_24 38
10. GLOSSARY
$ means the lawful currency of the Commonwealth of Australia.
Applicant means a Shareholder who applies for Shares pursuant to the Offer or a
Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall
Offer.
Application Form means an Entitlement and Acceptance Form or Shortfall
Application Form as the context requires.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it
as the context requires.
ASX Listing Rules means the listing rules of the ASX.
ASX Settlement Operating Rules means the settlement rules of the securities
clearing house which operates CHESS.
Aura Capital means Aura Capital Pty ltd (ACN 143 700 887) (AFSL 366230).
Board means the board of Directors unless the context indicates otherwise.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good
Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX
declares is not a business day.
Closing Date means the date specified in the timetable set out at the
commencement of this Prospectus (unless extended).
Company means The Agency Group Australia Ltd (ACN 118 913 232).
Constitution means the constitution of the Company as at the date of this
Prospectus.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company as at the date of this Prospectus.
Entitlement means the entitlement of a Shareholder who is eligible to participate
in the Offer.
Entitlement and Acceptance Form means the entitlement and acceptance form
either attached to or accompanying this Prospectus.
General Meeting means the general meeting of Shareholders to be held on 23
September 2019.
Joint Lead Managers means Patersons and Aura Capital.
New Option means an Option issued on the terms set out in Section 6.2.
Notice of General Meeting means the Company’s notice of general meeting
dated 22 August 2019 for the General Meeting.
2940-15/2201412_24 39
Offer means the non-renounceable entitlement issue the subject of this
Prospectus.
Official Quotation means official quotation on ASX.
Option means an option to acquire a Share.
Optionholder means a holder of an Option.
Patersons means Patersons Securities Limited (ACN 008 896 311) (AFSL 239 052).
Placement has the meaning given to that term in Section 4.2.
Prospectus means this prospectus.
Record Date means the date specified in the timetable set out at the
commencement of this Prospectus.
Securities means Shares and/or New Options offered pursuant to the Entitlement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Shortfall means the Shares not applied for under the Offer (if any).
Shortfall Application Form means the shortfall application form either attached to
or accompanying this Prospectus.
Shortfall Offer means the offer of the Shortfall on the terms and conditions set out
in Section 4.10.
Shortfall Securities means those Securities issued pursuant to the Shortfall.
WST means Western Standard Time as observed in Perth, Western Australia.
2940-15/2201412_24 40