Letter to shareholders - pro-rata non-renounceable rights
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4 September 2019
The Agency Group Australia Ltd – pro-rata non-renounceable rights issue
Dear Shareholder
As announced on 2 September 2019 The Agency Group Australia Ltd (ACN 118 913 232) (the Company or AU1)
is undertaking a 4:7 non-renounceable entitlement issue (Entitlement Issue or Offer) of approximately
68,990,739 fully paid ordinary shares (New Share) to raise approximately $4,484,398. The price of New Shares
under the Offer is $0.065 each (Issue Price). The Company will also issue one (1) free attaching listed option
(Option) for every two (2) Shares subscribed for and issued under the Offer. The Company lodged a prospectus
for the Offer (Prospectus) with ASIC and ASX on 2 September 2019.
Patersons Securities Limited and Aura Capital Pty Ltd are acting as joint lead managers to the Offer.
The Company intends on using the funds raised under the Offer towards potential acquisitions and growth
opportunities, repayment of existing debts, expenses of the offer and working capital.
The Offer is being made to all shareholders of the Company (Shareholders) named on its register of members at
5:00pm (AWST) on 6 September 2019, whose registered address is in Australia or New Zealand.
New Shares will rank equally with all fully paid ordinary shares in the capital of the Company (Shares) already on
issue.
Following completion of the Offer, the Company will have issued approximately 68,990,739 New Shares resulting
in total Shares on issue of approximately 189,724,531.
A copy of the Prospectus is available on ASX’s and AU1’s website. Eligible Shareholders will be mailed a
Prospectus together with an Entitlement and Acceptance Form no later than 9 September 2019. Your entitlement
will be set out on the personalised Entitlement and Acceptance Form accompanying the Prospectus.
For the purposes of calculating each Eligible Shareholders’ entitlement, fractions of entitlements have been
rounded down to the nearest whole number of New Shares.
Actions required of Eligible Shareholders
There are a number of actions Eligible Shareholders may take:
• You may wish to accept all of your rights to subscribe for New Shares pursuant to the Prospectus
(Entitlement). To take up all or some of your Entitlements you will need to ensure your application
money for the Entitlements you wish to take up is received by Advanced Share Registry Services (Share
Registry) by no later than 5:00pm (AWST) on 20 September 2019, by completing and returning your
Entitlement and Acceptance Form together with 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 making a payment by BPAY in accordance with the instructions on your Entitlement and
Acceptance Form.
• You may wish to accept part of your Entitlement. To take up part of your Entitlement you will need to
ensure your application money for the Entitlements you wish to take up is received by the Share Registry
by no later than 5:00pm (AWST) on 20 September 2019, by completing and returning your Entitlement
and Acceptance Form by filling in the number of New Shares you wish to accept in the space provided
on the Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or
bank draft made payable in Australian currency, for the appropriate application monies OR [making a
payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form (at
$0.065 per New Share).
• You may wish to accept your Entitlement and apply for New Shares under the shortfall offer. To take
up part of Entitlement and apply for New Shares under the shortfall offer, you will need to ensure your
application money for your Entitlement and the New Shares under the shortfall offer that you wish to
apply for is received by the Share Registry by no later than 5:00pm (AWST) on 20 September 2019, by
completing and returning your Entitlement and Acceptance Form and filling in the number of New
Shares you wish to apply for under the shortfall offer in the space provided on the Entitlement and
Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable
in Australian currency, for the appropriate application monies OR [making a payment by BPAY in
accordance with the instructions on your Entitlement and Acceptance Form (at $0.065 per New Share)
• You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to
hold the same number of Shares, your interest in the Company will be diluted and you will receive no
value for your Entitlement.
Key dates for the Offer
Event Proposed Date
Prospectus and Appendix 3B lodged with ASX Monday, 2 September 2019
Notification sent to option holders
Notice of Rights Issue sent to shareholders Wednesday, 4 September 2019
Existing shares quoted on an ‘ex’ basis Thursday, 5 September 2019
Record date Friday, 6 September 2019
Despatch of Rights Issue Prospectus to Eligible Monday, 9 September 2019
Shareholders
Offer Period Opens
Last date to extend Offer Period Tuesday, 17 September 2019
Offer Period Closes Friday, 20 September 2019
Securities quoted on a deferred settlement basis. Monday, 23 September 2019
Notification of under-subscriptions to ASX (if any) Wednesday, 25 September 2019
Shortfall Settlement date Friday, 27 September 2019
Shares Issued Friday, 27 September 2019
Holding statements despatched
If you require further information, please contact me on + 61 8 6380 2555 between 8:30 am and 5:00pm (AWST)
or via email at Stuartu@theagencygroup.com.au .
Your faithfully
Stuart Usher
Company Secretary
The Agency Group Australia Ltd