Capital Structure Update and Appendix 3B
Download the PDFPreparing the document viewer…
Read the announcement as text
31 October 2019
CAPITAL STRUCTURE UPDATE
The Agency Group Australia (ASX:AU1) (“The Agency” or “The Company”) wishes to reconfirm its capital
structure, in light of the Shareholder meeting held on 23 September and a non-renounceable
entitlements issue 1 . An Appendix 3B is attached for ASX reconciliation purposes.
Quoted Un-Quoted TOTAL
Ordinary Shares 296,732,180 - 296,732,180
(AU1)
Options
($0.065, expiry 31 Dec 2020) 101,515,093 - 101,515,093
(AU1OA)
Options
($1.20, expiry 19 Dec 2019) - 1,722,222 1,722,222
Options
($0.60, expiry 28 Dec 2019) - 3,200,023 3,200,023
Options
($1.20, expiry 20 Dec 2020) - 66,667 66,667
Options
($0.75, expiry 20 Dec 2020) - 266,667 266,667
Options
($0.30, expiry 11 Jan 2022) - 333,333 333,333
Vendor Performance
Shares - 2,222,251 2,222,251
Incentive Performance
- 1,555,558 1,555,558
Shares
TOTALS 398,247,273 9,366,721 407,613,994
1
Refer ASX announcement dated 1 October 2019
If you require further information, please contact:
Investors Media
The Agency Australia Ltd Chapter One Advisors
Paul Niardone David Tasker / Colin Jacoby
T: +61 08 9204 7955 T: +61 433 112 936 / +61 439 980 359
E: dtasker@chapteroneadvisors.com.au
About The Agency Group
The Agency Group Australia Ltd (AU1:ASX) (“The Agency Group”) is one of Australia’s fastest growing
real estate agencies with the aim to disrupt the Australian real estate brokerage market, delivering
high growth and generating value for customers.
The Agency Group currently has 272 agents operating across offices in Perth, Sydney, Melbourne,
Gold Coast, Newcastle (NSW), Illawarra (NSW), Southern Highlands region (NSW) and Mandurah
(WA). The Company specialises in property sales and property management with additional revenue
generated from ancillary businesses.
• As a B 2 B offering, The Agency Group provides agents with an enhanced fee offering to
traditional franchise operations minus the administrative burden of a standalone operation.
● Agents are provided the option of premium, full-service support or greater independency with
value services.
• The business has been built for scale with ability to materially grow to its number of agents and
properties under management with limited capital expenditure or increase in corporate
overheads.
• The Agency Group’s broad product suite offers cross sell opportunities of complementary
services.
Appendix 3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional
securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents
given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
THE AGENCY GROUP AUSTRALIA LIMITED
ABN
52 118 913 232
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be issued Ordinary Fully Paid Shares – Quoted
Options - Quoted
2 Number of +securities issued or to be issued 1.) 64,937,712 Ordinary Fully Paid Shares
(if known) or maximum number which may issued as ‘Shortfall Shares’ in accordance
be issued with the entitlement issue
2.) 4,053,028 Ordinary Fully Paid Shares
issued as ‘Subscribed Shares’ in
accordance with the entitlement issue
3.) 101,028,111 Ordinary Fully Paid Shares
issued on approval of shareholders at a
General Meeting held on 23 Sep 2019.
4.) 32,468,864 Options issued as ‘Shortfall
Options’ in accordance with the
entitlement Issue
5.) 2,026,506 Options issued as ‘Subscribed
Options’ in accordance with the
entitlement Issue
6.) 58,558,184 Options issued on approval
of shareholders at a General Meeting
held on 23 Sep 2019.
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
Appendix 3B
New issue announcement
3 Principal terms of the +securities (e.g. if Shares – fully paid ordinary shares
options, exercise price and expiry date; if Options – exercisable at $0.065 on or before 31
partly paid +securities, the amount December 2020
outstanding and due dates for payment; if
+convertible securities, the conversion price
and dates for conversion)
4 Do the +securities rank equally in all respects
from the +issue date with an existing +class of Ordinary Fully Paid shares – yes
quoted +securities? Options - no
If the additional +securities do not rank
equally, please state:
• the date from which they do
• the extent to which they participate for
the next dividend, (in the case of a trust,
distribution) or interest payment
• the extent to which they do not rank
equally, other than in relation to the next
dividend, distribution or interest payment
5 Issue price or consideration Ordinary fully paid shares - $0.065 per share
Options – Free attaching to shares offered under the
non-renounceable rights entitlement issue offer and
the shares issued in repayment of debt or services.
+ See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/201
3
Appendix 3B
New issue announcement
6 Purpose of the issue
(If issued as consideration for the acquisition 1.) Shortfall shares under the Non-renounceable
of assets, clearly identify those assets) entitlements issue
2.) Subscribed shares under the Non-renounceable
entitlements issue
3.) Issued after approval received from
shareholders at a General Meeting held on 23
September 2019
a. 11,138,462 Shares issued to
consultants (Resolutions 3 to 11);
b. 82,197,341 Shares issued for debt to
equity conversion (Resolutions 12 to
16); and
c. 7,692,308 Shares issued in repayment
of Kalonda Debt (Resolution 17).
4.) Shortfall options under the Non-renounceable
entitlements issue
5.) Subscribed options under the Non-
renounceable entitlements issue
6.) Issued after approval received from
shareholders at a General Meeting held on 23
September 2019
a. 12,899,074 Options issued to the joint
lead managers (Resolutions 1-2);
b. 41,098,670 Options issued for debt to
equity conversions (Resolutions 12 to
16);
c. 3,846,154 Options issued in
repayment of Kalonda debt
(Resolution 17); and
d. 714,286 Options issued to Kalonda
(Resolution 18).
6a Is the entity an +eligible entity that has Yes
obtained security holder approval under rule
7.1A?
If Yes, complete sections 6b – 6h in relation
to the +securities the subject of this Appendix
3B, and comply with section 6i
6b The date the security holder resolution under 28 November 2018
rule 7.1A was passed
6c Number of +securities issued without -
security holder approval under rule 7.1
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
Appendix 3B
New issue announcement
6d Number of +securities issued with security -
holder approval under rule 7.1A
6e Number of +securities issued with security 101,028,111 Ordinary Shares
holder approval under rule 7.3, or another 58,558,184 Options
specific security holder approval (specify date
of meeting)
6f Number of +securities issued under an 68,990,739 Ordinary Shares
exception in rule 7.2 34,495,370 Options
6g If +securities issued under rule 7.1A, was -
issue price at least 75% of 15 day VWAP as
calculated under rule 7.1A.3? Include the
+issue date and both values. Include the
source of the VWAP calculation.
6h If +securities were issued under rule 7.1A for N/A
non-cash consideration, state date on which
valuation of consideration was released to
ASX Market Announcements
6i Calculate the entity’s remaining issue 7.1 44,509,827
capacity under rule 7.1 and rule 7.1A –
7.1A 29,673,218
complete Annexure 1 and release to ASX
Market Announcements
7
7 +Issue dates 1. between 26-Sep to 2-Oct 2019
Note: The issue date may be prescribed by ASX (refer to the 2. 27-Sep 2019
definition of issue date in rule 19.12). For example, the issue date 3. 30-Sep and 2-Oct;
for a pro rata entitlement issue must comply with the applicable
timetable in Appendix 7A. 4. between 26-Sep to 2-Oct 2019
Cross reference: item 33 of Appendix 3B. 5. 27-Sep 2019
6. 30-Sep and 2-Oct 2019
Number
+Class
8 Number and +class of all +securities quoted 296,732,180 Ordinary Shares
on ASX (including the +securities in section 2
if applicable)
101,515,093 Options @ $0.065 expiring
31 Dec 2020
Number
+Class
9
10
+ See chapter 19 for defined terms.
Appendix 3B Page 4
04/03/201
3
Appendix 3B
New issue announcement
Number and +class of all +securities not 1,722,222 Options @ $1.20
quoted on ASX (including the securities in expiring 19-Dec 2019
section 2 if applicable) 3,200,023 Options @ $0.60
Number and +class of all +securities not expiring 28 Dec 2019
quoted on ASX (including the securities in 66,667 Options @ $1.20
section 2 if applicable) expiring 20-Dec 2020
Dividend policy (in the case of a trust, 266,667 Options @ $0.75
distribution policy) on the increased capital expiring 20-Dec 2020
(interests) 333,333 Options @ $0.30
expiring 11-Jan-2022
2,222,251 Vendor Performance Shares
1,555,558 Incentive Performance
Shares
Part 2 - Pro rata issue
11 Is security holder approval required? -
12 Is the issue renounceable or -
non-renounceable?
13 Ratio in which the +securities will be offered -
14 +Class of +securities to which the offer -
relates
15 +Record date to determine entitlements -
16 Will holdings on different registers (or sub- -
registers) be aggregated for calculating
entitlements?
17 Policy for deciding entitlements in relation -
to fractions
18 Names of countries in which the entity has -
security holders who will not be sent new
offer documents
Note: Security holders must be told how their entitlements are
to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of acceptances or -
renunciations
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
Appendix 3B
New issue announcement
20 Names of any underwriters N/A
21 Amount of any underwriting fee or N/A
commission
22 Names of any brokers to the issue -
23 Fee or commission payable to the broker to -
the issue
24 Amount of any handling fee payable to N/A
brokers who lodge acceptances or
renunciations on behalf of security holders
25 If the issue is contingent on security holders’ N/A
approval, the date of the meeting
26 Date entitlement and acceptance form and -
offer documents will be sent to persons
entitled
27 If the entity has issued options, and the -
terms entitle option holders to participate
on exercise, the date on which notices will
be sent to option holders
28 Date rights trading will begin (if applicable) N/A
29 Date rights trading will end (if applicable) N/A
30 How do security holders sell their N/A
entitlements in full through a broker?
31 How do security holders sell part of their N/A
entitlements through a broker and accept
for the balance?
32 How do security holders dispose of their N/A
entitlements (except by sale through a
broker)?
33 +Issue date -
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of +securities
(tick one)
(a) ☒
+Securities described in Part 1
+ See chapter 19 for defined terms.
Appendix 3B Page 6
04/03/201
3
Appendix 3B
New issue announcement
(b) ☐ All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share
securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
35 If the +securities are +equity securities, the names of the 20 largest holders of the additional
☐ +securities, and the number and percentage of additional +securities held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional +securities
☐ setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
☐
Entities that have ticked box 34(b)
38 Number of +securities for which +quotation -
is sought
39 +Class of +securities for which quotation is -
sought
40 Do the +securities rank equally in all -
respects from the +issue date with an
existing +class of quoted +securities?
If the additional +securities do not rank
equally, please state:
• the date from which they do
• the extent to which they participate for
the next dividend, (in the case of a trust,
distribution) or interest payment
• the extent to which they do not rank
equally, other than in relation to the
next dividend, distribution or interest
payment
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction -
period
(if issued upon conversion of another
+security, clearly identify that other
+security)
Number +Class
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
Appendix 3B
New issue announcement
42 Number and +class of all +securities quoted
on ASX (including the +securities in clause
38)
43
Quotation agreement
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on
any conditions it decides.
2 We warrant the following to ASX.
• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under
section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by
us in relation to any +securities to be quoted and that no-one has any right to return any +securities
to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request
that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under
section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense
arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document is
not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge
that ASX is relying on the information and documents. We warrant that they are (will be) true and
complete.
Sign here: Date 31 October 2019
Print name: STUART USHER
Company Secretary
+ See chapter 19 for defined terms.
Appendix 3B Page 8
04/03/201
3
Appendix 3B
New issue announcement
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
STEP 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months 22,793,101
before date of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities issued in that 12 month 82,668,353
period under an exception in rule 7.2
• Number of fully paid ordinary securities issued in that 12 month 191,270,726
period with shareholder approval
• Number of partly paid ordinary securities that became fully paid in
that 12 month period
Note:
• Include only ordinary securities here – other classes of equity securities cannot be
added
• Include here (if applicable) the securities the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid ordinary securities cancelled during -
that 12 month period
“A” 296,732,180
STEP 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “ A ” b y 0 . 1 5 44,509,827
STEP 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in -
that 12 month period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless specifically excluded – not just ordinary
securities
• Include here (if applicable ) the securities the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of securities on different dates as separate line items
“C” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
Appendix 3B
New issue announcement
“A” x 0.15 44,509,827
Note: number must be same as shown in Step 2
Subtract “C” -
Note: number must be same as shown in Step 3
Total [ “ A ” x 0 . 1 5 ] – “ C ” 44,509,827
[Note: this is the remaining placement
capacity under rule 7.1]
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 296,732,180
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
[Note: this value cannot be changed]
Multiply “ A ” b y 0 . 1 0 29,673,218
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in -
that 12 month period under rule 7.1A
Notes:
• This applies to equity securities – not just ordinary securities
• Include here – if applicable – the securities the subject of the Appendix 3B to which
this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part
1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items
“E” -
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 29,673,218
Note: number must be same as shown in Step 2
Subtract “E” -
Note: number must be same as shown in Step 3
Total [ “ A ” x 0 . 1 0 ] – “ E ” 29,673,218
[Note: this is the remaining placement
capacity under rule 7.1A]
+ See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/201
3