Proposed issue of Securities - AU1
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Proposed issue of securities
Announcement Summary
Entity name
THE AGENCY GROUP AUSTRALIA LTD
Announcement Type
New announcement
Date of this announcement
Monday January 4, 2021
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
Maximum Number of
ASX +security code +Security description +securities to be issued
n/a Options exercisable at $0.027 and expiring 31 March 2023 3,170,441
n/a convertible notes 5,000,000
Proposed +issue date
Monday January 4, 2021
Refer to next page for full details of the announcement
Proposed issue of securities 1/7
Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
THE AGENCY GROUP AUSTRALIA LTD
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
1.2 Registered Number Type Registration Number
ABN 52118913232
1.3 ASX issuer code
AU1
1.4 The announcement is
New announcement
1.5 Date of this announcement
Monday January 4, 2021
1.6 The Proposed issue is:
A placement or other type of issue
Proposed issue of securities 2/7
Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 - Are any of the following approvals required for the placement or other type of issue?
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Another approval/condition external to the entity
Yes
7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval
actual? received/condition met?
+Security holder approval Monday January 4, 2021
Actual Yes
Comments
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? No
Yes
ASX +security code +Security description
New class-code to be confirmed Options exercisable at $0.027 and expiring 31 March 2023
Proposed issue of securities 3/7
Proposed issue of securities
+Security type
Options
Number of +securities proposed to be issued
3,170,441
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
nil
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.0270 Friday March 31, 2023
Details of the type of +security that will be issued if the option is exercised
AU1 : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
3,170,441
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02312655-6A1008606?access_token=8
3ff96335c2d45a094df02a206a39ff4
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class
Proposed issue of securities 4/7
Proposed issue of securities
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? No
Yes
ASX +security code +Security description
New class-code to be confirmed convertible notes
+Security type
+Convertible debt securities
Number of +securities proposed to be issued
5,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
Yes
In what currency is the cash What is the issue price per
consideration being paid? +security?
AUD - Australian Dollar AUD 1.00000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
+Convertible debt securities details
These securities are: Type of security
Convertible Convertible Bond
+Security currency Face value
AUD - Australian Dollar AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest
payments per year
No coupon/interest payments
Proposed issue of securities 5/7
Proposed issue of securities
s128F of the Income Tax Assessment
Act status applicable to the +security
Not s128F exempt
Is the +security perpetual (ie. no Maturity date
maturity date)?
Friday March 31, 2023
No
Select other features applicable to
the +security
Redeemable
Secured
Is there a first trigger date on which a
right of conversion, redemption, call
or put can be exercised (whichever is
first)?
No
Details of the type of +security that will be issued if the securities to be quoted are converted,
transformed or exchanged
AU1 : ORDINARY FULLY PAID
Number of +securities that will be issued if the +securities to be quoted are converted, transformed or exchanged
185,185,185
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02312655-6A1008606?access_token=8
3ff96335c2d45a094df02a206a39ff4
Part 7C - Timetable
7C.1 Proposed +issue date
Monday January 4, 2021
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
No
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
Proposed issue of securities 6/7
Proposed issue of securities
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
facilitation fee of 3% of the amount of convertible notes issued being an amount of $150,000 which will be capitalised and
added to the face value of the $5M advanced for the 5,000,000 convertible notes.
Upfront options - 12,000,000 options (8,829,559 already issued and 3,170,441 options issued 4/1/2021)
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
To satisfy the company's obligations under the October Convertible Note agreement with Peters Investments Pty Ltd
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
In accordance with shareholder approval received at AGM held 4/1/2021 Resolution 6 being the issue of a $5M
convertible note along with 3,170,441 remainder options to Peters Investments Pty Ltd issued 4/1/2021
Proposed issue of securities 7/7