Appendix 3B
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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) 68,990,739 Ordinary Fully Paid Shares and
(if known) or maximum number which may 34,495,370 Options pursuant to the non-
be issued renounceable rights issue offer;
(2) 101,028,111 Ordinary Fully Paid Shares and
58,558,184 Options proposed to be issued
subject to receipt of prior approval of
shareholders at the General Meeting to be
held on 23 September 2019.
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)
+ See chapter 19 for defined terms.
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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 (1) Ordinary Fully Paid Shares - 6.5 cents per share
for Shares offered under the non-renounceable
rights issue offer
(2) Ordinary Fully Paid Shares subject to receipt of
shareholder approval – issued in repayment of
debt or services, with a deemed issue price of
6.5 cents per share
(3) Options – Free-attaching to Shares offered
under the non-renounceable rights issue offer
and the shares to be issued in repayment of
debt or services
6 Purpose of the issue (1) Non-renounceable entitlement issue of 4 shares
(If issued as consideration for the acquisition for every 7 shares held at the record date at an
of assets, clearly identify those assets) issue price of $0.065 together with one (1) free
attaching Option for every two (2) Shares
subscribed for and issued.
(2) Proposed to be issued subject to receipt of prior
approval of shareholders at the General
Meeting to be held on 23 September 2019.
1.
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
+ See chapter 19 for defined terms.
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6c Number of +securities issued without -
security holder approval under rule 7.1
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) To be issued subject to receipt of approval at a
Shareholder meeting on 23 September 2019
6f Number of +securities issued under an 68,990,739 Ordinary Fully Paid 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 43,612,896
capacity under rule 7.1 and rule 7.1A –
7.1A 29,073,264
complete Annexure 1 and release to ASX
Market Announcements
7
7 +Issue dates 27 September 2019
Note: The issue date may be prescribed by ASX (refer to the
definition of issue date in rule 19.12). For example, the issue date
for a pro rata entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number
+ See chapter 19 for defined terms.
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+Class
8 Number and +class of all +securities quoted 290,752,642 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 Number and +class of all +securities not
10 quoted on ASX (including the securities in
section 2 if applicable) 1,722,222 Options @ $1.20
Number and +class of all +securities not expiring 19-Dec 2019
quoted on ASX (including the securities in 3,200,023 Options @ $0.60
section 2 if applicable) expiring 28 Dec 2019
Dividend policy (in the case of a trust, 66,667 Options @ $1.20
distribution policy) on the increased capital expiring 20-Dec 2020
(interests) 266,667 Options @ $0.75
expiring 20-Dec 2020
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? No
12 Is the issue renounceable or Non-renounceable
non-renounceable?
13 Ratio in which the +securities will be offered 4 for every 7 Shares held
14 +Class of +securities to which the offer Ordinary Shares
relates
+ See chapter 19 for defined terms.
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15 +Record date to determine entitlements 6 September 2019
16 Will holdings on different registers (or sub- No
registers) be aggregated for calculating
entitlements?
17 Policy for deciding entitlements in relation Round down
to fractions
18 Names of countries in which the entity has UK, Hong Kong, Monaco
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 20 September 2019
renunciations
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 Aura Capital Pty Ltd, Patersons Securities Ltd (Joint Lead
Managers)
23 Fee or commission payable to the broker to $363,905
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 9 September 2019
offer documents will be sent to persons
entitled
27 If the entity has issued options, and the 2 September 2019
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?
+ See chapter 19 for defined terms.
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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 27 September 2019
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
☒
(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
+ See chapter 19 for defined terms.
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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
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
+ See chapter 19 for defined terms.
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that ASX is relying on the information and documents. We warrant that they are (will be) true and
complete.
Sign here: Date 2 September 2019
Print name: STUART USHER
Company Secretary
+ See chapter 19 for defined terms.
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Appendix 3B
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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 185,291,188
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” 290,752,642
STEP 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “ A ” b y 0 . 1 5 43,612,896
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.
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“A” x 0.15 43,612,896
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 ” 43,612,896
[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” 290,752,642
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 29,075,264
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 29,075,264
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 ” 29,075,264
[Note: this is the remaining placement
capacity under rule 7.1A]
+ See chapter 19 for defined terms.
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