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
29/12/2021
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
New class-code to be Performance Rights 8,000,000
confirmed
New class-code to be Performance Rights 3,000,000
confirmed
Proposed +issue date
28/1/2022
Refer to next page for full details of the announcement
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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.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
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
29/12/2021
1.6 The Proposed issue is:
A placement or other type of issue
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Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
Yes
7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval
actual? received/condition met?
+Security holder approval 28/1/2022
Actual No
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 Performance Rights
+Security type
Performance options/rights
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Proposed issue of securities
Number of +securities proposed to be issued
8,000,000
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
Class A Issued under the Company's performance Rights and Options Plan in accordance with performance milestones
being achieved by Paul Niardone
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
Performance options/rights details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 28/1/2024
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
8000000
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://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1
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 Performance Rights
+Security type
Performance options/rights
Number of +securities proposed to be issued
3,000,000
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
Class B Issued under the Company's performance Rights and Options Plan in accordance with performance milestones
being achieved by Paul Niardone
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
Performance options/rights details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 30/6/2024
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
3000000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
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Proposed issue of securities
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://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1
Part 7C - Timetable
7C.1 Proposed +issue date
28/1/2022
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?
Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
28/1/2022
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?
Yes
7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which
they will cease to be subject to +voluntary escrow
The Shares issued upon conversion of the Class A Performance Rights and Class B Performance Rights will be
voluntarily escrowed for one year from the date of issue of the Shares
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
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Proposed issue of securities
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Issued to Mr Niardone to ensure the Company retains him and his significant services and to retain the Company¿s cash
reserves by not being required to make any cash pay-out in relation to his current executive services agreement
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
Full details included in the ASX Announcement titled 'Experienced industry executive Geoff Lucas appointed MD and
CEO', dated 29 Dec 2021
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