Full Press Release Details
In connection with the Kentgrove Capital equity facility agreement entered into in 2016, and the extension of the term of the facility which occurred in 2019, Mesoblast needs to issue 1,500,000 new incentive rights and 74,924 ordinary shares to Kentgrove Capital.
A prospectus has been filed with ASIC in order to enable this issuance of ordinary shares and incentive rights and is attached to this Appendix 3B and 2A.
This appendix is available as an online formAppendix 3B
Only use this form if the online version is not availableProposed issue of +securities
Proposed issue of +securities
Information and documents given to ASX become ASX's property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Similarly, if you are an entity incorporated outside Australia, the +securities proposed to be issued are in an existing class of +security but the event timetable includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN code for the rights and/or the deferred settlement +securities. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 - Entity and announcement details
| Question no | Question | Answer |
| 1.1 | *Name of entity We (the entity here named) 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 | MESOBLAST LIMITED ( Mesoblast ) |
| 1.2 | *Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). | ABN: 68 109 431 870 |
| 1.3 | *ASX issuer code | MSB |
| 1.4 | *This announcement is Tick whichever is applicable. | A new announcement An update/amendment to a previous announcement A cancellation of a previous announcement |
| 1.4a | *Reason for update Mandatory only if "Update" ticked in Q1.4 above. A reason must be provided for an update. | |
| 1.4b | *Date of previous announcement to this update Mandatory only if "Update" ticked in Q1.4 above. |
+ See chapter 19 for defined terms
31 January 2020Page 1
| 1.4c | *Reason for cancellation Mandatory only if "Cancellation" ticked in Q1.4 above. | |
| 1.4d | *Date of previous announcement to this cancellation Mandatory only if "Cancellation" ticked in Q1.4 above. | |
| 1.5 | *Date of this announcement | 7 July 2020 |
| 1.6 | *The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your listing adviser if you are unsure. | A +bonus issue (complete Parts 2 and 8) A standard +pro rata issue (non-renounceable or renounceable) (complete Q1.6a and Parts 3 and 8) An accelerated offer (complete Q1.6b and Parts 3 and 8) An offer of +securities under a +securities purchase plan (complete Parts 4 and 8) A non-+pro rata offer of +securities under a +disclosure document or +PDS (complete Parts 5 and 8) A non-+pro rata offer to wholesale investors under an information memorandum (complete Parts 6 and 8) A placement or other type of issue (complete Parts 7 and 8) |
| 1.6a | *The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)." Select one item from the list | Non-renounceable Renounceable |
| 1.6b | *The proposed accelerated offer is: Answer this question if your response to Q1.6 is "An accelerated offer" Select one item from the list | Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) Accelerated renounceable entitlement offer (commonly known as an AREO) Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO) |
+ See chapter 19 for defined terms
31 January 2020Page 2
Part 2 - Details of proposed +bonus issue
If your response to Q1.6 is "A bonus issue", please complete Parts 2A - 2D and the details of the securities proposed to be issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
| Question No. | Question | Answer | ||
| 2A.1 | *Are any of the following approvals required for the +bonus issue to be unconditional? + Security holder approval Court approval Lodgement of court order with + ASIC ACCC approval FIRB approval Another approval/condition external to the entity. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. | |||
| 2A.1a | Conditions Answer these questions if your response to Q2A.1 is "Yes". Select the applicable approval(s) from the list. More than one approval can be selected. The "date for determination" is the date that you expect to know if the approval is given (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). | |||
| *Approval/ condition Type | *Date for determination | *Is the date estimated or actual? | *Approval received/ condition met? Please respond "Yes" or "No". Only answer this question when you know the outcome of the approval. Please advise before business day 0 of the Appendix 7A bonus issue timetable. | Comments |
| +Security holder approval | ||||
| Court approval | ||||
| Lodgement of court order with +ASIC | ||||
| ACCC approval | ||||
| FIRB approval | ||||
| Other (please specify in comment section) |
+ See chapter 19 for defined terms
31 January 2020Page 3
Part 2B - Proposed +bonus issue - issue details
| Question No. | Question | Answer |
| 2B.1 | *Class or classes of +securities that will participate in the proposed +bonus issue (please enter both the ASX security code & description) If more than one class of security will participate in the proposed bonus issue, make sure you clearly identify any different treatment between the classes. | |
| 2B.2 | *Class of +securities that will be issued in the proposed +bonus issue (please enter both the ASX security code & description) | |
| 2B.3 | *Issue ratio Enter the quantity of additional securities to be issued for a given quantity of securities held (for example, 1 for 2 means 1 new security issued for every 2 existing securities held). Please only enter whole numbers (for example, a bonus issue of 1 new security for every 2.5 existing securities held should be expressed as "2 for 5"). | |
| 2B.4 | *What will be done with fractional entitlements? Select one item from the list. | Fractions rounded up to the next whole number Fractions rounded down to the nearest whole number or fractions disregarded Fractions sold and proceeds distributed Fractions of 0.5 or more rounded up Fractions over 0.5 rounded up Not applicable |
| 2B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) |
| Question No. | Question | Answer |
| 2C.1 | *+Record date Record date to identify security holders entitled to participate in the bonus issue. Per Appendix 7A section 1 the record date must be at least 4 business days from the announcement date (day 0). | |
| 2C.3 | *Ex date Per Appendix 7A section 1 the ex date is one business day before the record date. This is also the date that the bonus securities will commence quotation on a deferred settlement basis. | |
| 2C.4 | *Record date Same as Q2C.1 above |
+ See chapter 19 for defined terms
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| 2C.5 | *+Issue date Per Appendix 7A section 1 the issue date should be at least one business day and no more than 5 business days after the record date (the last day for the entity to issue the bonus securities and lodge an Appendix 2A with ASX to apply for quotation of the bonus securities). Deferred settlement trading will end at market close on this day. | |
| 2C.6 | *Date trading starts on a normal T+2 basis Per Appendix 7A section 1 this is one business day after the issue date. | |
| 2C.7 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
| Question No. | Question | Answer |
| 2D.1 | *Will holdings on different registers or sub registers be aggregated for the purposes of determining entitlements to the +bonus issue? | |
| 2D.1a | Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements Answer this question if your response to Q2D.1 is "Yes". | |
| 2D.2 | *Countries in which the entity has +security holders who will not be eligible to participate in the proposed +bonus issue Note: The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). | |
| 2D.3 | *Will the entity be changing its dividend/distribution policy as a result of the proposed +bonus issue | |
| 2D.3a | Please explain how the entity will change its dividend/distribution policy if the proposed +bonus issue proceeds Answer this question if your response to Q2D.3 is "Yes". | |
| 2D.4 | *Details of any material fees or costs to be incurred by the entity in connection with the proposed +bonus issue | |
| 2D.5 | Any other information the entity wishes to provide about the proposed +bonus issue |
+ See chapter 19 for defined terms
31 January 2020Page 5
Part 3 - Details of proposed entitlement offer
If your response to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)" or "An accelerated offer", please complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B and 3C if your response to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)" and Parts 3D and 3E if your response to Q1.6 is "An accelerated offer". Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
| Question No. | Question | Answer | |||
| 3A.1 | *Are any of the following approvals required for the entitlement offer to be unconditional? + Security holder approval Court approval Lodgement of court order with + ASIC ACCC approval FIRB approval Another approval/condition external to the entity. If any of the above approvals apply to the entitlement offer, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. | ||||
| 3A.1a | Conditions Answer these questions if your response to Q3A.1 is "Yes". Select the applicable approval(s) from the list. More than one approval can be selected. The "date for determination" is the date that you expect to know if the approval is given (for example, the date of the security holder meeting in the case of + security holder approval or the date of the court hearing in the case of court approval). | ||||
| *Approval/ condition Type | *Date for determination | *Is the date estimated or actual? | **Approval received/ condition met? Please respond "Yes" or "No". Only answer this question when you know the outcome of the approval. Please advise before + business day 0 of the relevant Appendix 7A entitlement offer timetable. | Comments | |
| +Security holder approval | |||||
| Court approval | |||||
| Lodgement of court order with +ASIC | |||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
+ See chapter 19 for defined terms
31 January 2020Page 6
Part 3B - Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)", please complete the relevant questions in this part.
| Question No. | Question | Answer |
| 3B.1 | *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. | |
| 3B.2 | *Class of +securities that will be issued in the proposed entitlement offer (please enter both the ASX security code & description) | |
| 3B.3 | *Offer ratio Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as "2 for 5"). | |
| 3B.4 | *What will be done with fractional entitlements? Select one item from the list. | Fractions rounded up to the next whole number Fractions rounded down to the nearest whole number or fractions disregarded Fractions sold and proceeds distributed Fractions of 0.5 or more rounded up Fractions over 0.5 rounded up Not applicable |
| 3B.5 | *Maximum number of +securities proposed to be issued (subject to rounding) | |
| 3B.6 | *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? | |
| 3B.6a | *Describe the limits on over-subscription Answer this question if your response to Q3B.6 is "Yes". | |
| 3B.7 | *Will a scale back be applied if the offer is over-subscribed? | |
| 3B.7a | *Describe the scale back arrangements Answer this question if your response to Q3B.7 is "Yes". | |
| 3B.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. | |
| 3B.9 | *Has the offer price been determined? | |
| 3B.9a | *What is the offer price per +security? Answer this question if your response to Q3B.9 is "Yes" using the currency specified in your answer to Q3B.8. |
+ See chapter 19 for defined terms
31 January 2020Page 7
If your response to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)", please complete the relevant questions in this part.
| Question No. | Question | Answer |
| 3C.1 | *+Record date Record date to identify security holders entitled to participate in the issue. Per Appendix 7A sections 2 and 3 the record date must be at least 3 business days from the announcement date (day 0) | |
| 3C.2 | *Ex date Per Appendix 7A sections 2 and 3 the Ex Date is one business day before the record date. For renounceable issues, this is also the date that rights will commence quotation on a deferred settlement basis. | |
| 3C.3 | *Date rights trading commences For renounceable issues only - this is the date that rights will commence quotation initially on a deferred settlement basis | |
| 3C.4 | *Record date Same as Q3C.1 above | |
| 3C.5 | *Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable issues, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by 12pm Sydney time that the offer documents have been sent or will have been sent by the end of the day. | |
| 3C.6 | *Offer closing date Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. | |
| 3C.7 | *Last day to extend the offer closing date At least 3 business days' notice must be given to extend the offer closing date. | |
| 3C.8 | *Date rights trading ends For renounceable issues only - rights trading ends at the close of trading 5 business days before the applications closing date. | |
| 3C.9 | *Trading in new +securities commences on a deferred settlement basis Non-renounceable issues - the business day after the offer closing date Renounceable issues - the business day after the date rights trading ends |
+ See chapter 19 for defined terms
31 January 2020Page 8
| 3C.10 | *Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors No more than 3 business days after the offer closing date | |
| 3C.11 | *Issue date Per Appendix 7A section 2 and section 3, the issue date should be no more than 5 business days after the offer closes date (the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities). Deferred settlement trading will end at market close on this day. | |
| 3C.12 | *Date trading starts on a normal T+2 basis Per Appendix 7A section 2 and 3 this is one business day after the issue date. | |
| 3C.13 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 2 and 3 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
Part 3D - Proposed accelerated offer - offer details
| Question No. | Question | Answer |
| 3D.1 | *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. | |
| 3D.2 | *Class of +securities that will issued in the proposed entitlement offer (please enter both the ASX security code & description) | |
| 3D.3 | *Has the offer ratio been determined? | |
| 3D.3a | *Offer ratio Answer this question if your response to Q3D.3 is "Yes" or "No". If your response to Q3D.3 is "No" please provide an indicative ratio and state as indicative. Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as "2 for 5"). | |
| 3D.3b | *How and when will the offer ratio be determined? Answer this question if your response to Q3D.3 is "No". Note that once the offer ratio is determined, this must be provided via an update announcement. |
+ See chapter 19 for defined terms
31 January 2020Page 9
| 3D.4 | *What will be done with fractional entitlements? Select one item from the list. | Fractions rounded up to the next whole number Fractions rounded down to the nearest whole number or fractions disregarded Fractions sold and proceeds distributed Fractions of 0.5 or more rounded up Fractions over 0.5 rounded up Not applicable |
| 3D.5 | *Maximum number of +securities proposed to be issued (subject to rounding) | |
| 3D.6 | *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? | |
| 3D.6a | *Describe the limits on over-subscription Answer this question if your response to Q3D.6 is "Yes". | |
| 3D.7 | *Will a scale back be applied if the offer is over-subscribed? | |
| 3D.7a | *Describe the scale back arrangements Answer this question if your response to Q3D.7 is "Yes". | |
| 3D.8 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. | |
| 3D.9 | *Has the offer price for the institutional offer been determined? | |
| 3D.9a | *What is the offer price per +security for the institutional offer? Answer this question if your response to Q3D.9 is "Yes" using the currency specified in your answer to Q3D.8. | |
| 3D.9b | *How and when will the offer price for the institutional offer be determined? Answer this question if your response to Q3D.9 is "No". | |
| 3D.9c | *Will the offer price for the institutional offer be determined by way of a bookbuild? Answer this question if your response to Q3D.9 is "No". If your response to this question is "yes", please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. | |
| 3D.9d | *Provide details of the parameters that will apply to the bookbuild for the institutional offer (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q3D.9 is "No" and your response to Q5B.9c is "Yes". | |
| 3D.10 | *Has the offer price for the retail offer been determined? |
+ See chapter 19 for defined terms
31 January 2020Page 10
| 3D.10a | *What is the offer price per +security for the retail offer? Answer this question if your response to Q3D.10 is "Yes" using the currency specified in your answer to Q3B.8. | |
| 3D.10b | *How and when will the offer price for the retail offer be determined? Answer this question if your response to Q3D.10 is "No". |
If your response to Q1.6 is "An accelerated offer", please complete the relevant questions in this Part.
| Question No. | Question | Answer |
| 3E.1a | *First day of trading halt The entity is required to announce the accelerated offer and give a completed Appendix 3B to ASX. If the accelerated offer is conditional on security holder approval or any other requirement, that condition must have been satisfied and the entity must have announced that fact to ASX. An entity should also consider the rights of convertible security holders to participate in the issue and what, if any, notice needs to be given to them in relation to the issue | |
| 3E.1b | *Announcement date of accelerated offer | |
| 3E.2 | *Trading resumes on an ex-entitlement basis (ex date) For JUMBO, ANREO, AREO, SAREO, RAPIDs offers | |
| 3E.3 | *Trading resumes on ex-rights basis For PAITREO offers only | |
| 3E.4 | *Rights trading commences For PAITREO offers only | |
| 3E.5 | *Date offer will be made to eligible institutional +security holders | |
| 3E.6 | *Application closing date for institutional +security holders | |
| 3E.7 | *Institutional offer shortfall book build date For AREO, SAREO, RAPIDs, PAITREO offers | |
| 3E.8 | *Announcement of results of institutional offer The announcement should be made before the resumption of trading following the trading halt. | |
| 3E.9 | *+Record date Record date to identify security holders entitled to participate in the offer. Per Appendix 7A sections 4, 5 and 6 the record date must be at least 2 business days from the announcement date (day 0). |
+ See chapter 19 for defined terms
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| 3E.10 | *Settlement date of new +securities issued under institutional entitlement offer If DvP settlement applies, provided the Appendix 2A is given to ASX before noon (Sydney time) this day, normal trading in the securities will apply on the next business day, and if DvP settlement does not apply on the business day after that. | |
| 3E.11 | *+Issue date for institutional +security holders | |
| 3E.12 | *Normal trading of new +securities issued under institutional entitlement offer | |
| 3E.13 | *Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable offers, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by 12pm Sydney time that the offer documents have been sent or will have been sent by the end of the day. | |
| 3E.14 | *Offer closing date for retail +security holders Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. | |
| 3E.15 | *Last day to extend the retail offer closing date At least 3 business days' notice must be given to extend the offer closing date. | |
| 3E.16 | *Rights trading end date For PAITREO offers only | |
| 3E.17 | *Trading in new +securities commences on a deferred settlement basis For PAITREO offers only The business day after rights trading end date | |
| 3E.18 | *Entity announces results of the retail offer to ASX, including the number and percentage of +securities taken up by existing retail +security holders | |
| 3E.19 | *Bookbuild for any shortfall (if applicable) For all offers except JUMBO, ANREO | |
| 3E.20 | *Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) For all offers except JUMBO, ANREO | |
| 3E.21 | *+Issue date for retail +security holders Per Appendix 7A section 2 and section 3, the issue date should be no more than 5 business days after the offer closes date. This is the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities. Deferred settlement trading will end at market close on this day. |
+ See chapter 19 for defined terms
31 January 2020Page 12
| 3E.22 | *Date trading starts on a normal T+2 basis For PAITREO offers only This is one business day after the issue date. | |
| 3E.23 | *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis For PAITREO offers only This is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). |
| Question No. | Question | Answer |
| 3F.1 | *Will there be a lead manager or broker to the proposed offer? | |
| 3F.1a | *Who is the lead manager/broker? Answer this question if your response to Q3F.1 is "Yes". | |
| 3F.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q3F.1 is "Yes". | |
| 3F.2 | *Is the proposed offer to be underwritten? | |
| 3F.2a | *Who are the underwriter(s)? Answer this question if your response to Q3F.2 is "Yes". Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): If you are seeking to rely on listing rule 7.2 exception 2 to issue the securities without security holder approval under listing rule 7.1 and without using your placement capacity under listing rules 7.1 or 7.1A, you must include the details asked for in this and the next 3 questions. | |
| 3F.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q3F.2 is "Yes". | |
| 3F.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q3F.2 is "Yes". This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. |
+ See chapter 19 for defined terms
31 January 2020Page 13
| 3F.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q3F.2 is "Yes". You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. | |
| 3F.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q3F.2 is "Yes". | |
| 3F.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is "Yes". Note: If you are seeking to rely on listing rule 10.12 exception 2 to issue the securities to the underwriter or sub-underwriter without security holder approval under listing rule 10.11, you must include the details asked for in this and the next 2 questions. If there is more than one party referred to in listing rule 10.11 acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. | |
| 3F.2e(ii) | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is "Yes". | |
| 3F.2e (iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is "Yes". Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. | |
| 3F.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? | |
| 3F.3a | *Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q3F.3 is "Yes". | |
| 3F.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is "Yes" and your response to Q3F.3a is "dollar based". |
+ See chapter 19 for defined terms
31 January 2020Page 14
| 3F.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is "Yes" and your response to Q3F.3a is "percentage based". | |
| 3F.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q3F.3 is "Yes". | |
| 3F.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
| Question No. | Question | Answer |
| 3G.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list. | For additional working capital To fund the retirement of debt To pay for the acquisition of an asset [ provide details below ] To pay for services rendered [ provide details below ] Other [ provide details below ] Additional details: |
| 3G.2 | *Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? | |
| 3G.2a | *Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements. Answer this question if your response to Q3G.2 is "Yes". | |
| 3G.3 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? | |
| 3G.3a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q3G.3 is "Yes". |
+ See chapter 19 for defined terms
31 January 2020Page 15
| 3G.4 | *Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue For non-renounceable issues (including accelerated): The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). For renounceable issues (including accelerated): The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them. It must also appoint a nominee to arrange for the sale of the entitlements that would have been given to those holders and to account to them for the net proceeds of the sale and advise each holder not given the entitlements that a nominee in Australia will arrange for sale of the entitlements and, if they are sold, for the net proceeds to be sent to the holder (listing rule 7.7.1(b) and (c)). | |
| 3G.5 | *Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities | |
| 3G.5a | *Please provide further details of the offer to eligible beneficiaries Answer this question if your response to Q3G.5 is "Yes". If, for example, the entity intends to issue a notice to eligible nominees and custodians please indicate here where it may be found and/or when the entity expects to announce this information. You may enter a URL. | |
| 3G.6 | *URL on the entity's website where investors can download information about the proposed issue | |
| 3G.7 | Any other information the entity wishes to provide about the proposed issue | |
| 3G.8 | *Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? |
+ See chapter 19 for defined terms
31 January 2020Page 16
Part 4 - Details of proposed offer under +securities purchase plan
If your response to Q1.6 is "An offer of securities under a securities purchase plan", please complete Parts 4A - 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.
| Question No. | Question | Answer | |||
| 4A.1 | *Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional? + Security holder approval Court approval Lodgement of court order with + ASIC ACCC approval FIRB approval Another approval/condition external to the entity. | ||||
| 4A.1a | Conditions Answer these questions if your response to 4A.1 is "Yes". Select the applicable approval(s) from the list. More than one approval can be selected. The "date for determination" is the date that you expect to know if the approval is given (for example, the date of the security holder meeting in the case of + security holder approval or the date of the court hearing in the case of court approval). | ||||
| *Approval/ condition Type | *Date for determination | *Is the date estimated or actual? | **Approval received/ condition met? Please respond "Yes" or "No". Only answer this question when you know the outcome of the approval. | Comments | |
| +Security holder approval | |||||
| Court approval | |||||
| Lodgement of court order with +ASIC | |||||
| ACCC approval | |||||
| FIRB approval | |||||
| Other (please specify in comment section) |
Part 4B - Proposed offer under +securities purchase plan - offer details
| Question No. | Question | Answer |
| 4B.1 | *Class or classes of +securities that will participate in the proposed offer (please enter both the ASX security code & description) If more than one class of security will participate in the securities purchase plan, make sure you clearly identify any different treatment between the classes. | |
| 4B.2 | *Class of +securities to be offered to them under the +securities purchase plan (please enter both the ASX security code & description) | |
| 4B.3 | *Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted |
+ See chapter 19 for defined terms
31 January 2020Page 17
| 4B.4 | *Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? | |
| 4B.4a | *Describe the minimum subscription condition Answer this question if your response to Q4B.4 is "Yes". | |
| 4B.5 | *Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? | |
| 4B.5a | *Describe the maximum subscription condition Answer this question if your response to Q4B.5 is "Yes". | |
| 4B.6 | *Will individual +security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? | |
| 4B.6a | *Describe the minimum acceptance condition Answer this question if your response to Q4B.6 is "Yes". | |
| 4B.7 | *Will individual +security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? | |
| 4B.7a | *Describe the maximum acceptance condition Answer this question if your response to Q4B.7 is "Yes". | |
| 4B.8 | *Describe all the applicable parcels available for this offer in number of securities or dollar value For example, the offer may allow eligible holders to subscribe for one of the following parcels: $2,500, $7,500, $10,000, $15,000, $20,000, $30,000. | |
| 4B.9 | *Will a scale back be applied if the offer is over-subscribed? | |
| 4B.9a | *Describe the scale back arrangements Answer this question if your response to Q4B.9 is "Yes". | |
| 4B.10 | *In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD. | |
| 4B.11 | *Has the offer price been determined? | |
| 4B.11a | *What is the offer price per +security? Answer this question if your response to Q4B.11 is "Yes" using the currency specified in your answer to Q4B.9. |
+ See chapter 19 for defined terms
31 January 2020Page 18
| Question No. | Question | Answer |
| 4C.1 | *Date of announcement of +security purchase plan The announcement of the security purchase plan must be made prior to the commencement on trading on the announcement date. | |
| 4C.2 | *+Record date This is the date to identify security holders who may participate in the security purchase plan. Per Appendix 7A section 12 of the Listing Rules, this day is one business day before the entity announces the security purchase plan. Note: the fact that an entity's securities may be in a trading halt or otherwise suspended from trading on this day does not affect this date being the date for identifying which security holders may participate in the security purchase plan. | |
| 4C.3 | *Date on which offer documents will be made available to investors | |
| 4C.4 | *Offer open date | |
| 4C.5 | *Offer closing date | |
| 4C.6 | *Announcement of results Per Appendix 7A section 12 of the Listing Rules, the entity should announce the results of the security purchase plan no more than 3 business days after the offer closing date | |
| 4C.7 | *+Issue date Per Appendix 7A section 12 of the Listing Rules, the last day for the entity to issue the securities purchased under the plan is no more than 7 business days after the closing date. The entity should lodge an Appendix 2A with ASX applying for quotation of the securities before 12pm Sydney time on this day |
+ See chapter 19 for defined terms
31 January 2020Page 19
| Question No. | Question | Answer |
| 4D.1 | *Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: - the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and - the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). | |
| 4D.1a | *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? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is "No". | |
| 4D.1a(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is "No" and your response to Q4D.1a is "Yes ". Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities. | |
| 4D.1b | *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)? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is "No". | |
| 4D.1b(i) | *How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is "No" and your response to Q4D.1b is "Yes". Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities. |
+ See chapter 19 for defined terms
31 January 2020Page 20
| Question No. | Question | Answer |
| 4E.1 | *Will there be a lead manager or broker to the proposed offer? | |
| 4E.1a | *Who is the lead manager/broker? Answer this question if your response to Q4E.1 is "Yes". | |
| 4E.1b | *What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q4E.1 is "Yes". | |
| 4E.2 | *Is the proposed offer to be underwritten? | |
| 4E.2a | *Who are the underwriter(s)? Answer this question if your response to Q4E.2 is "Yes". Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): listing rule 7.2 exception 5 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. The issue will require security holder approval under listing rule 7.1 if you do not have the available placement capacity under listing rules 7.1 and/or 7.1A to cover the issue. Likewise, listing rule 10.12 exception 4 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. If a party referred to in listing rule 10.11 is underwriting the proposed offer, this will require security holder approval under listing rule 10.11. | |
| 4E.2b | *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q4E.2 is "Yes". | |
| 4E.2c | *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q4E.2 is "Yes". This information includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. | |
| 4E.2d | *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q4E.2 is "Yes". You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. |
+ See chapter 19 for defined terms
31 January 2020Page 21
| 4E.2e | *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q4E.2 is "Yes". Note: If your response is "Yes", this will require security holder approval under listing rule 10.11. Listing rule 10.12 exception 4 does not extend to an issue of securities to an underwriter or sub-underwriter of an SPP. | |
| 4E.2e(i) | *What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is "Yes". Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. | |
| 4E.2e(ii) | *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is "Yes". | |
| 4E.2e (iii) | *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is "Yes". Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. | |
| 4E.3 | *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? | |
| 4E.3a | *Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q4E.3 is "Yes". | |
| 4E.3b | *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is "Yes" and your response to Q4E.3a is "dollar based". | |
| 4E.3c | *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is "Yes" and your response to Q4E.3a is "percentage based". | |
| 4E.3d | Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q4E.3 is "Yes". | |
| 4E.4 | Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer |
+ See chapter 19 for defined terms
31 January 2020Page 22
| Question No. | Question | Answer |
| 4F.1 | *The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list. | For additional working capital To fund the retirement of debt To pay for the acquisition of an asset [ provide details below ] To pay for services rendered [ provide details below ] Other [ provide details below ] Additional details: |
| 4F.2 | *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? | |
| 4F.2a | *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q4F.2 is "Yes". | |
| 4F.3 | *Countries in which the entity has +security holders who will not be eligible to participate in the proposed offer | |
| 4F.4 | *URL on the entity's website where investors can download information about the proposed offer | |
| 4F.5 | Any other information the entity wishes to provide about the proposed offer |
+ See chapter 19 for defined terms
31 January 2020Page 23
Part 5 - Details of proposed non-pro rata offer under a +disclosure document or +PDS
If your response to Q1.6 is "A non-pro rata offer of securities under a disclosure document or PDS", please complete Parts 5A - 5F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply to non-pro rata issues to existing security holders.