Update - Proposed issue of securities - SEN
Released
Released
Announcement PDF
Proposed issue of securities
Update Summary
Entity name
SENETAS CORPORATION LIMITED
Announcement Type
Update to previous announcement
Date of this announcement
27/11/2023
Reason for update to a previous announcement
The Appendix 3B lodged earlier today unintentionally stated that the options to be issued will be quoted. The options will
not be quoted and no application for quotation of the options will be made.
In addition, the calculation of fractional Entitlements for any Eligible Shareholder will be rounded to the nearest whole
number. Please refer to Section 1.1 of the Prospectus lodged today for further details.
Refer to next page for full details of the announcement
Proposed issue of securities
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Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
SENETAS CORPORATION LIMITED
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
ACN
006067607
1.3 ASX issuer code
SEN
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
The Appendix 3B lodged earlier today unintentionally stated that the options to be issued will be quoted. The options will
not be quoted and no application for quotation of the options will be made.
In addition, the calculation of fractional Entitlements for any Eligible Shareholder will be rounded to the nearest whole
number. Please refer to Section 1.1 of the Prospectus lodged today for further details.
1.4b Date of previous announcement to this update
27/11/2023
1.5 Date of this announcement
27/11/2023
1.6 The Proposed issue is:
A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
+ Non-renounceable
Proposed issue of securities
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Proposed issue of securities
Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can
proceed on an unconditional basis?
No
Part 3B - Offer details
Class or classes of +securities that will participate in the proposed issue and class or classes of +securities
proposed to be issued
ASX +security code and description
SEN : ORDINARY FULLY PAID
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Will the proposed issue of this
+security include an offer of
attaching +securities?
Yes
If the entity has quoted company
options, do the terms entitle option
holders to participate on exercise?
No
Details of +securities proposed to be issued
ASX +security code and description
SEN : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable
issue (if Issuer is foreign company and +securities are non CDIs)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities For a given quantity of +securities
to be issued
held
100
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486
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Proposed issue of securities
What will be done with fractional
entitlements?
Maximum number of +securities
proposed to be issued (subject to
rounding)
Fractions of 0.5 or more rounded up
249,823,174
Offer price details for retail security holders
In what currency will the offer be
made?
What is the offer price per +security
for the retail offer?
AUD - Australian Dollar
AUD 0.01400
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription
It is a term of the Offer that if not all of the Entitlement rights are taken up and there is consequently a Shortfall, those
Eligible Shareholders who subscribe for their full Entitlement under the Offer will also have the opportunity to apply for
additional New Shares and New Options in the Shortfall at the same price of $0.014 each per New Share and one New
Option granted for no consideration for every three (3) New Shares subscribed for.
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
The Directors intend to scale back oversubscriptions of New Shares and New Options pro rata subject to the fact that
substantial shareholders may be scaled back further than other applicants in order to ensure that no substantial holder
acquires an interest in more than either 19.9% of the ordinary shares in the Company or such higher percentage that is
permitted under the Corporations Act as a result of shortfall subscriptions.
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Attaching +Security
Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX)
or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?
New class
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Proposed issue of securities
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is
foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and
+securities on ASX?
equitable under listing rule 6.1?
Yes
Yes
ASX +security code
+Security description
New class-code to be confirmed
SENAC
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued
For a given quantity of the new +securities issued
1
3
What will be done with fractional entitlements?
Maximum number of +securities proposed to be issued
(subject to rounding)
Fractions of 0.5 or more rounded up
83,274,391
Offer price details for retail security holders
In what currency will the offer be made?
What is the offer price per +security for the retail offer?
AUD 0.01400
AUD - Australian Dollar
Oversubscription & Scale back details
Will individual +security holders be permitted to apply
for more than their entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription
It is a term of the Offer that if not all of the Entitlement rights are taken up and there is consequently a Shortfall, those
Eligible Shareholders who subscribe for their full Entitlement under the Offer will also have the opportunity to apply for
Proposed issue of securities
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Proposed issue of securities
additional New Shares and New Options in the Shortfall at the same price of $0.014 each per New Share and one New
Option granted for no consideration for every three (3) New Shares subscribed for.
Will a scale back be applied if the offer is
over-subscribed?
Yes
Describe the scale back arrangements
The Directors intend to scale back oversubscriptions of New Shares and New Options pro rata subject to the fact that
substantial shareholders may be scaled back further than other applicants in order to ensure that no substantial holder
acquires an interest in more than either 19.9% of the ordinary shares in the Company or such higher percentage that is
permitted under the Corporations Act as a result of shortfall subscriptions.
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price
Expiry date
AUD 0.0250
22/12/2024
Details of the type of +security that will be issued if the option is exercised
SEN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
83,274,391 ORDINARY SHARES
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://investorhub.senetas.com/
Part 3C - Timetable
3C.1 +Record date
30/11/2023
3C.2 Ex date
29/11/2023
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Proposed issue of securities
3C.4 Record date
30/11/2023
3C.5 Date on which offer documents will be sent to +security holders
entitled to participate in the +pro rata issue
4/12/2023
3C.6 Offer closing date
15/12/2023
3C.7 Last day to extend the offer closing date
12/12/2023
3C.9 Trading in new +securities commences on a deferred settlement basis
18/12/2023
3C.11 +Issue date and last day for entity to announce results of +pro rata
issue
22/12/2023
3C.12 Date trading starts on a normal T+2 basis
27/12/2023
3C.13 First settlement date of trades conducted on a +deferred settlement
basis and on a normal T+2 basis
29/12/2023
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer?
Yes
3E.1a Who is the lead manager/broker?
MST Financial Services Pty Limited
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
MST Financial will be paid a total of:
- 6% of the amount raised under the Placement - refer separate Appendix 3B announced today; and
- 6% of the amount raised under the Offer (not accounting for underwriting); and
- 6% of the amount for which MST is called upon to underwrite any Shortfall under the Offer.
These fees are in exchange for MST Financial acting as both lead manager for the Offer and Placement and
co-underwriter for the Offer.
3E.2 Is the proposed offer to be underwritten?
Yes
3E.2a Who are the underwriter(s)?
Southbank Capital Pty Ltd (an entity associated with Senetas Chairman, Francis Galbally) and MST Financial Services
have agreed partially underwrite any Shortfall.
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
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3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
Southbank Capital, has agreed to partially underwrite any Shortfall up to a total commitment of $1.55 million.
MST Financial Services has agreed to underwrite any Shortfall up to a total commitment of $0.5 million.
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
Southbank Capital will be paid a total of 6% of the amount it is called upon to underwrite any Shortfall in respect of the
Offer.
As stated above, MST Financial will be paid a total of 6% of the amount for which MST is called upon to underwrite any
Shortfall.
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
MST Financial may immediately terminate the Underwriting Agreement if a range of termination events occur such as a
misleading disclosure or material omission in relation to the Offer Materials, false, misleading or deceptive information is
provided to MST Financial, a person other than MST Financial has given a notice to the Company under s730 of the
Corporations Act. Refer to section 1.16 of the Prospectus lodged on 27 November 2023 for further information in relation
to the termination events.
The Underwriting Agreement between the Company and Southbank Capital will automatically terminate if the Offer is not
announced on or before 4 January 2024.
3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer?
Yes
3E.2e (i) What is the name of that party?
Francis Galbally, Chairman of the Company, is associated with Southbank Capital Pty Ltd.
3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they
have underwritten or sub-underwritten)?
Southbank Capital, has agreed to partially underwrite any Shortfall up to a total commitment of $1.55 million.
3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or
sub-underwriter?
Southbank Capital will be paid a total of 6% of the amount it is called upon to underwrite in any Shortfall on the
Entitlement Offer.
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Refer to sections 1.16 and 8.6 of the Prospectus lodged on 27 November 2023.
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
To:
(a)
support Votiro and fund the development, sales and marketing of its business; and
(b)
fund general working capital.
Refer Sections 2 and 3 of the Prospectus lodged on 27 November 2023.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining
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Proposed issue of securities
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining
entitlements to the issue?
No
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful?
No
3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed
issue
No action has been taken by the Company to register the New Shares or New Options or otherwise permit an offering of
the New Shares or New Options in any jurisdiction other than Australia or New Zealand.
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing
+securities
No
3F.6 URL on the entity's website where investors can download information about the proposed issue
https://investorhub.senetas.com/
3F.7 Any other information the entity wishes to provide about the proposed issue
No
3F.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)?
Yes
3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a +disclosure document or +PDS for the +securities proposed to be issued
Proposed issue of securities
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