Proposed issue of Securities – AU1
Proposed issue of securities
Announcement Summary
Entity name THE AGENCY GROUP AUSTRALIA LTD
Announcement Type New announcement
Date of this announcement Friday May 15, 2020
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
AU1 ORDINARY FULLY PAID 25,000,000
Proposed +issue date Thursday December 31, 2020
Refer to next page for full details of the announcement
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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 ACN 118913232
1.3 ASX issuer code AU1
1.4 The announcement is New announcement
1.5 Date of this announcement Friday May 15, 2020
1.6 The Proposed issue is: A placement or other type of issue
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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 No
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)? Existing class
Details of +securities proposed to be issued
ASX +Security Code and Description AU1 : ORDINARY FULLY PAID
Maximum Number of +securities proposed to be issued 25,000,000
Purpose of the issue Standby working capital facility through the subscription of Convertible Notes
Offer price details for retail security holders
In what currency is the cash What is the issue price per consideration being paid? +security? AUD – Australian Dollar AUD 0.04000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Oversubscription & Scale back details
May a scale back be applied to this event? No
Part 7C – Timetable
7C.1 Proposed +issue date Thursday December 31, 2020
Part 7D – Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the 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? Yes
7D.1b ( 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? 25,000,000
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
7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No
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
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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Convertible Note Interets of 9% and 2M unquoted options exercisable at the lower of 4cents or a 20% discount to a 15 day VWAP whichever is lower, on or before 2 years from issue date
Part 7F – Further Information
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 The proposed issue of ordinary fully paid shares relates to the convertible note for $1M from Peters Investments as announced to ASX 15 May 2020. Conversion of the Convertible Note is at the election of the Noteholder to be issued at the lower of $0.04cents per share or a 20% discount to the 15 VWAP whichever is lower, up until maturity date.
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