26 Nov

Proposed issue of securities - OLL

Proposed issue of securities Proposed issue of securities 1 / 6 Announcement Summary Entity name OPENLEARNING LIMITED Announcement Type New announcement Date of this announcement 26/11/2021 The Proposed issue is: Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable) ASX +security code +Security description Maximum Number of +securities to be issued OLL ORDINARY FULLY PAID 32,893,053 Ex date 2/12/2021 +Record date 3/12/2021 Offer closing date 17/12/2021 Issue date 21/12/2021 Refer to next page for full details of the announcement A standard pro rata issue (including non-renounceable or renounceable) Proposed issue of securities Proposed issue of securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of +Entity OPENLEARNING 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 ACN Registration Number 635890390 1.3 ASX issuer code OLL 1.4 The announcement is 1.5 Date of this announcement 26/11/2021 1.6 The Proposed issue is: 1.6a The proposed standard +pro rata issue is: + Non-renounceable A standard +pro rata issue (non-renounceable or renounceable) New announcement Proposed issue of securities Proposed issue of securities 3 / 6 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? 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 OLL : 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)? Will the proposed issue of this +security include an offer of attaching +securities? If the entity has quoted company options, do the terms entitle option holders to participate on exercise? Details of +securities proposed to be issued ASX +security code and description OLL : 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 to be issued 1 For a given quantity of +securities held 6 No No Existing class No Proposed issue of securities Proposed issue of securities 4 / 6 What will be done with fractional entitlements? Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued (subject to rounding) 32,893,053 Offer price details for retail security holders In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 0.09300 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Describe the limits on over-subscription Eligible Shareholders who wish to subscribe for Securities above their Entitlement are invited to apply for Shortfall Securities under the Shortfall Offer. The Company reserves the right to issue an Eligible Shareholder a lesser number of Shortfall Securities than applied for or no Shortfall Securities at all. All decisions regarding the allocation of Shortfall Securities will be made by the Directors and will be final and binding on all applicants under the Shortfall Offer. Will a scale back be applied if the offer is over-subscribed? Describe the scale back arrangements If the number of Shortfall Securities applied for by Eligible Shareholders exceeds the total Shortfall, the Shortfall Securities will be allocated among applying Eligible Shareholders proportionate to their existing holdings. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Part 3C - Timetable 3C.1 +Record date 3/12/2021 Yes Yes Yes Proposed issue of securities Proposed issue of securities 5 / 6 3C.2 Ex date 2/12/2021 3C.4 Record date 3/12/2021 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 6/12/2021 3C.6 Offer closing date 17/12/2021 3C.7 Last day to extend the offer closing date 14/12/2021 3C.9 Trading in new +securities commences on a deferred settlement basis 20/12/2021 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 21/12/2021 3C.12 Date trading starts on a normal T+2 basis 22/12/2021 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 24/12/2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? 3E.2 Is the proposed offer to be underwritten? 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer No No No Proposed issue of securities Proposed issue of securities 6 / 6 Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Capture opportunities for a step change in growth over the coming years. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Countries other than Australia, New Zealand, Malaysia and Singapore. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities 3F.5a Please provide further details of the offer to eligible beneficiaries Nominees and custodians may not submit an Entitlement and Acceptance Form on behalf of any Shareholder resident outside Australia, New Zealand, Malaysia and Singapore without the prior consent of the Company, taking into account relevant securities law restrictions. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. 3F.6 URL on the entity's website where investors can download information about the proposed issue https://solutions.openlearning.com/investor-center 3F.7 Any other information the entity wishes to provide about the proposed issue 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)? 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 Yes Yes No No
Information on this Website is provided for general information purposes only and is not a substitute for professional advice. ASX Information (including company announcements and prices) is delayed by at least 20 minutes. JSE Information (including company announcements and prices) is delayed by at least 15 minutes. Reliance on the information you access on or from this Website is solely at your own risk. We make no representation or warranty in relation to the future performance of the companies that appear on this Website. Investment in securities involves risk and you should obtain independent professional legal, financial, investment or company advice before acting on any of the information you access on this Website. Using, browsing or otherwise accessing this Website is subject to our Terms and Conditions and our Privacy Policy.

© 2021 Listcorp. ABN 60 166 140 307

Never miss news from OpenLearning Limited (ASX:OLL) when you join Listcorp.