23 Nov

Proposed issue of securities - SCL

Proposed issue of securities Proposed issue of securities 1 / 10 Announcement Summary Entity name SCHROLE GROUP LTD Announcement Type New announcement Date of this announcement 23/11/2021 The Proposed issue is: Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan ASX +security code +Security description Maximum Number of +securities to be issued SCL ORDINARY FULLY PAID 433,413,097 +Record date 22/11/2021 Offer closing date 17/12/2021 +Issue date 22/12/2021 Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description Maximum Number of +securities to be issued SCL ORDINARY FULLY PAID 250,000,000 Proposed +issue date 26/11/2021 Refer to next page for full details of the announcement A placement or other type of issue A placement or other type of issue An offer of securities under a securities purchase plan Proposed issue of securities Proposed issue of securities 2 / 10 Part 1 - Entity and announcement details 1.1 Name of +Entity SCHROLE GROUP 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 ACN Registration Number 164440859 1.3 ASX issuer code SCL 1.4 The announcement is 1.5 Date of this announcement 23/11/2021 1.6 The Proposed issue is: A placement or other type of issue A placement or other type of issue An offer of +securities under a +securities purchase plan New announcement Proposed issue of securities Proposed issue of securities 3 / 10 Part 4 - Details of proposed offer under securities purchase plan Part 4A - Conditions 4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No Proposed issue of securities Proposed issue of securities 4 / 10 Part 4B - 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 SCL : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? Details of +securities proposed to be issued ASX +security code and description SCL : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 433,413,097 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)? 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)? Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Is the minimum acceptance unit based or dollar based? Please enter the minimum acceptance value $ 1,000 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Is the maximum acceptance unit based or dollar based? Please enter the maximum acceptance value $ 30,000 Dollar based ($) Yes Dollar based ($) Yes No No No Dollar based ($) Yes Dollar based ($) Yes No No No Dollar based ($) Yes Dollar based ($) Yes No No No Proposed issue of securities Proposed issue of securities 5 / 10 Describe all the applicable parcels available for this offer in number of securities or dollar value $1,000, $2,000, $5,000, $10,000, $15,000,$20,000,$25,000,$30,000 Offer price details Has the offer price been determined? In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security? AUD 0.01000 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Describe the scale back arrangements The Directors reserve the right to accept oversubscriptions or to scale back applications in their absolute discretion on a pro-rata basis Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 23/11/2021 4C.2 +Record date 22/11/2021 4C.3 Date on which offer documents will be made available to investors 26/11/2021 4C.4 Offer open date 26/11/2021 4C.5 Offer closing date 17/12/2021 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 22/12/2021 Yes Yes Yes Yes Yes Yes Yes Yes Yes Proposed issue of securities Proposed issue of securities 6 / 10 Part 4D - Listing Rule requirements 4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? 4E.2 Is the proposed offer to be underwritten? 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? 4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer registry costs Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Ongoing product development and sales, and working capital purposes. 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer SPP is only available to eligible shareholders with a registered address in Australia or New Zealand. 4F.3 URL on the entity's website where investors can download information about the proposed offer schrole.edu.au 4F.4 Any other information the entity wishes to provide about the proposed offer No No No No Yes Proposed issue of securities Proposed issue of securities 7 / 10 Proposed issue of securities Proposed issue of securities 8 / 10 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? Part 7B - Issue details 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? Details of +securities proposed to be issued ASX +security code and description SCL : ORDINARY FULLY PAID Number of +securities proposed to be issued 250,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? In what currency is the cash consideration being paid? AUD - Australian Dollar What is the issue price per +security? AUD 0.01000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Yes No Existing class No Proposed issue of securities Proposed issue of securities 9 / 10 Part 7C - Timetable 7C.1 Proposed +issue date 26/11/2021 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? 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? 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? 110,000,000 shares 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)? 7D.1c ( 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? 140,000,000 shares 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.1a Who is the lead manager/broker? BPC Equities 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% capital raising fee and a $10,000 settlement fee Yes No No No Yes Yes No Proposed issue of securities Proposed issue of securities 10 / 10 7E.2 Is the proposed issue to be underwritten? 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 development of products and ongoing working capital. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 7F.2 Any other information the entity wishes to provide about the proposed issue 7F.3 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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No No
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