25 Nov

Update - Proposed issue of securities - TTI

Proposed issue of securities Proposed issue of securities 1 / 9 Update Summary Entity name TRAFFIC TECHNOLOGIES LTD. Announcement Type Update to previous announcement Date of this announcement 25/11/2021 Reason for update to a previous announcement Extension of offer closing date under rights issue Correction of number of shares issued under placement Refer to next page for full details of the announcement Proposed issue of securities Proposed issue of securities 2 / 9 Part 1 - Entity and announcement details 1.1 Name of +Entity TRAFFIC TECHNOLOGIES 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 ABN Registration Number 21080415407 1.3 ASX issuer code TTI 1.4 The announcement is 1.4a Reason for update to a previous announcement Extension of offer closing date under rights issue Correction of number of shares issued under placement 1.4b Date of previous announcement to this update 3/11/2021 1.5 Date of this announcement 25/11/2021 1.6 The Proposed issue is: 1.6a The proposed standard +pro rata issue is: + Non-renounceable A placement or other type of issue A placement or other type of issue A standard +pro rata issue (non-renounceable or renounceable) Update/amendment to previous announcement Proposed issue of securities Proposed issue of securities 3 / 9 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 TTI : 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 TTI : 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 7 For a given quantity of +securities held 10 No No Existing class No Proposed issue of securities Proposed issue of securities 4 / 9 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) 337,557,287 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 0.03000 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 Oversubscriptions allowed to bring total shares issued up to limit of rights issue offer of 337,557,287 shares Will a scale back be applied if the offer is over-subscribed? Describe the scale back arrangements Oversubscriptions scaled back pro rata 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 8/11/2021 3C.2 Ex date 5/11/2021 Yes Yes Yes Proposed issue of securities Proposed issue of securities 5 / 9 3C.4 Record date 8/11/2021 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 11/11/2021 3C.6 Offer closing date 3/12/2021 3C.7 Last day to extend the offer closing date 30/11/2021 3C.9 Trading in new +securities commences on a deferred settlement basis 6/12/2021 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 10/12/2021 3C.12 Date trading starts on a normal T+2 basis 13/12/2021 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 15/12/2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? 3E.1a Who is the lead manager/broker? Reach Markets Pty Ltd 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% plus $70,000 fees 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? No No Yes Proposed issue of securities Proposed issue of securities 6 / 9 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal fees, share registry expenses, ASX listing fees - total estimate $120,000 Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Funds raised to be applied to repaying existing debt, working capital and accretive and strategic acquisitions. 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 Shareholders who do not have a registered address in Australia or New Zealand are not eligible to participate in the Offer 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities 3F.6 URL on the entity's website where investors can download information about the proposed issue https://traffictechnologies.investorportal.com.au/register-rights-issue/ 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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No No No No Proposed issue of securities Proposed issue of securities 7 / 9 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 TTI : ORDINARY FULLY PAID Number of +securities proposed to be issued 72,333,704 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 0.03000 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 8 / 9 Part 7C - Timetable 7C.1 Proposed +issue date 10/11/2021 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? 72333704 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.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? Reach Markets Pty Ltd 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% 7E.2 Is the proposed issue to be underwritten? No Yes No No No No Yes No Proposed issue of securities Proposed issue of securities 9 / 9 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal, share registry & ASX listing fees Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Funds raised to be applied to repaying existing debt, working capital and accretive and strategic acquisitions. 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 The shares under the placement have already been issued on 10 November 2021 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
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