Proposed issue of securities

Announcement Summary

Entity name

PROBIOTEC LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday November 10, 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

PBP

ORDINARY FULLY PAID

11,216,830

Proposed +issue date

Thursday December 31, 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

PROBIOTEC 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.

1.2

Registered Number Type

Registration Number

ABN

91075170151

1.3

ASX issuer code

PBP

  1. The announcement is New announcement
  2. Date of this announcement

Tuesday November 10, 2020

1.6 The Proposed issue is:

A placement or other type of issue

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Proposed issue of securities

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 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?

No

Details of +securities proposed to be issued

ASX +security code and description

PBP : ORDINARY FULLY PAID

Number of +securities proposed to be issued

11,216,830

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

No

Please describe the consideration being provided for the +securities

PBP is proposing to issue: (1) approximately 3,975,000 fully paid ordinary shares in PBP as the up front consideration (Upfront Consideration Shares) at completion of the acquisition of all of the shares in Multipack-LJM Pty Ltd and LJM Marketing Services Pty Ltd (Multipack-LJM Acquisition); (2) up to a maximum of approximately 7,241,830 fully paid ordinary shares (in aggregate) in PBP issued as the deferred consideration, subject to the achievement of particular milestones and provided that PBP elects to do so (Deferred Consideration Shares), in connection with the Multipack-LJM Acquisition.

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Proposed issue of securities

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

20,083,250.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

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 entire 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?

Up to a maximum of approximately 3,975,000 Deferred Consideration Shares with:

  • 50% (1,987,500) released from escrow 1 year after completion of the Multipack-LJM Acquisition
  • 50% (1,987,500) released from escrow 2 years after completion of the Multipack-LJM Acquisition

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 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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

Approximately 3,975,000 shares with:

  • 50% (1,987,500 shares) released from escrow 1 year after completion of the announced acqusition of Multipack-LJM
  • 50% (1,987,500 shares) released from escrow 2 years after completion of the announced acqusition of Multipack-LJM

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Probiotec Limited published this content on 09 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 November 2020 21:50:07 UTC