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SELECT HARVESTS LIMITED — Capital/Financing Update 2024
Sep 19, 2024
65792_rns_2024-09-19_07cd3aa1-eee7-43b1-a3dd-f1fbda521d97.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Update Summary Entity name SELECT HARVESTS LIMITED Announcement Type Update to previous announcement Date of this announcement 20/9/2024 Reason for update to a previous announcement Retail Entitlement Offer issue date corrected Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
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1.1 Name of +Entity
SELECT HARVESTS 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
ABN
Registration Number
87000721380
1.3 ASX issuer code
SHV
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Retail Entitlement Offer issue date corrected
1.4b Date of previous announcement to this update
20/9/2024
1.5 Date of this announcement
20/9/2024
1.6 The Proposed issue is:
An accelerated offer A placement or other type of issue
1.6b The proposed accelerated offer is
Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)
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Appendix 3B - Proposed issue of securities
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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? No
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
SHV : 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)? Existing class
Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No
Details of +securities proposed to be issued
ASX +security code and description
SHV : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes
The quantity of additional +securities For a given quantity of +securities to be issued held 5 46 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to
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Appendix 3B - Proposed issue of securities
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rounding)
Fractions rounded down to the nearest 13,158,551 whole number or fractions disregarded
Offer price details for retail security holders
Has the offer price for the retail offer been determined?
Yes
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 3.80000
Offer price details for institutional security holders
Has the offer price for the institutional offer been determined?
Yes
In what currency will the offer be made?
What is the offer price per +security for the institutional offer? AUD 3.80000
AUD - Australian Dollar
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription
Eligible retail shareholders who take up their full Entitlement will be invited to apply for additional shares in the Retail Entitlement Offer from a pool of those not taken up by other eligible retail shareholders up to a maximum of 50% of their Entitlement at the issue price in a 'top-up facility'. Further details on oversubscription will be set out in the Retail Entitlement Offer information booklet.
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
If there are oversubscriptions by eligible retail shareholders, SHV reserves the right to scale back applications for additional new shares on a pro rata basis.
Further details on the scale back arrangements will be set out in the Retail Entitlement Offer information booklet.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Part 3D - Timetable
3D.1a First day of trading halt
20/9/2024
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Appendix 3B - Proposed issue of securities
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3D.1b Announcement date of accelerated offer
20/9/2024
3D.2 Trading resumes on an ex-entitlement basis (ex date)
23/9/2024
3D.5 Date offer will be made to eligible institutional +security holders
20/9/2024
3D.6 Application closing date for institutional +security holders
20/9/2024
3D.8 Announcement of results of institutional offer
(The announcement should be made before the resumption of trading following the trading halt)
23/9/2024
3D.9 +Record date
24/9/2024
3D.10a Settlement date of new +securities issued under institutional entitlement offer
26/9/2024
3D.10b +Issue date for institutional +security holders
27/9/2024
3D.10c Normal trading of new +securities issued under institutional entitlement offer
27/9/2024
3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue
26/9/2024
3D.12 Offer closing date for retail +security holders
10/10/2024
3D.13 Last day to extend retail offer close date
7/10/2024
3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer
17/10/2024
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Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? Yes
3E.1a Who is the lead manager/broker?
Bell Potter Securities Limited ACN 006 390 772
Barrenjoey Markets Pty Limited ACN 636 976 059
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The lead managers are entitled to an offer management fee of 1% of the offer proceeds (less the proceeds provided by directors and senior management).
3E.2 Is the proposed offer to be underwritten?
Yes
3E.2a Who are the underwriter(s)?
Bell Potter Securities Limited ACN 006 390 772 Barrenjoey Markets Pty Limited ACN 636 976 059
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
The Placement and Entitlement Offer is fully underwritten
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
The underwriters are entitled to an underwriting fee of 2% of the offer proceeds (less the proceeds provided by directors and senior management).
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
A summary of the significant events that could lead to the underwriting being terminated is provided the summary of the Underwriting Agreement terms in the Investor Presentation announced to the ASX on Friday, 20 September 2024.
3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
The details of any other material fees or costs to be incurred by the entity in connection with the proposed issue are provided in the Investor Presentation announced to the ASX on Friday, 20 September 2024.
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Primarily repay debt and provide balance sheet flexibility, increase capital investment to increase capacity at a processing facility and fund the capital raising transaction costs.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?
No
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No
3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue
SHV shareholders in any country other than Australia, New Zealand, Singapore, Hong Kong, Norway and United Kingdom.
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3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue
https://selectharvests.com.au/investing-in-select-harvests/
3F.7 Any other information the entity wishes to provide about the proposed issue
No
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)? No
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)
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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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? 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
SHV : ORDINARY FULLY PAID
Number of +securities proposed to be issued
7,894,737
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes
In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 3.80000
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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Appendix 3B - Proposed issue of securities
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Part 7C - Timetable
7C.1 Proposed +issue date
27/9/2024
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?
7,894,737 shares under the Placement
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? No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Bell Potter Securities Limited ACN 006 390 772 Barrenjoey Markets Pty Limited ACN 636 976 059
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The lead managers are entitled to an offer management fee of 1.00% of the offer proceeds (less the proceeds provided by directors and senior management).
7E.2 Is the proposed issue to be underwritten? Yes
7E.2a Who are the underwriter(s)?
Bell Potter Securities Limited ACN 006 390 772 Barrenjoey Markets Pty Limited ACN 636 976 059
7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?
The Placement is fully underwritten
7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?
The underwriters are entitled to an underwriting fee of 2.00% of the offer proceeds (less the proceeds provided by directors and senior management).
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Appendix 3B - Proposed issue of securities
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7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.
A summary of the significant events that could lead to the underwriting being terminated is provided the summary of the Underwriting Agreement terms in the Investor Presentation announced to the ASX on Friday, 20 September 2024.
7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
The details of any other material fees or costs to be incurred by the entity in connection with the proposed issue are provided in the Investor Presentation announced to the ASX on Friday, 20 September 2024.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Primarily repay debt and provide balance sheet flexibility, increase capital investment to increase capacity at a processing facility and fund the capital raising transaction costs.
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
No
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)
Appendix 3B - Proposed issue of securities
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