Update - Proposed issue of securities - MAP
Released
Released
Announcement PDF
Proposed issue of securities
Update Summary
Entity name
MICROBA LIFE SCIENCES LIMITED
Announcement Type
Update to previous announcement
Date of this announcement
23/10/2023
Reason for update to a previous announcement
To provide an update that Microba has entered into an Underwriting Agreement with Bell Potter Securities Limited and
Morgans Corporate Limited such that the Entitlement Offer is now fully underwritten.
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
MICROBA LIFE SCIENCES 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
Registration Number
ACN
617096652
1.3 ASX issuer code
MAP
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
To provide an update that Microba has entered into an Underwriting Agreement with Bell Potter Securities Limited and
Morgans Corporate Limited such that the Entitlement Offer is now fully underwritten.
1.4b Date of previous announcement to this update
19/10/2023
1.5 Date of this announcement
23/10/2023
1.6 The Proposed issue is:
An accelerated offer
1.6b The proposed accelerated offer is
Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)
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Proposed issue of securities
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
MAP : 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
+security include an offer of
attaching +securities?
No
If the entity has quoted company
options, do the terms entitle option
holders to participate on exercise?
No
Details of +securities proposed to be issued
ASX +security code and description
MAP : 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 the offer (if Issuer is
foreign company and +securities are non CDIs)
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
Proposed issue of securities
held
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Proposed issue of securities
to be issued
held
1
4
What will be done with fractional
entitlements?
Maximum number of +securities
proposed to be issued (subject to
rounding)
Fractions rounded up to the next
whole number
86,942,037
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
made?
What is the offer price per +security
for the retail offer?
AUD - Australian Dollar
AUD 0.23000
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 0.23000
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
The lower of 100% of entitlement or $50,000 of additional new shares.
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
The Company will scale back applications for additional shares in its absolute discretion.
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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Proposed issue of securities
Part 3D - Timetable
3D.1a First day of trading halt
19/10/2023
3D.1b Announcement date of accelerated offer
19/10/2023
3D.2 Trading resumes on an ex-entitlement basis (ex date)
23/10/2023
3D.5 Date offer will be made to eligible institutional +security holders
19/10/2023
3D.6 Application closing date for institutional +security holders
20/10/2023
3D.8 Announcement of results of institutional offer
(The announcement should be made before the resumption of trading following the trading halt)
23/10/2023
3D.9 +Record date
23/10/2023
3D.10a Settlement date of new +securities issued under institutional
entitlement offer
27/10/2023
3D.10b +Issue date for institutional +security holders
30/10/2023
3D.10c Normal trading of new +securities issued under institutional
entitlement offer
31/10/2023
3D.11 Date on which offer documents will be sent to retail +security holders
entitled to participate in the +pro rata issue
26/10/2023
3D.12 Offer closing date for retail +security holders
16/11/2023
3D.13 Last day to extend retail offer close date
13/11/2023
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3D.19 +Issue date for retail +security holders and last day for entity to
announce results of retail offer
23/11/2023
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 and Morgans Corporate Limited - Joint Lead Managers.
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Capital raising fee 4.8% of Entitlement Offer proceeds (excluding Sonic Healthcare proceeds, which have a capital raising
fee of 2.4%). Financial advisor fee to Bell Potter Securities Limited of 1.2% of the Entitlement Offer proceeds (excluding
Sonic Healthcare proceeds, which have a financial advisor fee of 0.6%)
3E.2 Is the proposed offer to be underwritten?
Yes
3E.2a Who are the underwriter(s)?
Bell Potter Securities Limited and Morgans Corporate Limited
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
The Entitlement Offer is fully underwritten by Bell Potter Securities Limited and Morgans Corporate Limited as Joint Lead
Managers.
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
The fees applicable to the underwriters acting as lead managers/brokers also apply to the lead managers in their capacity
as underwriters to the Entitlement Offer as per 3E.1b above.
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
Refer to Annexure A of the announcement released to the market on 23 October 2023 for a summary of the material
terms of the Underwriting Agreement.
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
Standard share registry, legal and other external advisers and ASX administrative fees.
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Proposed issue of securities
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
To fund the cash component of the acquisition of 100% of the issued capital of Invivo Clinical, including earn-outs,
international expansion, therapeutic program development and payment of 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
Shareholders outside Australia & New Zealand will not be eligible to participate in the Retail Entitlement Offer. The
Institutional Entitlement Offer will be extended to shareholders in Australia, New Zealand, Hong Kong, Singapore and the
United Kingdom.
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing
+securities
Yes
3F.5a Please provide further details of the offer to eligible beneficiaries
The Entitlement Offer will be made available to nominees/custodians. The share registry will send a letter to nominees to
inform beneficiaries of their entitlement, which will reflect the same jurisdictions as detailed in 3F.4 above.
3F.6 URL on the entity's website where investors can download information about the proposed issue
https://microba.com/
3F.7 Any other information the entity wishes to provide about the proposed issue
Not applicable
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)
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