GRATIFII LIMITED GRATIFII LIMITED ACN 125 688 940
2022 SHARE PURCHASE PLAN
NOT FOR RELEASE TO UNITED STATES WIRE SERVICES OR DISTRIBUTION IN THE UNITED
STATES
CONTENTS
KEY DATES ................................................................................................................................... 6
TERMS & CONDITIONS OF OFFER .............................................................................................. 7
1 ASIC CORPORATIONS (SHARE AND INTEREST PURCHASE PLANS) INSTRUMENT
2019/547 ............................................................................................................................. 7
2 OPENING DATE AND CLOSING DATE OF THE OFFER .................................................. 7
3 WHO IS ELIGIBLE TO PARTICIPATE IN THE OFFER? .................................................... 7
4 SHAREHOLDER APPROVAL ............................................................................................ 7
5 VOLUNTARY PARTICIPATION .......................................................................................... 7
6 ISSUE PRICE ...................................................................................................................... 7
7 IMPORTANT INFORMATION ON PRICE RISK TO CONSIDER ........................................ 7
8 HOW MUCH CAN YOU INVEST IN THE OFFER? ............................................................. 8
9 SCALE BACK, OVERSUBSCRIPTIONS OR REFUSAL OF APPLICATION ..................... 8
10 SHORTFALL ....................................................................................................................... 9
11 CUSTODIAN CERTIFICATION ........................................................................................... 9
12 EFFECT OF MAKING AN APPLICATION AND SHAREHOLDER CERTIFICATION ....... 10
13 TRANSACTION COSTS ................................................................................................... 11
14 ISSUE OF NEW SHARES AND VARIATION ON NUMBER OF NEW SHARES ISSUED 11
15 WHAT RIGHTS WILL THE NEW SHARES CARRY? ....................................................... 11
16 CAN THE COMPANY CHANGE, SUSPEND OR TERMINATE THE OFFER? ................. 12
17 DIRECTORS' PARTICIPATION ........................................................................................ 12
18 HOW DO YOU APPLY AND PAY FOR THE NEW SHARES? ......................................... 12
19 PROVIDE A CHEQUE, BANK DRAFT OR MONEY ORDER FOR THE EXACT AMOUNT
.......................................................................................................................................... 12
20 DISPUTE RESOLUTION ................................................................................................... 12
21 QUOTATION AND REGISTRATION OF YOUR SHARES ................................................ 12
22 NO LIABILITY ................................................................................................................... 12
23 PRIVACY .......................................................................................................................... 13
24 GOVERNING LAW AND JURISDICTION ......................................................................... 13
25 HOW DO YOU APPLY FOR NEW SHARES UNDER THE OFFER .................................. 13
GLOSSARY .................................................................................................................................. 14
CORPORATE DIRECTORY ......................................................................................................... 16
IMPORTANT NOTICE
General
This document is dated 26 April 2022. This document is not a prospectus and has not been lodged with ASIC. Accordingly, this document does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding whether or not to invest in the New Shares offered by this document.
This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand or are in doubt about the contents of this document, or the action you should take, you should consult your financial or other professional adviser without delay.
The market price of Shares may rise or fall between the date of this document and the date the New Shares are issued to you. This means that up to or after the date on which the New Shares are issued to you, you may be able to buy Shares on the market at a lower price than the Issue Price. The Company and its Directors do not offer any recommendation or advice regarding participation in the Offer.
Holding securities in the Company is a speculative form of investment and the future price of Shares may rise or fall depending on, amongst other things, business success and fluctuations on the stock market generally.
This document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this document.
No action has been taken to permit the Offer in any jurisdiction other than Australia and New Zealand to the extent set out in this document.
The distribution of this document in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any other jurisdiction.
Application will be made for the New Shares to be quoted on ASX. The New Shares have not been and will not be registered under any other applicable securities laws and they may not, subject to certain exceptions, be offered or sold directly or indirectly within any jurisdiction outside Australia and New Zealand.
Capitalised terms in this document are defined in the Glossary.
New Zealand
The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of the New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
United States
This document may not be released to United States wire services or distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act 1933 (Securities Act) or the securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration of the Securities Act and the applicable laws of any state or other jurisdiction in the United States.
No Recommendation
The information in this document is not a recommendation to accept the Offer and does not constitute financial advice. Eligible Shareholders should therefore conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis.
If, after reading this document, Eligible Shareholders have any questions regarding the Offer, they should contact their financial or other professional adviser before deciding whether or not to accept the Offer.
LETTER TO SHAREHOLDERS
26 April 2022
Dear Shareholder,
SHARE PURCHASE PLAN OFFER
The Company is pleased to offer Eligible Shareholders the opportunity to participate in the Company's share purchase plan (Offer).
The Offer will give Eligible Shareholders the opportunity to apply for up to A$30,000 worth of New Shares at an issue price of A$0.026 for each New Share (Issue Price) without incurring brokerage or other transaction costs.
The Issue Price represents a discount of 7.1% to the last closing price recorded on the ASX prior 11 April 2022 (being the date on which the Offer was announced).
On 11 April 2022, the Company announced the Offer in addition to a two-tranche placement of new fully paid ordinary shares to institutional, professional and sophisticated investors to raise A$3,700,000 (Placement). The Company intends to use the proceeds of the Placement and Offer for the continued development of the Mosaic Platform, any earn-out payment which may be due under the Neat Ideas Share Sale Agreement and for working capital purposes. Shareholders may wish to refer to the Company's announcement dated 11 April 2022, available fromhttps://www2.asx.com.au/ orhttps://gratifii.com/investor.relations/SPP for further details of the Placement.
The Company intends to raise up to A$300,000 from the Offer. If total demand for the Offer exceeds A$300,000, the Company reserves the right to close the Offer early and scale back applications or accept oversubscriptions in its discretion. When determining the amount (if any) by which to scale back an application, the Company may take into account a number of factors, including the size of an applicant's shareholding, the extent to which Eligible Shareholders have sold or bought additional shares after the Record Date and the date an application was made. Eligible Shareholders are therefore encouraged to submit their applications early.
Participation in the Offer is optional. The issue of New Shares is expected to take place on or around 13 May 2022.
Participation and important dates in relation to the Offer
The Offer is offered exclusively to all Eligible Shareholders (including Custodians), being registered holders of Shares as at 7:00pm (AEST) on 8 April 2022 (Record Date) with a registered address in Australia and New Zealand, and not resident or located in the United States or any other jurisdiction in or into which an offer of New Shares would be unlawful, who meet certain other conditions as expressly prescribed in the Terms & Conditions (Eligible Shareholders).
To participate in the Offer, follow the instructions on your personalised Application Form. You can access your personalised Application Form athttps://investor.automic.com.au/#/home
The Offer opens on 26 April 2022 and closes at 5:00pm (AEST) on 6 May 2022.
The Company will not accept any late applications. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the closing date without prior notice, including closing the Offer early. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to remit their Application Monies as soon as possible. If the closing date is varied, subsequent dates may also be varied accordingly.
Subject to ASX Listing Rule 10.12 (Exception 4) being satisfied at the date of the issue of the New Shares, Directors who are Eligible Shareholders intend to participate in the Offer (without having to obtain prior Shareholder approval) on the same terms as all other Eligible Shareholders. Directors may apply to subscribe for up to the maximum number of New Shares permitted by the Terms & Conditions.
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Gratifii Ltd. published this content on 26 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2022 07:49:10 UTC.
