HUB24 : Proposed issue of securities - HUB

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

HUB24 LIMITED

Announcement Type

New announcement

Date of this announcement 7/2/2022

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
HUB	ORDINARY FULLY PAID	11,439,663

Proposed +issue date

16/2/2022

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

HUB24 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
ABN	87124891685
1.3	ASX issuer code
HUB

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

7/2/2022

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
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?
	Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
	+Security holder approval	31/1/2022	actual?	received/condition met?
	Actual
			Yes
	Comments
	The new HUB24 Shares the subject of this Appendix 3B are being issued pursuant to a scheme of arrangement under
personal	Part 5.1 of the Corporations Act between Class Limited (Class) and Class shareholders
(Scheme), under which all of the fully paid ordinary shares in Class (Class Shares) will be transferred to HUB24 in
consideration for a combination of cash and the issue of the new HUB24 Shares. No HUB24 shareholder approval is
	required in connection with the proposed issue of the new HUB24 Shares. Class shareholders approved the Scheme on
	31 January 2022.
	Approval/Condition	Date for determination	Is the date estimated or	** Approval
	Court approval	4/2/2022	actual?	received/condition met?
	Actual
			Yes
	Comments
	Court approval of the Scheme was obtained on 4 February 2022.
	Approval/Condition	Date for determination	Is the date estimated or	** Approval
	Lodgement of court order	7/2/2022	actual?	received/condition met?
	Actual
	with +ASIC		Yes
	Comments
	Lodgement of court order with ASIC occurred on 7 February 2022.
	Approval/Condition	Date for determination	Is the date estimated or	** Approval
	Other (please specify in	4/2/2022	actual?	received/condition met?
Forcomment section)		Actual	Yes

Comments

Various other conditions precedent to the Scheme, all of which have now been satisfied or waived.

Proposed issue of securities

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Proposed issue of securities

Part 7B - Issue details

only		Is the proposed security a 'New	Will the proposed issue of this
	class' (+securities in a class that is	+security include an offer of
			not yet quoted or recorded by ASX)	attaching +securities?
			or an 'Existing class' (additional	No
			securities in a class that is already
			quoted or recorded by ASX)?
			Existing class
	Details of +securities proposed to be issued
use		ASX +security code and description
			HUB : ORDINARY FULLY PAID
			Number of +securities proposed to be issued
		11,439,663
personal		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
			The consideration for the new HUB24 Shares will be the acquisition by HUB24 of all of the Class Shares under the
			Scheme.
			Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
		293,770,545.840000
			Will these +securities rank equally in all respects from their issue date with
			the existing issued +securities in that class?
			Yes
For
	Part 7C - Timetable
		7C.1 Proposed +issue date
		16/2/2022
	Proposed issue of securities	4 / 6

Proposed issue of securities

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
only	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?
No
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?
use
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
	P rt 7E - Fees and expenses
personal	7E.1 Will there be a lead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
		Fees and costs incurred by HUB24 in connection with the Scheme include financial and legal adviser fees and share
		registry fees.
	Part 7F - Further Information
For	7F.01 The purpose(s) for which the entity is issuing the securities
		The acquisition by HUB24 of all Class Shares pursuant to the Scheme.
		7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
		No
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