OpenLearning : Update - Proposed issue of securities - OLL

Proposed issue of securities

Update Summary

For personal use only

Entity name

OPENLEARNING LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

21/12/2021

Reason for update to a previous announcement

Extension of close date

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

OPENLEARNING 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	635890390
1.3	ASX issuer code
OLL

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Extension of close date

1.4b Date of previous announcement to this update

8/12/2021

1.5 Date of this announcement

21/12/2021

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is: + Non-renounceable

Proposed issue of securities

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Proposed issue of securities

Part 3 - Details of proposed entitlement offer issue

only
	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?
use	No
	Part 3B - Offer details
		Class or classes of +securities that will participate in the proposed issue and class or classes of +securities
personal	proposed to be issued
ASX +security code and description
		OLL : ORDINARY FULLY PAID
		Is the proposed security a 'New	Will the proposed issue of this	If the entity has quoted company
		class' (+securities in a class that is	+security include an offer of	options, do the terms entitle option
		not yet quoted or recorded by ASX)	attaching +securities?	holders to participate on exercise?
		or an 'Existing class' (additional	No	No
		securities in a class that is already
		quoted or recorded by ASX)?
		Existing class
	D tails of +securities proposed to be issued
		ASX +security code and description
		OLL : ORDINARY FULLY PAID
For	ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable

issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities to be issued

For a given quantity of +securities held

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Proposed issue of securities

What will be done with fractional entitlements?

Maximum number of +securities proposed to be issued (subject to rounding)

only	Fractions rounded up to the next	32,893,050
whole number
Offer price details for retail security holders
		In what currency will the offer be	What is the offer price per +security
		made?	for the retail offer?
		AUD - Australian Dollar	AUD 0.09300
use	Oversubscription & Scale back details
personal	Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
		Yes
		Describe the limits on over-subscription
		Eligible Shareholders who wish to subscribe for Securities above their Entitlement are invited to apply for Shortfall
		Securities under the Shortfall Offer. The Company reserves the right to issue an Eligible Shareholder a lesser number of
		Shortfall Securities than applied for or no Shortfall Securities at all. All decisions regarding the allocation of Shortfall
		Securities will be made by the Directors and will be final and binding on all applicants under the Shortfall Offer.
		Will a scale back be applied if the offer is over-subscribed?
		Yes
		Describe the scale back arrangements
		If the number of Shortfall Securities applied for by Eligible Shareholders exceeds the total Shortfall, the Shortfall Securities
		will be allocated among applying Eligible Shareholders proportionate to their existing holdings.
		Will these +securities rank equally in all respects from their issue date with
		the existing issued +securities in that class?
For
	Part 3C - Timetable

3C.1 +Record date 14/12/2021

Proposed issue of securities

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Proposed issue of securities

3C.2 Ex date 13/12/2021

3C.4 Record date 14/12/2021

only	3C.5 Date on which offer documents will be sent to +security holders
		entitled to participate in the +pro rata issue
		15/12/2021
		3C.6 Offer closing date
		14/1/2022
use	3C.7 Last day to extend the offer closing date
11/1/2022
3C.9 Trading in new +securities commences on a deferred settlement basis
		17/1/2022
		3C.11 +Issue date and last day for entity to announce results of +pro rata
		issue
personal	21/1/2022
3C.12 Date trading starts on a normal T+2 basis
		24/1/2022
		3C.13 First settlement date of trades conducted on a +deferred settlement
		basis and on a normal T+2 basis
		27/1/2022
	Pa t 3E - Fees and expenses
		3E.1 Will there be a lead manager or broker to the proposed offer?
		No
For	3E.2 Is the proposed offer to be underwritten?
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

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