Proposed issue of securities
Announcement Summary
For personal use only
Entity name
DDH1 LIMITED
Announcement Type
New announcement
Date of this announcement 28/1/2022
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 |
DDH | ORDINARY FULLY PAID | 83,954,453 |
Proposed +issue date
16/2/2022
Refer to next page for full details of the announcement
Proposed issue of securities | 1 / 6 |
Proposed issue of securities
Part 1 - Entity and announcement details
For personal use only
1.1 Name of +Entity
DDH1 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 | 48636677088 | |
1.3 | ASX issuer code | |
DDH |
- The announcement is New announcement
- Date of this announcement
28/1/2022
1.6 The Proposed issue is:
A placement or other type of issue
Proposed issue of securities | 2 / 6 |
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 | |||
Court approval | 7/2/2022 | actual? | received/condition met? | |||
Estimated | ||||||
No | ||||||
Comments | ||||||
personal | ||||||
Approval/Condition | Date for determination | Is the date estimated or | ** Approval | |||
Lodgement of court order | 7/2/2022 | actual? | received/condition met? | |||
Estimated | ||||||
with +ASIC | No | |||||
Comments | ||||||
Approval/Condition | Date for determination | Is the date estimated or | ** Approval | |||
Other (please specify in | 7/2/2022 | actual? | received/condition met? | |||
Estimated | ||||||
comment section) | No | |||||
Comments | ||||||
Pursuant to clause 3 of the Scheme Implementation Agreement lodged with ASX on 22 Oct 21 the following outstanding | ||||||
conditions must be satisfied for DDH1 to issue the new DDH1 shares as consideration for the acquisition of Swick Mining | ||||||
For | Services. 3.1(f) no liability becomes payable by Swick under the Demerger Agreement between Orexplore and Swick | |||||
which is in excess of the maximum recovery amount under the Demerger Agreement. 3.1(g) all regulatory approvals, | ||||||
waivers and consents must be in effect. 3.1(h) no legal or regulatory restraints must be in effect. 3.1(j) Swick has received | ||||||
a copy of each of the consents or waivers required under each contract in the Agreed Form List. 3.1(k) no MAC. 3.1(l) no | ||||||
Prescribed Occurrence. 3.1(m) Target Warranties true and correct. 3.1(n) Bidder Warranties true and correct. 3.1(o) no | ||||||
Bidder MAC occurs. 3.1(p) no Bidder Prescribed Occurrence. 3.1(q) ASX approval for quotation of New Shares. | ||||||
Part 7B - Issue details | ||||||
Proposed issue of securities | 3 / 6 |
Proposed issue of securities
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 |
only | ||||||
Details of +securities proposed to be issued | ||||||
ASX +security code and description | ||||||
DDH : ORDINARY FULLY PAID | ||||||
Number of +securities proposed to be issued | ||||||
use | 83,954,453 | |||||
Offer price details | ||||||
Are the +securities proposed to be issued being issued for a cash | ||||||
consideration? | ||||||
No | ||||||
personal | Please describe the consideration being provided for the +securities | |||||
Acquisition of Swick Mining Services Limited under Scheme of Arrangement. | ||||||
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities | ||||||
86,892,858.000000 | ||||||
Will these +securities rank equally in all respects from their issue date with | ||||||
the existing issued +securities in that class? | ||||||
Yes | ||||||
Part 7C - Timetable | ||||||
7C.1 Proposed +issue date | ||||||
16/2/2022 | ||||||
ForPart 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%
Proposed issue of securities | 4 / 6 |
Proposed issue of securities
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)? | |||
only | 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? | |||
use | No | ||
Part 7E - Fees and expenses | |||
7E.1 Will there be a lead manager or broker to the proposed issue? | |||
personal | 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
Not Applicable
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
For | The New DDH1 Shares are being issued as consideration for the acquisition of Swick Mining Services Limited via a |
scheme of arrangement as announced to ASX on 12 October 2021. | |
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 | |
For every 1 Swick share on issue at the record date being 7 February 2022, 0.2970 New DDH1 Shares will be issued. | |
Therefore, the figure provided in question 7B is based on the following formula: |
The total number of Swick shares on issue as at 24 January 2022, being 281 740 622, plus 934,303 Swick shares to be issued in respect of performance rights, less total number of Swick shares held by ineligible foreign shareholders as at 24 January 2022, multiplied by 0.2970.
Proposed issue of securities | 5 / 6 |
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DDH1 Ltd. published this content on 28 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2022 06:45:02 UTC.