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15 August 2018
Australian Securities Exchange (ASX) Announcement

Highlights:

Sensera Limited (Sensera) today announces its intention to raise approximately $8.83 million through:

  • an $8.267 million underwritten 4 for 9 pro rata non-renounceable entitlement offer of fully paid
    ordinary shares in Sensera (New Shares) (Entitlement Offer); and 
  • a $565,000 placement of 5,136,364 fully paid ordinary shares to institutional and sophisticated investors (Institutional Placement).

Shareholder approval is not required for the Institutional Placement or Entitlement Offer. The offer price for the Entitlement Offer will be $0.11 per New Share (Offer Price) which is the same price at which the Institutional Placement has been conducted. The Offer Price represents a 24% discount to the last traded price of Sensera shares before this announcement.

Under the Entitlement Offer, eligible shareholders will be able to subscribe for 4 New Shares in Sensera for every 9 existing shares held at 7.00pm (AEST) on 20 August 2018 (Record Date) at the Offer Price (Entitlements).

The Entitlement Offer is fully underwritten by Morgans Corporate Limited (Underwriter), however, the Underwriter is not required to subscribe for New Shares if to do so would result in the Underwriter obtaining voting power in Sensera of 20% or greater.

The proceeds of the Institutional Placement and Entitlement Offer will be used to fund:

  • the final installment of the nanotron GmbH purchase consideration payable to the nanotron vendors;
  • research and development activities; and
  • offer costs and working capital to meet Sensera’s intended growth objectives.

The Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable.

Shareholders who do not take up their Entitlements will not receive any value for those Entitlements that they do not take up. Shareholders who are not eligible to receive Entitlements will not receive any value for the Entitlements they would have received had they been eligible.

Approximately 75,159,192 new ordinary shares in Sensera will be issued as part of the Entitlement Offer. Shares issued under the Entitlement Offer will rank equally with existing shares.

The Entitlement Offer will include a top up facility under which eligible shareholders who take up their full Entitlement will be invited to apply for additional shares in the Entitlement Offer from a pool of those not taken up by other eligible shareholders. There is no guarantee that applicants under this top up facility will receive all or any of the shares they apply for under the facility.

Sensera will notify shareholders as to whether they are eligible to participate in the Entitlement Offer. Eligible shareholders will receive an information booklet including a personalised entitlement and acceptance form which will provide further details of how to participate in the Entitlement Offer.

Also, under ASX Listing Rules, Appendix 7A, Sensera will despatch a letter about the Entitlement Offer to each holder of options to subscribe for Sensera shares.