Corporate Action Notice
Template
Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 5
Section 1: Issuer information (mandatory)
Name of issuer TruScreen Group Limited
Class of Financial Product Ordinary Shares
NZX ticker code TRU
ISIN (If unknown, check on NZX
website)
NZTRUE0001S7
Name of Registry MUFG Pension & Market Services
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue X
Placement X
Record date 28/05/2025
Ex Date (one business day before the
Record Date)
27/05/2025
Currency NZD / AUD
External approvals required before offer
can proceed on an unconditional basis?
Y
Details of approvals required Both the:
issue of options (as described in more detail
below); and
ability to accept oversubscriptions (if any, as
described in more detail below),
are subject to shareholder approval by way of
Ordinary Resolution, in accordance with NZX Listing
Rule 4.2.
Section 3:Bonus issue
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
One attaching option for each ordinary share issued
under the Share Purchase Plan (detailed below), up
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to a total of 55,490,771 options (subject to
shareholder approval), with the ability to accept
oversubscriptions at the Board's discretion and
subject to shareholder approval. Each option will
entitle the holder to subscribe for one additional
share in TruScreen at NZD $0.022 / A $0.02 (with an
exercise period of 12 months from the date of issue
of the initial share);
One attaching option for each ordinary share issued
under the Placement (detailed below), up to a total of
80,919,555 options (subject to shareholder approval),
with the ability to accept oversubscriptions at the
Board's discretion and subject to shareholder
approval. Each option will entitle the holder to
subscribe for one additional share in TruScreen at
NZD $0.022 / A $0.02 (with an exercise period of 12
months from the date of issue of the initial share);
and
Up to 25,000,000 options on the same terms as the
Placement options to be issued to TRU's Joint Lead
Managers (SP Corporate Pty Ltd and GBA Capital
Pty Ltd) as consideration for services, subject to
shareholder approval.
ISIN of security to be issued (if different
from Ordinary Shares)
N/A (Options are not quoted)
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 (1 option for
each new share
issued under the
Placement /
SPP)
Existing 1
Treatment of fractions
**
Round down
Allotment date Following approval at special meeting of
shareholders
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
Up to 136,410,326 options under the Placement and
SPP, with the ability to accept oversubscriptions at
the Board's discretion and subject to shareholder
approval, and up to 25,000,000 options to the Joint
Lead Managers.
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
N/A
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Section 6: Share Purchase Plans/retail offer
1
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Up to 55,490,771 ordinary shares (with one attaching
option for each share issued pursuant to the SPP, entitling
the subscriber to subscribe for an additional share at NZD
$0.022 / A $0.02 (with an exercise period of 12 months
from the date of issue of the initial share), subject to
shareholder approval).
TRU shall have the ability, subject to shareholder
approval in accordance with NZX Listing Rule 4.2 and in
its complete discretion, to accept subscriptions over this
amount.
Minimum application amount (if
any)
N/A
Maximum application amount per
Equity Security holder
Up to NZ$50,000 / A$45,000 of ordinary shares per
shareholder/beneficial owner.
Subscription price per Equity
Security
The lower of:
NZ $0.022 / A $0.02; and
a 2.5% discount to the five day volume weighted
average price of TruScreen Group's shares during
the five NZX trading days up to, and including, the
Closing Date.
Scaling reference date
2
Scaling according to holdings on the record date of
28/05/2025
Closing date 23/06/2025
Allotment date 30/06/2025
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
Up to 80,919,555 ordinary shares (with one attaching
option for each share issued pursuant to the Placement,
entitling the subscriber to subscribe for an additional
share at NZD $0.022 / A $0.02 (with an exercise period of
12 months from the date of issue of the initial share),
subject to shareholder approval).
TRU shall have the ability, subject to shareholder
approval in accordance with NZX Listing Rule 4.2 and in
1
In this Corporate Action Notice, a “retail offer” refers to an offer that is not a Rights issue, Accelerated Offer or Share Purchase
Plan, but is nonetheless open to “retail” investors of the Issuer (for example an offer that would be a Share Purchase Plan but for
the amount offered to each shareholder exceeding the relevant limit).
2
Scaling for a Share Purchase Plan must be determined as set out in the definition of “Share Purchase Plan” in the Listing Rules.
Retail offers may apply a different basis for scaling.
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its complete discretion, to accept subscriptions over this
amount.
Issue price per Equity Security NZD $0.022 / A $0.02
Maximum dollar amount of Equity
Securities to be issued
3
TruScreen intends to issue up to a maximum of
NZD$1,780,230of ordinary shares under the Placement,
with the ability to accept oversubscriptions at TruScreen's
discretion and subject to shareholder approval.
Proposed issue date 10/06/2025
Existing holders eligible to
participate
4
Y
Related Parties eligible to
participate
5
Y
Basis upon which participation by
existing Equity Security holders will
be determined
Eligible wholesale and institutional shareholders will be
invited to participate in the Placement by the Lead
Managers.
Purpose(s) for which the Issuer is
issuing the Equity Securities
Growing and increasing Truscreen’s presence in the
Chinese market;
Distribution of Dalton Bio IVD HPV DNA products;
Executing public cervical cancer screening programs
in Vietnam, Zimbabwe and Uzbekistan;
Continued development of the growing public cervical
cancer screening sales channel with key NGOs and
Ministries of Health;
Development of Indonesian and ASEAN markets;
Development of Indian market; and
Providing additional working capital.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
TRU considers a placement structure to be in the best
interests of TRU and its existing shareholders, as the
placement will allow TRU to access a broader pool of
potential investors giving greater certainty around the
achievement of the targeted raising size and more
favourable pricing for TRU. A Share Purchase Plan is
intended to be offered in conjunction with the Placement.
3
Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer
should instead indicate the maximum dollar amount of Equity Securities to be issued.
4
Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of
eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a
certain status, such as wholesale, sophisticated or professional investors only.
5
Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties
(i.e. restrictions on participation applying to the placement generally should be disregarded).
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A non-pro rata offer is being undertaken with a view to the
offer providing the company an opportunity to broaden its
shareholder base and improve liquidity.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y (in respect of the Placement only)
Name of Lead Manager(s) SP Corporate Pty Ltd and GBA Capital Pty Ltd (in respect
of the Placement only)
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
In respect of the Placement:
brokerage fee of 6% of funds raised by the Lead
Managers;
10,000,000 broker options, plus 10 options for
every dollar raised, capped at 25,000,000 options;
and
TRU will pay SP Corporate Advisory A$7,500 +
GST for the management and execution of the
DVP and cash settlement function.
Underwritten N
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting
being terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Guy Robertson
Contact person for this announcement Guy Robertson, Company Secretary & CFO
Contact phone number +61 (0) 407 983 270
Contact email address guyrobertson@truscreen.com
Date of release through MAP 29/05/2025
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.