Capital Raising and Conversion Example for DIG
CAPITAL RAISING
Proposed capital raising terms
Instrument
Face Value
Facility Amount
Use of Funds
Issue Date
Maturity Date
Interest Rate
Elective Redemption
Automatic Conversion
Event
Elective Conversion
Redemption or
Conversion at
Maturity Date
Security
Restrictions
Convertible Notes (Notes)
A$1.00 per Note
Up to approximately A$5 million in aggregate¹
Repayment of existing debt for balance sheet optimisation (~A$2.5 million), and to accelerate growth via additional sales and marketing resources across brands
in preparation for an ASX listing (~A$2.5 million)
The date that the Notes are issued
[31 December 2023]
Interest will accrue on the Notes at 8% per annum from the Issue Date up to and including the date on which the Notes are redeemed or converted. Interest will be
calculated on daily balances (on the basis of a 365-day year and the actual number of days that interest accrues) and capitalised on the conversion date or
repaid on redemption.
The Notes and any accrued but unpaid interest must not be repaid in cash prior to the Maturity Date unless approved in writing by the Company and at least 75%
of the holders of the Notes.
The Notes (plus any accrued but unpaid interest) will automatically convert into fully paid ordinary shares in the Company immediately prior to completion of an
IPO or Trade Sale, based on the lower of the following conversion price terms:
•
•
A discount to the price per share implied by the terms of the IPO or trade sale of 25% (if completion occurs on or before [30 June 2023]), or otherwise 30% (if
completion occurs on or between [1 July 2023] and the Maturity Date); and
The price per share implied by a pre-money equity valuation cap of A$37 million, and the number of shares on issue immediately prior to the conversion of
the Notes which is set to occur due to completion of the IPO or Trade Sale (as applicable).
The Notes may be converted into fully paid ordinary shares in the Company at the discretion of the Noteholder at any time prior to the occurrence of an Automatic
Conversion Event or the Maturity Date at a price per share based on a pre-money equity valuation of A$37 million and the number of shares on issue at that time.
If the Notes have not been redeemed or converted by the Maturity Date, the Company may elect to either:
Redeem the Notes at an IRR of 30% (inclusive of any accrued interest); or
Convert the Notes (including their Face Value plus any accrued but unpaid interest) into fully paid ordinary shares in the Company, at a price per share
equivalent to the price per share from dig most recent funding round in June 2021 (which implies a A$37 million post-money equity valuation based on
ordinary shares outstanding).
Notes to be unsecured.
No dividends or capital returns will be made while any interest on the Notes remains outstanding.
dig
1. DIG reserves the right to raise additional capital with this instrument.
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