INSTITUTIONAL PLACEMENT TO RAISE $63.4M AND 1FOR 9 ANREO TO...

INSTITUTIONAL PLACEMENT TO RAISE $63.4M AND 1FOR 9 ANREO TO RAISE $36.6M

Issuer and Securities
Joint Lead Managers:	Morgans Corporate Limited (“Morgans”) and Bell Potter Securities Limited (“Bell Potter”) (together the “Joint Lead Managers”).
Role:	Joint Lead Manager of the Placement and Entitlement Offer
Issuer:	Frontier Digital Ventures Limited (ACN 609 183 959)
Ticker:	FDV.AU
Securities offered:	Fully paid ordinary Securities in the Issuer
Ranking:	Securities issued under the Offer will rank equally with existing securities on issue in the Issuer.
Use of proceeds:	Funds raised will be used to: ~A$56m for the acquisition of 100% of the issued capital of Fincaraiz, Avito and Tayara ~A$44m for further growth capital, balance sheet flexibility and payment of transaction costs
Offer details
Offer type:	The Company seeks to raise approximately A$100.0 million by way of a Placement and ANREO of approximately 80.0 million new fully paid ordinary shares in the Company (“New Shares”) at A$1.25 per security (“Offer”) Placement: · Placement of approximately 50.7 million ordinary shares (“Placement Shares”), to raise gross proceeds of approximately A$63.4 million (“Placement”) under FDV’s available ASX LR 7.1 and 7.1A capacity Placement Shares will not be entitled to participate in the Entitlement Offer ANREO: · The company intends to undertake 1 for 9 issue of approximately 29.3 million ordinary shares pursuant to an accelerated non-renounceable entitlement offer to raise proceeds of approximately A$63.4 million (“ANREO”) The ANREO comprises an accelerated institutional component (“Institutional Entitlement Offer”) and an retail component (“Retail Entitlement Offer”): Institutional Entitlement Offer to existing eligible institutional and professional shareholders to raise approximately A$28.0 million; and Retail Entitlement Offer to existing eligible retail shareholders with a registered address in Australia or New Zealand to raise approximately A$8.6 million. Entitlements not taken up under the Institutional Entitlement Offer and those that would have otherwise been offered to institutional ineligible shareholders will be offered to eligible institutional and professional investors and shareholders at the Offer Price through a bookbuild process (“Institutional Bookbuild”) at the fixed Offer Price. The Retail Entitlement Offer will include a top-up facility under which eligible retail shareholders who take up their full Entitlement will be invited to apply for additional shares in the Retail Entitlement Offer from a pool of those not taken up by other eligible retail shareholders.
Offer size:	Approximately A$100.0 million (approximately 80.0 million New Securities)
Offer Price:	$1.25 per Security
Discount:	The Offer Price reflects a: a 20.1% discount to the last close price of $1.565 on 6 October 2020; a 8.0% discount to the 10 day VWAP of $1.358; and a 16.2% discount to TERP of $1.492.
Entitlement ratio:	1 new Security for every 9 existing Securities held
Investor information
Required investor actions	Existing holders Complete the “Shareholding Declaration Form” setting out what your holding will be on the Record Date and return to Orient Capital via email at [email protected] by no later than 12.00pm (Sydney time) on Thursday 8 October 2020. You must not deal with Shares on a “cum” entitlement basis (including via stock lending arrangements): · If you wish to accept all or part of your Entitlement you must communicate the number of Entitlements you wish to apply for to your Joint Lead Manager sales representative. If you have failed to respond by 12.00pm (Sydney time) on Thursday 8 October 2020 you will be deemed not to have accepted your Entitlement and no bids will be accepted from you and New Shares equivalent in number to your Entitlement will be issued to third parties. IN SUCH CIRCUMSTANCES, YOU WILL RECEIVE NO VALUE FOR YOUR ENTITLEMENT Confirm acceptance of allocation by returning the personalised “Confirmation Letter” sent by the Joint Lead Managers following the close of the Institutional Entitlement Offer
Selling restrictions:	· The Securities are being offered under the Offer only to wholesale clients (as that terms is defined in section 761G of the Corporations Act), who are also sophisticated investors or professional investors, or otherwise through a financial services licensee (as those terms are defined in sections 708(8), (10) and (11) of the Corporations Act) in Australia; and The Permitted Jurisdictions for the Placement are Australia, New Zealand, Hong Kong, Singapore and the United Kingdom. In each case that are not in the United States in “offshore transactions” (as defined in Regulation S under the United States Securities Act of 1933, as amended (“Securities Act”)) in reliance on Regulation S under the Securities Act.
ISIN for normal stock	AU000000FDV2
Timetable information
Indicative timetable:	Trading Halt 9.00am, Wednesday 7 October 2020 Institutional Placement opens 10.00am, Wednesday 7 October 2020 Institutional Placement closes 3.00pm Wednesday, 7 October 2020 Declaration forms due for Australian / New Zealand Investors 12.00pm, Thursday 8 October 2020 Institutional Entitlement Offer opens Thursday, 8 October 2020 Institutional Entitlement Offer closes Friday, 9 October 2020 FDV securities re-commence trading on an ex-entitlement basis Monday, 12 October 2020 Entitlement Offer Record Date (7.00pm) Monday, 12 October 2020 Retail Entitlement Offer Opens and Retail Entitlement booklet despatched Thursday, 15 October 2020 Settlement of New Securities under the Institutional Entitlement Offer and Institutional Placement Thursday, 15 October 2020 Allotment and normal trading of New Securities under the Institutional Entitlement Offer and Institutional Placement Friday, 16 October 2020 Last day to extend retail offer close date Monday, 26 October 2020 Retail Offer Closes Thursday, 29 October 2020 Announcement of results of retail offer Tuesday, 3 November 2020 Settlement of retail offer Wednesday, 4 November 2020 Allotment of New Securities issued under the Retail Entitlement Offer Thursday, 5 November 2020 Normal trading of New Securities issued under the Retail Entitlement Offer Friday, 6 November 2020 This timetable is subject to change without notice. All references are to Sydney, Australia time.