Target Market Determination
Made by: Splitit Payments Limited (ARBN 629 557 982) of c/- Coghlan Duffy & Co
Level 42, Rialto South Tower, 525 Collins Street Melbourne VIC 3000 (Company).
Product: Options to acquire fully paid ordinary shares in the capital of the Company with an exercise price of $0.20 exercisable on or before 5pm AEST on the date that is 30 months from the date of issue (New Options).
Effective Date: 23 September 2022
On 29 August 2022, the Company announced a placement of fully paid ordinary shares (New Shares) to institutional, sophisticated or professional investors (Placement Investors) to raise over AUD$10.5 million (before costs) (Placement).
This target market determination (TMD) has been prepared by the Company in relation to an offer to issue to each Placement Investor one (1) New Option for every two (2) New Shares subscribed for by that Placement Investor under the Placement (Offer), which is being made by the Company under a transaction specific prospectus dated 23 September 2022 (Prospectus). A copy of the prospectus is available on the Company’s ASX platform, https://www2.asx.com.au/markets/company/SPT.
The New Options are being offered under the Prospectus to the Placement Investors by invitation only so that the New Options issued to the Placement Investors will be freely tradeable (and the Shares issued on exercise of those New Options will also be freely tradeable due to the operation of ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80). The Company will apply for quotation of the New Options on ASX.
The Offer will be made under, or accompanied by, a copy of the Prospectus. Any recipient of this TMD should carefully read and consider the Prospectus in full and consult their professional adviser if they have any questions regarding the contents of the Prospectus. Any recipient of this TMD who wants to acquire New Options under the Offer will need to complete the Application Form that will be in, or will accompany, the Prospectus. There is no cooling off period in respect of the issue of the New Options. This TMD is not a disclosure document for the purposes of the Corporations Act, and therefore has not been lodged, and does not require lodgement, with the Australian Securities and Investments Commission (ASIC).
This TMD does not take into account what you currently have, or what you want and need, for your financial future. It is important for you to consider these matters and read the Prospectus before you make an investment decision. The Company is not licensed to provide financial product advice in relation to the New Options.
Unless otherwise defined in this TMD, capitalised terms have the meaning given to them in the Prospectus.
The objectives, financial situation and needs of investors which are suitable for investment in the New Options and an explanation of why those particular financial circumstances are suitable are provided below:
|Investment Objective||The Company expects that an investment in New Options will be suitable to investors who wish to gain exposure to equities in a small to medium-cap technology company listed on the ASX. Particularly, it will be those investors (being the Placement Investors) that are allocated New Options pursuant to the Offer made by the Company under the Prospectus.|
|Investment Timeframe||The target market of investors will take a short to medium term outlook in relation to their investment in the Company.
Investors with a short-term outlook for their investment will benefit from an ability to exercise New Options and trade the underlying Shares issued on exercise should the New Option exercise price be lower than the trading price of the Company’s Shares.
Investors with a medium-term outlook will benefit from an ability to exercise New Options within the term of the New Options and increase their shareholding and exposure to the potential upside in the Company’s Shares into the future.
Given the need to pay the exercise price on the New Options to acquire Shares, investors in the target market are in a financial position that is sufficient for them to invest their funds over the time period prior to the expiry date of the New Options, should they wish to exercise their New Options.
|Investor Suitability Metrics||While the Company does not have an established eligibility framework for investors based on metrics such as age, expected return or volatility, it is expected that the target market of investors will be able to withstand potential fluctuations in the value of their investment. The New Options offer no guaranteed income or capital protection.|
|Risks||The Company considers that an investment in the New Options is highly speculative, such that an investment in the Company is not appropriate for an investor who would not be able to bear a loss of some or all of the investment.
Investors should also have a sufficient level of financial literacy and resources (either alone or in conjunction with an appropriate adviser) to understand and appreciate the risks of investing in New Options as an asset class generally and the more specific risks of investing in the Company.
The Offer of New Options under the Prospectus is being made to the investors who participated in the Placement (being the Placement Investors). Only the Placement Investors will be eligible to apply for New Options under the Prospectus.
The Company considers that these distribution conditions will ensure that persons who invest in New Options fall within the target market.
The New Options are being offered for a limited offer period set out in the Prospectus, after the conclusion of which the New Options will no longer be available for investment by way of issue. It follows that the TMD will only apply in the period between the commencement of the offer of the New Options and the issue of the New Options shortly after the close of the Offer (Offer Period), after which the TMD will be withdrawn.
To allow the Company to determine whether circumstances exist that indicate this TMD is no longer appropriate to the New Options and should be reviewed, the following review triggers apply for the Offer Period:
- there is a material change to the key attributes of the New Options that make it no longer consistent with the likely objectives, financial situation and needs of clients in the target market;
- the Company lodges with ASIC a supplementary or replacement prospectus in relation to the Prospectus;
- the occurrence of a significant dealing in New Options that is not consistent with this TMD. The Company does not consider that an on-sale of the New Options on market is a significant dealing;
- the Company identifies a substantial divergence in how the New Options are being distributed and purchased from this TMD;
- ASIC raises concerns with the Company regarding the adequacy of the design or distribution of New Options or this TMD; and
- material changes to the regulatory environment that applies to an investment in the New Options.
The Company may also amend this TMD at any time.
If a review trigger occurs during the Offer Period, the Company will undertake a review of the TMD in light of the review trigger.
The Company will otherwise complete a review of the TMD immediately prior to the issue of New Options under the Offer.
Periodic reviews of the TMD will not occur during the Offer Period, noting that the Offer Period is (subject to any decision to extend) less than one month. If the Offer Period is extended for more than one month, the TMD will be reviewed on a monthly basis.
The reporting requirements of all distributors is detailed in the table below:
|Reporting requirement||Period for reporting to the Company by the distributor||Information to be provided|
|Whether the distributor received complaints about the New Options.||
|A significant dealing of the New Options that is not consistent with this TMD.||As soon as reasonably practicable after the significant dealing occurs, but in any event no later than 10 business days after the significant dealing occurs.||
|A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.||Within 10 Business Days after the end of the close of the Offer in accordance with the Prospectus.||A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.|
Contact details in respect of this TMD for the company are:
cdPlus Corporate Services Pty Ltd
Phone: +61 3 9614 2444
Email: [email protected]
$ means Australian dollars.
Application Form or Application Forms means the Placement Application Form.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.
Company means Splitit Payments Limited (ARBN 629 557 982).
Corporations Act means the Corporations Act 2001 (Cth).
New Options means the Options to be offered to subscribers under the Placement, with an exercise price of $0.20 exercisable on or before 5pm (Melbourne time) on the date that is 30 months from the date of issue, on the terms and conditions set out in Prospectus.
New Shares means the new fully paid ordinary shares to be issued by the Company.
Offer means the offer of one (1) New Option for every two (2) New Shares subscribed for under the Placement made under the Prospectus.
Option means an option to acquire a Share.
Placement means the placement proposed to be undertaken by the Company, details of which are set out in the Company’s announcement dated 29 August 2022.
Placement Application Form means the application form issued to subscribers under the Placement.
Placement Investors means the investors who participated in the Placement.
Prospectus means the prospectus issued by the Company dated 23 September 2022.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
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