OpenLearning Limited (ASX:OLL) has lodged an Appendix 3B disclosing a proposed placement of 28,000,000 ordinary fully paid shares at an issue price of AUD $0.01 per share, accompanied by 28,000,000 free attaching options, with a proposed issue date of 11 November 2026.

Key Points

  • 28,000,000 ordinary fully paid shares to be issued at AUD $0.01 each on 11 November 2026
  • 28,000,000 free attaching options with an exercise price of AUD $0.015 and an expiry date of 31 October 2027
  • The securities are being issued using the company's additional 10% placement capacity under ASX Listing Rule 7.1A
  • Option terms are standard and are to be set out in a Prospectus to be lodged with ASX by 10 November 2026
  • No lead manager, broker, or underwriter is involved, and no other material fees or costs are disclosed

Placement Share Issue Terms

According to the filing, OpenLearning Limited proposes to issue 28,000,000 ordinary fully paid shares at an issue price of AUD $0.01 per share. The shares are proposed to be issued as an existing class of securities and will rank equally in all respects from their issue date with the existing issued securities in that class. The proposed issue date is 11 November 2026. The filing states the purpose of the issue is to raise an additional $280,000 from a placement, as referenced in a separate company disclosure dated 9 November 2026. No security holder approval is being sought for the placement.

Free Attaching Options Details

The filing discloses that 28,000,000 options will be issued as free attaching securities to the placement shares. The options are a new class of securities and will not be quoted on ASX. Each option carries an exercise price of AUD $0.015 and an expiry date of 31 October 2027. If exercised, each option will convert into one ordinary fully paid OLL share. The options are being provided as free attaching securities and are not issued for a cash consideration. The company has stated that it has not received confirmation from ASX that the terms of the proposed options are appropriate and equitable under Listing Rule 6.1.

Listing Rule Capacity and Compliance

The filing discloses that the 28,000,000 shares and 28,000,000 options are both being issued without security holder approval, utilising the company's additional 10% placement capacity under ASX Listing Rule 7.1A. The filing states that no party referred to in Listing Rule 10.11 is participating in the proposed issue, and none of the securities will be restricted securities or subject to voluntary escrow. Any on-sale of the securities within 12 months of issue is stated to comply with secondary sale provisions via publication of a cleansing notice under the relevant sections of the Corporations Act.