OpenLearning Limited (ASX:OLL) has lodged an Appendix 3B disclosing a proposed placement of 50,000,000 fully paid ordinary shares at AUD $0.01 per share, together with 50,000,000 free attaching options, with an issue date scheduled for 18 November 2026.

Key Points

  • 50,000,000 ordinary fully paid shares to be issued at AUD $0.01 each on 18 November 2026
  • 50,000,000 free attaching options with an exercise price of AUD $0.015 and an expiry date of 31 October 2027
  • 1,000,000 shares and 50,000,000 options to be issued under the entity's 15% placement capacity under Listing Rule 7.1
  • 49,000,000 shares to be issued under the entity's additional 10% placement capacity under Listing Rule 7.1A
  • The company stated the placement was driven by demand from a strategic investor, concurrent with a rights issue on the same terms

Placement Share and Option Terms

According to the filing dated 13 November 2026, OpenLearning proposed to issue 50,000,000 ordinary fully paid shares at an issue price of AUD $0.01 per share. The placement includes 50,000,000 free attaching options as a new class of securities not yet quoted or recorded by ASX. Each option carries an exercise price of AUD $0.015 and an expiry date of 31 October 2027. Upon exercise, each option converts to one ordinary fully paid share. The attaching options are described as being issued for nil cash consideration, with the filing noting they are free attaching options to placement shares. The proposed issue date for all securities is 18 November 2026.

Listing Rule Capacity Utilised for the Proposed Issue

The filing disclosed that OpenLearning will not be seeking security holder approval for the entire issue. Of the shares to be issued, 1,000,000 shares and all 50,000,000 options will be issued using the company's 15% placement capacity under ASX Listing Rule 7.1. A further 49,000,000 shares will be issued utilising the company's additional 10% placement capacity under Listing Rule 7.1A. The company stated in the filing that it chose a placement rather than a pro rata issue or security purchase plan due to demand from a strategic investor, and noted that a concurrent rights issue is being conducted on the same terms. No security holder approval is required for the issue.

Purpose of Issue and Compliance Arrangements

The filing states the purpose of the securities issue is a placement per the company's announcement dated 13 November 2026. OpenLearning confirmed that any on-sale of the securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions of the Corporations Act by virtue of the publication of a cleansing notice. The filing also confirmed the proposed issue will not be underwritten, there is no lead manager or broker to the issue, the company's dividend or distribution policy will not change as a result of the proposed issue, and none of the securities will be subject to voluntary escrow or restricted security provisions.