Highlights

  • 1-for-10 non-renounceable rights issue at $0.039 per share.
  • Offer aims to raise up to about $1.61 million before costs.
  • Offer opens 3 November and closes 17 November 2026.
  • Funds earmarked for shelf-life extension packaging, patents and working capital.

Zoono Group Limited (ASX:ZNO) has released an Offer Document for a pro rata non-renounceable rights issue to eligible shareholders. Under the offer, shareholders can subscribe for one new share for every ten shares held at an issue price of $0.039, to raise up to about $1,609,226 before costs. The offer opens on 3 November 2026 and closes at 5:00pm (AEDT) on 17 November 2026.

Offer Structure and Timetable

Up to about 41.26 million new shares will be issued, increasing the total shares on issue to about 453.9 million if all entitlements are taken up. The share count before the offer includes 6,410,256 shares issued on 23 October 2026 at $0.039 under the company’s placement capacity. Eligible shareholders can also apply for additional shares under a shortfall offer, which will remain open for up to two months after the opening date.

The record date is 29 October 2026, and new shares are expected to be issued and quoted in late November. The offer is available to shareholders with registered addresses in Australia, New Zealand, Germany, Hong Kong, Singapore and the United Kingdom. Shareholders who do not participate are likely to see their holdings diluted by about 9.1%.

Use of Funds and Director Participation

Zoono plans to apply the funds towards packaging for shelf-life extension ($300,000), China and India shelf-life expansion ($75,000 combined), patents and intellectual property ($200,000), directors’ fees ($240,000), overheads ($120,000), corporate costs such as secretarial, registry, audit and insurance ($350,000), working capital ($273,000) and offer expenses. If the offer is not fully subscribed, spending on the shelf-life items would be scaled back first.

The Board recommends that all shareholders take up their entitlements. Directors Don Clarke and Elissa Hansen have agreed to take up their full entitlements, while Group Managing Director Paul Hyslop, who holds about 28.99% of the company, intends to take up a substantial proportion but not necessarily all of his entitlement. If Mr Hyslop takes up his full entitlement and no other shareholders participate, his voting power could rise to about 30.99%.

Key Risks Highlighted

The Offer Document notes that Zoono’s FY26 financial report included a material uncertainty related to going concern, with the auditor drawing attention to this matter. The company reported an operating cash outflow of about $1.54 million for FY26 and cash of $268,120 at 30 June 2026. If the offer is not fully subscribed, the company may need to raise further funds or reduce activities.

Zoono is also defending proceedings brought by the New Zealand Commerce Commission regarding representations about its hand sanitiser and surface spray products, with a hearing set for 14 June 2027. The company believes it has complied with its legal obligations and intends to defend the action. Other risks noted include its reliance on an exclusive agency agreement for the shelf-life extension project and surplus inventory levels.

Key Takeaways

Zoono’s rights issue seeks a modest capital injection to support its shelf-life extension initiatives and ongoing operations, against a backdrop of a going concern uncertainty in its latest accounts. Director commitments provide some support for the offer, but the final take-up remains uncertain. The level of shareholder participation and the outcome of the shortfall offer will be key to watch.