Key Highlights

  • Zoono Group issued 6,410,256 shares at A$0.039 to an existing shareholder, raising A$250,000.
  • The one-for-ten non-renounceable rights issue is for up to 41,262,202 shares at A$0.039, raising up to A$1,609,226 before costs, and is not underwritten.
  • The offer opens on 3 November 2026 and closes at 5:00pm AEDT on 17 November 2026 unless extended.

Zoono Group Limited (ASX:ZNO) has issued 6,410,256 fully paid ordinary shares at A$0.039 each to an existing shareholder, raising A$250,000, and announced a one-for-ten non-renounceable rights issue at the same price. The rights issue is for up to 41,262,202 new shares, which would raise up to A$1,609,226 before costs.

The Placement used the company's capacity under ASX Listing Rule 7.1. The investor is not named, but Zoono says it will take up its full entitlement in the rights issue. Shares on issue stand at 412,622,020 including the placement shares, and would reach about 453,884,222 if every entitlement were taken up. The offer document estimates that shareholders who do not participate could be diluted by about 9.1 per cent.

The offer is not underwritten, according to the documents, so the amount raised depends on Shareholder take-up and any shortfall placement. Rights cannot be sold or transferred, and unexercised entitlements lapse. Shareholders may apply for additional shares not taken up, but the company says there is no assurance of receiving any, and related parties cannot receive them. Only holders with registered addresses in Australia, New Zealand, Germany, Hong Kong, Singapore or the United Kingdom are eligible.

Use of funds

Zoono says the placement money will go towards accelerating its shelf-life extension technology for food producers, distributors and supermarket chains, and Marketing in China, India and Korea. The offer document allocates the full rights issue as follows: A$300,000 for packaging for shelf-life extension, A$50,000 for China and A$25,000 for India expansion, A$200,000 for patents and intellectual property, A$240,000 for directors' fees, A$120,000 for overheads, A$350,000 for company secretarial, registry, listing, audit and insurance costs, A$273,000 for Working Capital and A$51,226 for offer expenses. If the offer is undersubscribed, spending would be scaled back starting with packaging and ending with directors' fees.

Financial position and risks

The offer document discloses that Zoono Group (ASX:ZNO) had an operating cash outflow in FY26 of A$1,540,365 and cash at 30 June 2026 of A$268,120. The auditor's report includes a material uncertainty paragraph on going concern. The directors say they expect the company to meet its debts as they fall due and are confident of access to further funding if needed, but acknowledge that an incomplete raising could force it to seek more capital or reduce activities.

Other listed risks include reliance on an exclusive agency with OSY Group Limited for the shelf-life project, Supply chain and freight disruption, possible inventory impairment, intellectual property protection and share price volatility. The document also notes that the New Zealand Commerce Commission is pursuing proceedings under the Fair Trading Act 1986 over product claims, with a hearing set for 14 June 2027 and penalties possible.

Managing Director Paul Hyslop holds 28.99 per cent of the shares and intends to take up a substantial part, though not necessarily all, of his entitlement of about A$466,554. Directors Don Clarke and Elissa Hansen intend to take up their entitlements in full. The document says Mr Hyslop's voting power could rise to about 30.99 per cent if other shareholders took up nothing, which would let him block special resolutions.

Timetable

All dates are indicative and may change. The ex-date is 28 October 2026 and the Record Date is 29 October. The offer opens on 3 November and closes at 5:00pm AEDT on 17 November unless the directors extend it. New shares are expected to be quoted on a deferred settlement basis from 18 November, with results announced by 24 November and normal Quotation on 25 November.