For personal use only

ASX Release

31 January 2022

DomaCom reduces 2022 capital requirements via extension of Secured

Convertible Notes

Highlights

  • DomaCom has negotiated an extension to the $2.95 million Thundering Herd Convertible Notes

Fractional investment platform provider DomaCom Limited (ASX:DCL) ('DomaCom' or 'the Company') is pleased to announce that it has extended the term of the outstanding convertible notes to 1 February 2023.

Extension terms

DomaCom has secured the extension of the Maturity date to 1 February 2023. The conversion price remains unchanged at $0.06551.

This agreement reduces the need for additional capital by $2.95 million and positions the Company on a more secure footing.

The notes were originally issued on 7 December 2018 as set out in the ASX announcement on 10 December 2018. The Convertible Notes were subsequently amended to include revised maturity dates and conversion prices as set out in the ASX announcements on 18 May 2020 and 23 July 2021.

DomaCom has paid fees of $330k (inclusive of GST) to secure the revised terms.

The Variation Deed includes a clause such that the Event of Default arising as a result of the Company's Ordinary Shares being suspended from trading prior to the date of the Variation Deed is waived. In addition Thundering Herd has agreed to waive the condition precent of being re-listed until 1 April 2022.

A summary of the revised Terms of Issue has been attached to this announcement as an Appendix.

Impact on Unsecured Convertible Notes

DomaCom currently separately holds 650,000 Unsecured Convertible Notes with a Maturity Date of 25 January 2022 (ASX Announcement Appendix 3B 20 May 2020). The Unsecured Noteholders entered into a subordination agreement with DomaCom and Thundering Herd in December 2018 such that the 650,000 Unsecured Convertible Notes will not be repaid prior to the 2,950,000 Secured Convertible Notes. As a result of the extension of the Maturity Date of the 2,950,000 Secured Convertible Notes, the effective Maturity Date of the 650,000 Unsecured Convertible Notes has also been extended to 1 February 2023. The terms of the Unsecured Convertible Notes remain otherwise unchanged.

DomaCom CEO, Arthur Naoumidis, said: "It is pleasing that we have been able to secure an extension to our convertible notes. This is a significant outcome for us as it reduces our capital requirements by $3,600,000 less the extension fee payable of $330,000 (inclusive of GST), additional waiver fees of $176,000 (inclusive of GST) and additional interest for a period of 7 months of approximately $323,000. We continue to value the

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support of all of our noteholders and will work together closely towards the ongoing success of the Company." Ends

This announcement has been authorised for release to the market by Company Secretary Philip Chard.

About DomaCom

DomaCom Limited (ASX:DCL) owns and operates a fractional investment platform that provides real solutions for SMSF's, retirees and new home buyers. Using the DomaCom platform, investors can make fractional investments in a range of asset classes including property-related investments, mortgage-backed securities, renewables, affordable housing, disability accommodation and debt securities via a unique trust structure tailored to them.

Retirees can sell a fraction of their house to investors, possible family members, to help them improve their retirement income.

DomaCom runs a crowdfunding campaign process in which investors can commit as much as they want towards the purchase of assets together with other like-minded investors. When a campaign is complete, DomaCom purchases the asset, places it in a sub-fund, and issues the investors with units in proportion to the amount they invested.

DomaCom's proprietary platform allows Australians to invest in almost any asset class, empowering them to create diversified portfolios with comparatively lower minimum investments and competitive cost structures.

To learn more, please visit: www.domacom.com.au

For further information please contact:

Arthur Naoumidis | CEO | DomaCom

Level 6, 99 Queen Street, Melbourne Vic 3000

m +(61) 411 958 084 | t +(613) 9452 0234 | f +(613) 8669 1780

  1. arthur.naoumidis@domacom.com.au|wwww.domacom.com.au

Media Relations Enquiries:

Warren S Gibson | Head of Marketing | DomaCom

Level 6, 99 Queen Street, Melbourne Vic 3000

m +(61) 412 171 606 | t +(613) 9452 0236 | f +(613) 8669 1780

ewarren.gibson@domacom.com.au|wwww.domacom.com.au

Investor Relations Enquiries:

Julia Maguire | The Capital Network

t +(61) 02 8999 3699

  1. julia@thecapitalnetwork.com.au

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Appendix: Revised Terms of Issue for Secured Convertible Notes

Issuer

DomaCom Limited ACN 604 384 885

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Nature of Interest Issued

Convertible Secured Redeemable Notes (Note)

Note Amount

$2,950,000

Use of Funds

The funds raised used for the working capital purposes of

the Issuer.

Original Issue Date

7 December 2018

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Revised Maturity Date

1 February 2023.

Interest Rate

an interest rate of 15%pa

Default Interest Rate

an interest rate of 20%pa

Interest Calculations

Interest on the Note will accrue from day to day from the

Issue Date on the basis of a 365-day year. If Issuer fails to

personal

make a redemption or interest payment when due and

payable, the Default Interest Rate will apply.

Interest Payment Dates

Interest will be due and payable quarterly in arrears on the

relevant Interest Payment Date. The Interest Payment Dates

will be the last business day of each quarter, with an initial

payment date of 31 March 2019. Where the Notes are

converted or redeemed the final Interest Payment Date is

the relevant Conversion Date or Redemption Date.

In the alternative, the Noteholder may waive its right to the

payment of interest in which case the interest due is

capitalised at the relevant Interest Payment Date.

Election Date

Unless the Note has been previously redeemed or

converted, the Noteholder may elect to convert the Note at

any time prior to Maturity. The election must be in writing

and delivered to the Issuer. If the Noteholder does not elect

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to convert the Note prior to Maturity, the election will be

taken to be a redemption.

Redemption Date

Upon Maturity (unless the Notes have been converted) or 10

days after the Noteholder issues a Redemption Notice,

whichever is the earlier.

Redemption Notice

A notice issued by the Noteholder exercising its right of early

Redemption. The Noteholder may exercise such right upon

the occurrence of any of the following events which are

deemed to be an Event of Default.

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Event of Default

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Each of the following events constitutes an Event of Default:

  1. (Failure to pay): any failure by the Company to pay or
    satisfy any amount due under any Finance Document within 2 Business Days of the date when due;
  2. (Material breach): the Company breaches or fails to comply with:
  1. any obligation owed by the Company to a Noteholder; or
  2. any other provision,

under the Convertible Note Deed, including these Convertible Note Conditions (other than a provision requiring the payment of money as contemplated by Convertible Note Condition 10.1 (a)), or any other Finance Document, and it continues unremedied for 10 Business Days after the earlier of:

  1. the Company becoming aware of the breach or failure to comply; and
  2. the Noteholder giving notice to the Company of the breach or failure to comply;
  1. (Insolvency Event): an Insolvency Event occurs In respect of the Company or any of its Subsidiaries, or if a course of action is being developed or implemented by the Company or any of its Subsidiaries for the purposes of section 588GA of the Corporations Ac;;
  2. (Finance Document unenforceable): if any material provision of these Convertible Note Conditions or a Finance Document is or becomes void, voidable, illegal, unenforceable or of limited force (other than because of equitable principles or laws affecting creditors' rights generally), or it becomes impossible or unlawful for the Company or any Subsidiary of the Company to perform a material obligation under a Finance Document to which it is party to, or the Company or any Subsidiary of the Company claims any of these things to be the case;
  3. (Failure to convert): the Company fails to convert or effect the conversion of any Convertible Note in accordance with these Convertible Note Conditions;
  4. (Material misrepresentation): any representation, warranty or statement made by the Company in any Finance Document is false or misleading or untrue in any material respect;

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Redemption

Conversion Date

  1. (Company Change in Control Event): a Company Change in Control Event occurs;
  2. (Security Interest) the Security Interest, or any part of it, ceases for any reason to have the priority ranking contemplated in it, or any security interest over an asset of any Secured Property is enforced or becomes enforceable;
  3. (Non compliance with laws) the Company or a Subsidiary of the Company fails to comply with all applicable laws, Authorisations and mandatory requirements of any Government Authority where failure to do so would have or be likely to have a Material Adverse Effect;
  4. (Delisting or trading suspension):
  1. the Company's Ordinary Shares are removed from the official list of the ASX or any other securities exchange on which they are listed; or
  2. the suspension of trading of the Company's Ordinary Shares on the ASX is not lifted, and its trading does not resume, on or before 1 February 2022 to the satisfaction of the Noteholders (acting reasonably); or
  3. the Company's Ordinary Shares resume trading on the ASX on terms and subject to conditions not acceptable to the Noteholders (acting reasonably); or
  4. if the Company's Ordinary Shares are trading on the ASX, the Company's Ordinary Shares are suspended from trading for more than 5 consecutive trading days; or;
  1. (cross default - indebtedness) any indebtedness of the Company:
  1. becomes due and payable, or capable of being declared due and payable, before its stated maturity, expiry or repayment date (other than at the option of the Company); or
  1. is not paid when due or within any applicable grace period.

The Note will be redeemed on the Redemption Date for cash at 100% of the Issue Price and any accrued interest up to the Redemption Date.

Maturity (at the election of the Noteholder) or 10 days after the Noteholder issues a Conversion Notice, whichever is the earlier.

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Disclaimer

DomaCom Australia Ltd. published this content on 31 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2022 04:30:02 UTC.