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The Calmer Co International Limited (CCO) has launched a renounceable pro-rata entitlement offer aiming to raise up to $3.5 million before expenses. Eligible shareholders can subscribe for new shares at $0.001 each on a one-for-one basis, accompanied by free options issued at a ratio of one option for every two shares. Mahe Capital Pty Ltd underwrites the offer up to $500,000, with the application deadline set for 17 August 2026.
Key Highlights
- The Calmer Co International Limited (CCO) is conducting a renounceable entitlement offer.
- Shareholders receive one new share for every share held on the record date at $0.001 per share, plus one free option for every two new shares issued.
- Up to 3,500,000,000 new shares may be issued to raise as much as $3.5 million before costs.
- The offer is underwritten to $500,000 by Mahe Capital Pty Ltd, with the closing date on 17 August 2026.
- Eligible shareholders can participate in a top-up offer for any unsubscribed shares.
- Any shortfall shares may be placed by the company within three months after the closing date.
Details of The Calmer Co International's Capital Raise and Shareholder Entitlements
The Calmer Co International Limited has structured its entitlement offer as a renounceable pro-rata opportunity, allowing eligible shareholders to subscribe for additional securities without obligation. The offer is on a one-for-one basis, enabling shareholders recorded on the entitlement date to purchase one new share per existing share at $0.001 each. This approach maintains existing shareholders' proportional ownership while providing a fixed-price investment opportunity.
Alongside the shares, the company is issuing free attaching options at a rate of one option for every two new shares subscribed. This bundled offer provides shareholders with equity participation and potential downside protection through the options.
Capital Raise Target of $3.5 Million and Underwriting Commitment
The entitlement offer aims to raise up to $3.5 million before costs, contingent on full subscription of all 3,500,000,000 new shares at the $0.001 issue price. The announcement does not specify how the proceeds will be allocated across business initiatives or operational priorities.
To secure funding certainty, Mahe Capital Pty Ltd has committed to underwriting the offer to a minimum of $500,000. This ensures a guaranteed capital raise floor even if shareholder subscriptions fall short. Any unsubscribed shares, or shortfall shares, may be placed by the company in consultation with the lead manager within three months following the closing date.
Top-Up Offer and Shortfall Placement Strategy
The prospectus includes a top-up offer allowing eligible shareholders to apply for additional shares beyond their entitlement, sourced from shares not taken up by others. This enables shareholders to increase their holdings without waiting for future capital raises or market purchases.
The company reserves the right to place any shortfall shares with third parties within three months after 17 August 2026. This flexibility helps the company meet its capital objectives while controlling timing and allocation of unsubscribed securities. The prospectus does not identify specific investor categories targeted for shortfall placements.
Application Deadline and Process for Entitlement Offer
Eligible shareholders must submit applications by 5:00 pm AEST on Monday, 17 August 2026, for both the entitlement and top-up offers. The company may adjust this deadline in compliance with the Corporations Act and ASX Listing Rules. Applications must be made using the original Entitlement and Acceptance Form provided, with no alternative methods disclosed.
The prospectus, dated 27 July 2026 and lodged with ASIC on the same day, initiates a 13-month statutory period during which securities cannot be issued based on this document. This timeline provides shareholders with approximately three weeks to consider the offer before the closing date.
Eligibility Criteria and Overseas Shareholder Exclusions
The entitlement offer is available only to eligible shareholders with registered addresses in specified jurisdictions at the record date. Shareholders outside these jurisdictions are excluded due to the complexity of complying with multiple international securities laws relative to the number and value of overseas shareholders.
The securities have not been registered under the US Securities Act of 1933 and cannot be offered or sold in the United States except under specific exemptions. This restriction aligns with standard practices for Australian-listed companies to ensure compliance with relevant securities regulations across shareholder locations.
Underwriter Details and Financial Exposure
Mahe Capital Pty Ltd (ACN 634 087 684), an Australian proprietary limited company, is underwriting the entitlement offer to a minimum of $500,000. The terms of the underwriting, including fees and conditions, were not disclosed. Mahe Capital also serves as lead manager, combining capital commitment with offer management.
The $500,000 underwriting represents roughly 14.3% of the maximum $3.5 million target, providing capital certainty for a defined portion of the raise. No other cornerstone or sophisticated investors have been identified, indicating the success of the capital raise largely depends on existing eligible shareholders.
Investment Risks and Forward-Looking Statements
The prospectus clearly states that the shares are speculative, indicating higher investment risk. The company, as a disclosing entity, complies with continuous reporting obligations under the Corporations Act, disclosing material information affecting securities value.
Forward-looking statements within the announcement include terms such as may, could, believes, estimates, targets, expects, and intends, and are subject to risks and uncertainties beyond management’s control. The company does not intend to update these statements unless legally required.
Target Market Determination and Distribution Compliance
In line with design and distribution obligations under the Corporations Act, the company has prepared a Target Market Determination (TMD) for the options issued. The TMD, available at www.thecalmerco.com, identifies the consumer class for whom the financial product is intended. Investors applying under the offers warrant they have read and understood the TMD and fall within the target market.
The company and lead manager/underwriter must distribute the prospectus only to investors fitting the TMD criteria, ensuring the offer reaches suitable recipients based on financial sophistication and risk profile. Prospective investors should review the TMD before applying.
Prospectus Information and Investor Guidance
The prospectus includes publicly available information previously disclosed to ASX and does not contain all details typical of an initial public offering prospectus. Investors should consider the company’s continuous disclosure record alongside this document when making investment decisions.
ASIC, ASX, and their officers do not endorse the prospectus content or investment merits. The information is not financial or investment advice and does not consider individual circumstances, including taxation. Potential investors are strongly advised to consult professional advisers before subscribing to ensure alignment with their financial goals and needs.
