Shareholder Approval Key as My Rewards Faces Dilution Risk in ASX Comeback
My Rewards International is seeking shareholder approval to convert $2.2 million of debt into equity and launch a $3.98 million entitlement offer, key steps toward regaining its ASX listing.
- Proposed conversion of $2.2 million debt into shares at $0.009 each
- Non-renounceable entitlement offer to raise up to $3.98 million
- Shareholder approval sought at 19 September 2025 AGM
- Partial underwriting discussions underway but not finalized
- Correction of prior administrative error on lapsed options
Context and Compliance Drive
My Rewards International Ltd (ASX – MRI), a player in loyalty and digital marketing services, is taking decisive steps to satisfy conditions set by the Australian Securities Exchange (ASX) for reinstatement to official quotation. Following a positive preliminary nod from ASX, the company is moving to convert a substantial portion of its liabilities into equity and raise fresh capital through a shareholder entitlement offer.
Debt Conversion Details
The company plans to convert up to $2.2 million of outstanding debts; including director fees, director loans, and third-party loans; into shares priced at $0.009 each. This conversion would issue approximately 243 million new shares, significantly expanding the share base. Key recipients include directors Alex Gold and David Vinson, as well as external creditors such as Still Capital Pty Ltd and Requim Holdings Pty Ltd.
Entitlement Offer and Fundraising
Alongside the debt conversion, MRI intends to raise up to $3.98 million through a partially underwritten non-renounceable entitlement offer, allowing existing shareholders to purchase one new share for every two held. While discussions with potential underwriters are ongoing, no binding agreements have yet been secured, introducing some uncertainty about the final capital raised.
Shareholder Approval and Governance
These capital restructuring measures hinge on shareholder approval at the upcoming Annual General Meeting scheduled for 19 September 2025. Approval is critical not only for the debt conversion but also for meeting ASX Listing Rules 12.1 and 12.2, which govern the company’s operational and financial viability for listing purposes.
Administrative Correction on Lapsed Options
In a related disclosure, MRI acknowledged an administrative oversight involving the inclusion of over 8.6 million lapsed options in previous capital disclosures. This error has been rectified with the release of an updated Appendix 3H, ensuring transparency and accuracy in the company’s issued capital reporting.
Looking Ahead
These moves represent a critical juncture for My Rewards International as it seeks to restore investor confidence and regain its ASX listing. The success of the debt conversion and entitlement offer will be closely watched by shareholders and market participants alike, with implications for share dilution, capital structure, and future growth prospects.
Bottom Line?
The upcoming AGM and underwriting outcomes will be pivotal in determining My Rewards’ path back to the ASX and its financial stability.
Questions in the middle?
- Will shareholders approve the debt conversion given the significant dilution involved?
- Can the company secure underwriting agreements to fully fund the entitlement offer?
- How will the expanded share base impact market perception and trading liquidity post-reinstatement?
