ActivePort Rewards Shareholders with Bonus Options Offering $9.1M Capital Upside

Overview of the Offer

ActivePort Group Ltd (ASX – ATV) has announced a pro-rata non-renounceable bonus issue of Bonus Options to its shareholders. Eligible shareholders registered as of 11 December 2025 will receive one Bonus Option for every five shares held. These options come with an exercise price of $0.04 each and will expire on 31 January 2028.

The offer is designed to reward existing shareholders and provide a potential source of incremental capital if the options are exercised. While the issue itself will not raise funds immediately, full exercise of the options could inject approximately $9.1 million into ActivePort, bolstering its financial position.

Capital Structure and Shareholder Impact

Currently, ActivePort has over 1.13 billion shares on issue. The bonus issue will add approximately 227 million options to the capital structure, increasing total options outstanding to nearly 585 million. Importantly, the offer will not dilute existing shareholders’ voting power immediately, as no shares are issued until options are exercised.

Directors hold significant stakes in the company, with Executive Chairman Peter Christie alone holding over 86 million shares and nearly 30 million options. The offer will not alter control dynamics but could increase share count substantially if options are exercised.

Strategic Rationale and Use of Funds

The company states the primary purposes of the offer are to reward loyal shareholders, provide potential upside exposure to future company success, and create a mechanism for incremental capital raising. Funds raised from option exercises will be used to support ongoing business operations and strategic initiatives, though the exact allocation will be determined at the time of receipt.

Notably, the bonus options are issued for nil consideration, and shareholders are not required to apply or pay upfront. The offer is non-renounceable, meaning shareholders cannot trade or transfer their entitlement.

Risks and Market Considerations

ActivePort’s prospectus highlights a range of risks, underscoring the speculative nature of the investment. These include the company’s going concern status flagged by auditors, reliance on long-term contracts with customers, technological competition, and global economic uncertainties. The company is also exposed to operational risks such as cyber threats, customer retention challenges, and foreign exchange fluctuations.

The offer excludes shareholders outside Australia, New Zealand, Germany, the United Kingdom, and Singapore due to regulatory and practical considerations, limiting the geographic scope of participation.

Governance and Disclosure

ActivePort is a disclosing entity under the Corporations Act and maintains continuous disclosure obligations to the ASX. The company has recently strengthened its cash position through a $6.68 million placement and continues to monitor its funding needs closely. Directors have authorized the prospectus, and legal advisers Steinepreis Paganin have provided consent for their involvement.

Shareholders should carefully consider the detailed risk factors and consult professional advisers before participating in the offer.