Ovanti to Issue 31.8 Million Loyalty Options with Four-Year Expiry and ASX Listing Plans

Bonus Loyalty Options Offer Targets Existing Shareholders

Ovanti Limited (ASX:OVT) is rewarding its loyal shareholders with a bonus issue of Loyalty Options, granting one option for every fifteen shares held as of 7:00pm AEST on 30 April 2026. The options come at no cost but carry an exercise price of $0.025 each, with a four-year lifespan expiring on 7 May 2030. This move is designed to acknowledge shareholder support while providing a potential capital injection if options are exercised.

Approximately 31.8 million Loyalty Options are expected to be issued, which, if fully exercised, could inject just under $1 million into Ovanti’s coffers. However, the company cautions that exercise is not guaranteed, and the actual capital raised will depend on market conditions and shareholder decisions.

Capital Structure Impact and Market Listing

The issuance of these Loyalty Options will increase the total options on issue from 27 million to nearly 59 million, while the number of shares on issue remains unchanged at 477 million until options are exercised. The potential dilution to existing shareholders is capped, with no single investor expected to exceed a 4.77% voting power post-exercise.

Ovanti intends to list the Loyalty Options on the ASX, subject to meeting the exchange’s eligibility criteria. Until then, the options will be unquoted and non-transferable. The company notes that if ASX approval is not granted within three months, the issue will be voided unless an exemption is granted by ASIC.

Offer Eligibility and Geographic Restrictions

The offer is limited to shareholders with registered addresses in Australia, New Zealand, and Malaysia, excluding others due to regulatory and cost considerations. Shareholders outside these jurisdictions will not receive Loyalty Options, and the offer is non-renounceable, meaning entitlements cannot be traded or transferred prior to listing.

This geographic limitation aligns with Ovanti’s current operational focus in Southeast Asia and Australia, while its expansion efforts, including the US Buy Now, Pay Later (BNPL) business, remain capital intensive and subject to execution risks.

Risks and Strategic Context

Ovanti’s detailed prospectus outlines a spectrum of risks, including regulatory scrutiny in fintech and BNPL sectors, technology platform vulnerabilities, customer concentration in Malaysia, foreign exchange exposure, and competitive pressures. The company also highlights the speculative nature of the Loyalty Options, cautioning that if the market price of shares remains below the exercise price, the options may lapse worthless.

This announcement follows Ovanti’s recent $5.27 million placement to fuel AI-enhanced BNPL and Super App growth, underscoring its ongoing efforts to expand its fintech footprint globally while managing capital needs prudently.

Directors’ Participation and Governance

Directors will participate fully in the offer where eligible, with Executive Chair Daler Fayziev holding 11.79 million shares prior to the issue. The company’s governance framework and risk disclosures are comprehensive, reflecting the complex regulatory environment Ovanti navigates across multiple jurisdictions.

Investors should note that while the Loyalty Options offer a low-cost way to increase exposure to Ovanti, exercising them requires additional capital outlay, and the options carry no guaranteed value or dividends.