Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ADSLOT LTD. Capital/Financing Update 2008

Sep 28, 2008

64306_rns_2008-09-28_581cbc45-14c6-4396-834f-aa4d10a6a4d8.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [204 x 32] intentionally omitted <==

Ansearch Limited ABN 70 001 287 510 Level 3, 95 Coventry Street South Melbourne Vic 3205 Australia Phone + 61 3 8695 9199 Fax + 61 3 9696 0700

29 September 2008

Manager of Company Announcements Australian Stock Exchange Limited Level 6, 20 Bridge Street, SYDNEY NSW 2000 By: eLodgement

Page 1 of 6

SHARE PURCHASE PLAN OFFER

On 17 September 2008 Ansearch Limited (ASX:ANH) announced details of a Share Purchase Plan for all Ansearch Limited shareholders.

Offers have been mailed to all eligible holders of shares in the Company at 7:00pm on Wednesday 24 September 2008 ( Record Date ).

The subscription price for shares is $0.012 (1.2 cents) per share.

The offer will remain open until 5:00pm on Friday 17 October 2008.

Individual and corporate shareholders are invited to consider the offer.

Nominee companies with beneficial holders who are interested in participating in the offer are requested to contact Ansearch’s registrar, Computershare Investor Services on 1800 850 505 or Damian Element, Company Secretary of Ansearch, on the contact details below.

A copy of the documents mailed to shareholders follows.

==> picture [105 x 56] intentionally omitted <==

Damian Element

Company Secretary

Contacts – Ansearch Limited: David Burden CEO Ph: + 61 3 8695 9164; 0407 44 33 44 Email: [email protected]

Damian Element CFO/Company Secretary Ph +61 3 8695 9104; 0416 286 642 Email: [email protected]

Ansearch Limited ABN 70 001 287 510 Level 3, 95 Coventry Street South Melbourne Vic 3205 Phone + 61 3 8695 9199 Fax + 61 3 9696 0700

==> picture [183 x 33] intentionally omitted <==

29 September 2008

SHARE PURCHASE PLAN

Dear Shareholder,

On behalf of the Board of Ansearch Limited (Company), I am pleased to advise you that the Company is making an offer to all eligible shareholders to subscribe for shares under the Company’s Share Purchase Plan (SPP). The terms and conditions of the offer are set out in this letter. Please read them carefully before making a decision on your participation in the SPP.

On 29 July 2008, the Company announced it was seeking to raise new capital through a series of capital raising ventures, including a SPP. The Company's Notice of EGM dated 15 August 2008 stated that, subject to shareholder approval, the Company seeks to raise up to $1.7 million through the issue of a maximum of 147,000,000 fully paid ordinary shares at $0.012 each under the SPP. The funds raised will be used by the Company across a range of growth initiatives including:

  • Expansion of the Webfirm retail outlets;

  • Establishment of an agency reseller network for Searchworld;

  • Marketing of new Search Engine Marketing products;

  • Marketing of a new search engine incorporating blinkx video search;

  • Development of a range of new mobile initiatives; and

  • Additional working capital.

All eligible shareholders will have the opportunity to increase their shareholding in the Company through participation in the SPP at a cost of $0.012 per share. This is the same price per Share as paid by sophisticated and professional investors and the Directors under the private placement announced by the Company on 29 July 2008.

The price of $0.012 per Share represented a discount of approximately 20% to the volume weighted average sale price of the Company's shares traded on ASX in the five trading days prior to the announcement on 29 July 2008.

The maximum amount to be raised by the Company under this SPP offer is $1,700,000.

Under the SPP terms, eligible shareholders are entitled to purchase up to a maximum of $5,000 worth of fully paid ordinary shares in the capital of the Company (Shares). Purchases can be made in lots of $1,000. Shares purchased under the SPP will not attract brokerage, stamp duty or any other transaction costs. Payment is to be made by cheque or BPAY®.

The SPP offer will be open for acceptance until 5.00pm on 17 October 2008.

It is expected that the Shares subscribed for under the Plan will be quoted on ASX on or about 24 October 2008. You should receive your holding statement shortly after that date.

I invite you to read the attached terms and conditions thoroughly. A copy of the SPP is available on request from Damian Element, Company Secretary on +613 8695 9199.

On behalf of the Board, I thank you for your continuing support of Ansearch Limited.

Yours sincerely,

==> picture [106 x 36] intentionally omitted <==

Andrew Barlow Chairman

Ansearch Limited Share Purchase Plan (SPP) – TERMS AND CONDITIONS

Subject to the Board's discretion to reject certain applications (as described below), the SPP is open to all shareholders with a registered address in Australia or New Zealand who are registered holders of Shares as at 7.00pm AEST on 24 September 2008 ( Eligible Shareholder ). The Record Date for the Offer of Shares under the SPP is 24 September 2008.

Participation in the SPP is entirely at your option. However, the Offer is non-renounceable, which means that you cannot transfer your right to apply for Shares under the Offer to anyone else. Details of how to apply for Shares under the SPP are set out in the attached Application Form.

The Shares to be issued under the SPP will be issued at a price of $0.012 per share. This represents a discount of approximately 20% to the volume weighted average sale price of Ansearch's shares traded on ASX in the five trading days prior to (but not including) the date of the announcement of the SPP (that being 29 July 2008).

The Offer to subscribe for shares under the SPP is open for acceptance until 5.00pm AEST on 17 October 2008.

You may apply for Shares under the SPP in lots of $1,000. Shares purchased under the SPP will not attract brokerage, stamp duty or any other transaction costs.

The table below provides a guide as to how many Shares you will receive if you purchase Shares under the SPP in lots of $1,000:

Total amount subscribed Number of shares issued
$5,000 416,666
$4,000 333,333
$3,000 250,000
$2,000 166,666
$1,000 83,333

The SPP Offer has been structured to comply with ASIC Class Order 02/831. As such, the maximum amount that may be subscribed at this time by an Eligible Shareholder for Shares under the SPP is $5,000. The maximum investment of $5,000 worth of Shares offered under the SPP applies to all Eligible Shareholders even if they receive more than one offer from Ansearch (for example, because they are a joint holder of Shares). Ansearch reserves the right to reject any application for Shares where it believes this requirement has not been complied with or the issue of Shares would contravene any applicable laws.

The maximum amount to be raised under the SPP is $1,700,000. If acceptances for an aggregate amount in excess of A$1.700,000 are received by the Company, all acceptances will be pro-rated down accordingly.

By completing the attached Application Form and making your payment for the full amount for which you have accepted the SPP offer, or making a payment for the Shares using BPAY®, you represent and warrant that you are not:

  • a) a US Person (as defined in the US Securities Act of 1933) or a person acting for the account or benefit of a US Person; or

  • b) a person within or acting for the account or benefit of any person located within the United States; or

  • c) a person within, or acting for the account or benefit of any person located within, another jurisdiction where, in the reasonable opinion of the directors of Ansearch, it would be unlawful or impractical for Ansearch to issue shares,

and Ansearch reserves the right to reject any application for Shares under the SPP from any such person.

What to Do?

The offer closes at 5.00pm (AEST) on 17 October 2008 ( Closing Date ). To apply for Shares under the SPP, you must either:

  • (a) return your completed Application Form (together with your payment by cheque in Australian dollars for the full amount for which you have accepted the offer) to Ansearch's Share Registry (as detailed in the Application Form); or

  • (b) make a payment using a BPAY® facility for the numbers of Shares you wish to subscribe for (the Application Form does not need to be completed or returned to Ansearch's Share Registry if you choose this option)

by no later than 5.00pm (Melbourne time) on the Closing Date.

Applications or BPAY® payments received after the Closing Date may not be accepted. It is expected that the Shares issued under the SPP will be quoted on ASX within seven days of the Closing Date and you should receive your holding statement shortly after this date.

Importantly, in deciding whether to take up the enclosed offer of Shares, you should:

  • a) seek your own independent financial, legal and taxation advice in respect of the offer and your participation in the SPP; and

  • b) be aware that the market price of shares on ASX may rise or fall, including between the date of the offer and the date that Ansearch issues Shares to you under the SPP. This means that the price you pay per Share under this offer may be more than the price of Shares at the time the Shares are issued to you under the SPP or subsequently.

If you have any questions in relation to the SPP or would like a complete copy of the SPP, please contact Damian Element, Company Secretary on +(61 3) 8695 9199.

==> picture [113 x 62] intentionally omitted <==

Damian Element Company Secretary Ansearch Limited

==> picture [182 x 34] intentionally omitted <==

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 8060 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 [email protected] www.computershare.com

Securityholder Reference Number (SRN)

000001000 1301011221012102012221332120133322113 SAM MR JOHN SAMPLE FLAT 123 SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN VIC 3030

I1234567890

i 1234567890 I N D

Entitlement Number: Record Date: 24 September 2008 Offer Closes: 5.00pm AEDT 17 October 2008 : A$0.012

Share PurchaSe Plan aPPlication Form

IMPORTANT:

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Pursuant to the terms and conditions of the Ansearch Limited Share Purchase Plan (SPP) contained in the letter to Ansearch Limited securityholders dated 29 September 2008, Ansearch Limited is offering eligible securityholders the opportunity to purchase 416,666 shares up to a maximum value of A$5,000.00 per eligible securityholder, subject to a minimum application of A$1,000.00.

If you do not wish to purchase additional shares under this offer there is no need to take action.

By making your payment, you agree to be bound by the Constitution of Ansearch Limited and agree that the submission of this payment constitutes an irrevocable offer to you by Ansearch Limited to subscribe for Ansearch Limited Shares on the terms of the SPP. In addition, by submitting this Application Slip you certify that the aggregate of the application price paid by you for:

  • l the Shares the subject of this Application Slip; and

  • l any other shares and interests in the class applied for by you under the Share Purchase Plan or any similar arrangement in the 12 months prior to the date of submission of this Application Slip, does not exceed $5,000.00.

METHOD OF ACCEPTANCE

You can apply for shares and make your payment utilising one of the payment options detailed overleaf.

Ansearch Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by Ansearch Limited will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. Ansearch Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where Ansearch Limited does not notify you of that event.

This offer is Non-Renounceable - no Signature is required

Applications can only be accepted in the name printed on this form

==> picture [596 x 238] intentionally omitted <==

----- Start of picture text -----

A S X A A A S X A A A S P R B 040078_ 00S52A
Please see overleaf for Payment Options Biller Code: 123456
Ref No: 123412341234123412
Paperclip
cheque(s)
Do not staple.here. I/We wish to purchase: 23,333 166,666 250,000 333,333 416,666
shares or or shares or or shares or or shares or or shares or
A$1000.00 A$2000.00 A$3,000.00 A$4,000.00 A$5,000.00
These share amounts may be subject to scale-back in accordance with the terms of the SPP.
Payment Details
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque or bank draft payable to Ansearch Share Purchase Plan Account
Contact Details
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
----- End of picture text -----*

1234567890123456+1234567890-1234+12

How to accept the Share Purchase Plan

Payment Details

You can apply for shares by utilising the payment options detailed below. There is no requirement to return this slip if you are paying by electronic means.

By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you:

l agree to all of the terms and conditions of the Share Purchase Plan as enclosed with this form;

Your cheque, bank draft or money order payable to Ansearch Share Plan Account in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected. Complete cheque details in the boxes provided.

If paying by cheque, return the Application Slip and Cheque, Bank Draft or money order in the envelope provided.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Share Purchase Plan Application Slip where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

Lodgement of Application

If you are applying for shares and your payment is being made by BPay, you do not need to return this form. Your payment must be received by no later than 5.00pm (AEDT) on 17 October 2008. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPay are received by this time.

If you are paying by cheque, bank draft or money order, your Application Slip must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEDT) on 17 October 2008. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Return your Application Slip with cheque, bank draft or money order attached.

Neither CIS nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 850 505

This form may not be used to notify your change of address. For information, please contact CIS on 1300 850 505 or visit www.computershare.com (certificated/issuer sponsored holders only).

CHESS holders must contact their Controlling Participant to notify a change of address

040078_ 00S52A

Payment Options:

Biller Code: 123456 Ref No: 123412341234123412

Telephone & Internet Banking – BPay

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

==> picture [22 x 17] intentionally omitted <==

By Mail Ansearch Limited Computershare Investor Services Pty Limited GPO Box 505 Melbourne, Victoria 8060 AUSTRALIA

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text -----

I1234567890
----- End of picture text -----

Entitlement Number:

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000