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ADSLOT LTD. — Capital/Financing Update 2010
Sep 15, 2010
64306_rns_2010-09-15_7b5bd5e9-852d-4fce-905e-0e3469b4caef.pdf
Capital/Financing Update
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Webfirm Group Limited ABN: 70 001 287 510 ASX: WFM
23 Union St, South Melbourne Victoria 3250 Australia E: [email protected]
www.webfirm.com T: +61 (0) 3 8695 9199 F: +61 (0) 3 9696 0700
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Webfirm Group Limited Share Purchase Plan
16 September 2010
Webfirm Group Limited (ASX: WFM) wishes to advise that the following documents providing information about Webfirm’s Share Purchase Plan (SPP) and application forms will be mailed to all Eligible Shareholders today.
The directors wish to draw attention to the SPP timetable included in the mailed documentation, which has been amended slightly following the tentative timetable announced on 13 September 2010.
The revised timetable is as follows:
| Record Date Date for determination of Eligible Shareholders |
7.00pm (AEST), Friday 10 September 2010 |
| Opening Date Applications mailed and opening date for receipt ofacceptances |
Thursday, 16 September 2010 |
| Closing Date Closing date for acceptances to be received by Webfirm |
5.00pm (AEDT), Thursday 21 October 2010 |
| Allotment Date Date upon which Shares will be allotted |
Friday 29 October 2010 |
| Share Trading Date Date upon which Shares are expected to commence trading on ASX |
Monday 1 November 2010 |
| Dispatch Date Dispatch of holder statements |
Monday 1 November 2010 |
These key dates are subject to change by Webfirm and Eligible Shareholders should ensure they check the Webfirm website and the ASX Announcements Platform for any announcements concerning the SPP.
-ends-
Contacts: Media: Investor Relations: Margaret Fearn Damian Element Fearnace Media for Webfirm Group Company Secretary Phone: 0402 259 064 Phone: 0416 286 642 Email: [email protected]
About the Webfirm Group
Webfirm Group Limited (ASX: WFM) is an innovative Internet technology and marketing company that maximises online profitability for its customers. The company operates two main divisions. The Adslot division provides patented advertising sales automation services that reduce selling costs and increase premium advertising revenue for its publisher clients. The company’s Webfirm division offers the complete spectrum of online marketing services including web design and development, website optimisation, hosting, search and social marketing and e-commerce services; the division also delivers premium quality search monetisation solutions. With more than 60 staff across Melbourne, Sydney and Perth, the Webfirm Group continues to develop innovative products and services aimed at helping customers maximise their online investment. More information at www.webfirmgroup.com
M E L B O U R N E
S Y D N E Y
B R I S B A N E
P E R T H
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16 September 2010
Dear Shareholder,
INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN
Following the placement to raise $7.5 million announced on 13 September 2010, I am pleased to enclose details of a share purchase plan (“SPP”). Under the SPP, eligible shareholders may apply for up to $15,000 in new, fully paid ordinary shares (“Shares”) in Webfirm Group Limited (“Webfirm”) without incurring brokerage or other transaction costs.
The additional equity will be used to expand into international markets and provide general working capital.
Who is eligible
Participation in the SPP is optional and open to shareholders whose registered address recorded in WFM’s register of members is in Australia or New Zealand and who are registered as a holder of fully paid ordinary shares in WFM as at 7:00pm on 10 September 2010.
However, your entitlement to participate in the SPP is non-renounceable. This means that your right to participate in the SPP cannot be transferred to anyone else.
Price
The price at which new shares will be issued under the SPP is $0.13 which is the same price at which WFM shares were issued under the recent successful institutional placement (“placement”), which raised $7.5 million (before costs).
The issue price of $0.13 per share entitles you to apply for up to $15,000 worth of WFM shares at a price that is equal to an 18.75% discount to the market price of WFM’s last trading price prior to the announcement of the Placement and SPP on 13 September 2010.
WFM reserves the right to scale back applications under the SPP if total demand exceeds 30,769,230 shares. The SPP is underwritten to $4 million, subject to shareholder approval.
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Key dates of the SPP
The SPP will open at 9.00am (Sydney time) on 16 September 2010 and will remain open until 5.00pm (Sydney time) on 21 October 2010 . As soon as practicable after the close of the offer, WFM will make an ASX announcement as to the outcome of the SPP and the number of Shares to be issued, as well as information regarding any scaleback.
How to apply
To participate in the offer, you will need to return your Application Form, together with your cheque, bank draft or money order drawn on an Australian bank in Australian dollars by no later than 5.00pm (Sydney time) on 21 October 2010 .
Alternatively you can apply by paying through Bpay[®1] . Your Application Form includes details of the Biller Code and your Customer Reference Number unique to your holding and this SPP. Payment must be made through your bank or financial institution and received by no later than 5.00pm (Sydney time) on 21 October 2010 . If you use Bpay you are not required to return your Application Form, however, you will still be bound by the SPP Terms and Conditions.
The Company expects to allot shares issued under the SPP on 29 October 2010. Holding statements are expected to be despatched on 1 November 2010 and the new shares are expected to commence trading on this date.
The full Terms and Conditions of the SPP (“ SPP Terms ”) are enclosed. If you wish to participate, you should carefully read the SPP Terms, and follow the instructions on the Application Form.
If you have any questions in relation to the SPP or any of the enclosed documents, please contact Computershare Investor Services on 1300 157 984 (within Australia) or +61 3 9415 4048 (outside Australia).
If you are a ‘custodian’ you will also be required to submit a certificate to Webfirm in order to participate on behalf of any beneficiaries. Please see the attached SPP Terms and Conditions for further details.
The SPP offer does not take into account the individual investment objectives, financial situation or particular needs of each eligible shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer.
Yours sincerely
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Damian Element Company Secretary
1 ® Registered to Bpay Pty Ltd, ABN 69 079 137 518
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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WEBFIRM GROUP LIMITED
ABN 70 001 287 510
SHARE PURCHASE PLAN
This is an important document offering eligible shareholders the opportunity to apply to purchase ordinary shares in Webfirm Group Limited up to a value of $15,000 without brokerage or transaction costs. If you are unsure about what to do, please contact your professional adviser.
If you have any questions about the Webfirm Share Purchase Plan after reading this booklet, please call the Share Registry Information Line on 1300 157 984(within Australia), +61 3 9415 4048 (outside Australia) or E.L & C. Baillieu Stockbroking Ltd on 1800 339 521.
Broker to the Share Purchase Plan © E.L. & C. Baillieu Stockbroking Ltd
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Webfirm Group Limited 23 Union St, South Melbourne www.webfirmgroup.com ABN: 70 001 287 510 Victoria 3250 Australia T: +61 (0) 3 8695 9199 ASX: WFM E: [email protected] F: +61 (0) 3 9696 0700
CHAIRMAN’S LETTER
16 September 2010
Dear Shareholder
On behalf of the Directors of Webfirm Group Limited (“ Webfirm” ), I am pleased to offer you the opportunity to participate in the Share Purchase Plan (“ SPP” ), allowing you to apply to purchase ordinary shares (“ Shares” ) in Webfirm up to a value of A$15,000 without brokerage and transaction costs.
Webfirm recently conducted a placement of Shares to professional investors, raising A$7.5 million (“ Placement” ). The purpose of the placement was to fund expansion of Webfirm's business into international markets and to provide additional working capital. You can read more about Webfirm and its business by visiting our website www.webfirmgroup.com and from the announcements lodged with ASX Limited (“ ASX” ).
The SPP is designed to provide all Webfirm shareholders with the opportunity to further participate in the growth and development of Webfirm, and to increase their Webfirm shareholding, at the same price (A$0.13 per Share) as participants in the placement.
Participation in the SPP is entirely voluntary. If you are an Eligible Shareholder, you may apply to purchase up to a maximum of A$15,000 of Shares at an issue price per Share of A$0.13 (“ Issue Price” ). The minimum amount you can subscribe is A$5,000 and thereafter in A$1,000 increments.
On behalf of the Board, I invite you to consider this opportunity to increase your investment in Webfirm.
Yours sincerely
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Adrian Giles Chairman
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
KEY DATES
The key dates for the SPP are set out below. These dates are subject to change by Webfirm and Eligible Shareholders should ensure they check the Webfirm website and the ASX Announcements Platform for any announcements concerning the SPP.
| Record Date Date for determination of Eligible Shareholders |
7.00pm (AEST), Friday 10 September 2010 |
| Opening Date Applications mailed and opening date for receipt of acceptances |
Thursday, 16 September 2010 |
| Closing Date Closing date for acceptances to be received by Webfirm |
5.00pm (AEDT), Thursday 21 October 2010 |
| Allotment Date Date upon which Shares will be allotted |
Friday 29 October 2010 |
| Share Trading Date Date upon which Shares are expected to commence trading on ASX |
Monday 1 November 2010 |
| Dispatch Date Dispatch of holder statements |
Monday 1 November 2010 |
US SHAREHOLDERS
The SPP and this document does not constitute an offer of securities for sale in the United States or to "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) (“ U.S. Person” ) and may not be sent or disseminated in, directly or indirectly, the United States or to any U.S. Person in any place. Webfirm’s Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to, or for the account or benefit of, any U.S. Person except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
INSTRUCTIONS
If you would like to apply to participate in the SPP, please follow the instructions on the enclosed Application Form.
To participate, you can either:
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®
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(a) Apply Online : Apply online by making a payment by BPAY To do this, you must have an Australian bank account. Your personalised Application Form carries the Biller Code and your unique personalised Customer Reference Number which you must ®
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use to take up the offer. If you make your payment with BPAY you do not need to return your Application Form.
OR
- (b) Apply using the enclosed Application Form : Complete the enclosed Application Form and return it (using the enclosed reply paid envelope), together with your cheque, bank draft or money order (in Australian currency, drawn on an Australian bank and for the correct amount) made payable to ‘Webfirm Group Limited - SPP’.
® You will not be able to withdraw or revoke your application or BPAY payment once you have submitted it or made it.
All payments and applications must be received by no later than 5.00pm (AEDT) on 21 October 2010.
IMPORTANT NOTICES
If you apply to participate in the SPP by completing and returning the Application Form or ® making a BPAY payment, you are accepting the risk that the market price of Webfirm Shares may change between the date of this offer, the date on which you send in an Application Form ® or make a BPAY payment and the Allotment Date. This means that it is possible that, up to or after the Allotment Date, you may be able to buy Shares on market at a lower price than the Issue Price.
Webfirm encourages you to seek your own professional advice regarding your participation in
the SPP.
Investments in Webfirm are subject to investment risk. Webfirm does not guarantee that its Shares will trade on ASX at any particular price or that such Shares will trade at a price equal to, or in excess of, the Issue Price. Further, Webfirm does not guarantee any particular rate of return on an investment in its Shares, the performance of Webfirm generally or the repayment of capital from Webfirm.
If you do not have a financial adviser you can contact an E.L & C. Baillieu representative on 1800 339 521.
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
TERMS AND CONDITIONS
The following information sets out the terms and conditions of the SPP (“ Terms and Conditions” ).
1. Offer Timetable
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1.1 This offer is dated and opens on Thursday, 16 September 2010 (“ Opening Date” ).
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1.2 The offer closes at 5.00pm (AEDT), Thursday, 21 October 2010 (“ Closing Date” ). ®
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Applications by BPAY or by cheque, bank draft or money order accompanied by a hard copy Application Form may not be processed or may not be valid if they have not been received by this time.
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1.3 It is proposed to allot the Shares to be issued under the SPP on Friday, 29 October 2010 (“ Allotment Date” ).
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1.4 Webfirm expects the Shares issued under the SPP will commence trading on ASX on Monday, 1 November 2010 (“ Share Trading Date” ).
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1.5 Webfirm expects to despatch holding statements for the Shares issued under the SPP on or around Monday, 1 November 2010 (“ Despatch Date” ).
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1.6 Webfirm can change, at any time, the Closing Date, the Allotment Date, the Share ®
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Trading Date and the Dispatch Date (including after the Offer has opened, or BPAY payments or Application Forms have been received) by lodging a revised timetable with ASX.
2. Eligible Shareholders
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2.1 You are an Eligible Shareholder and may participate in the SPP if you were a registered holder of Shares with an address in Australia or New Zealand at 7.00pm (AEST) on Friday 10 September 2010 (“ Record Date” ) unless:
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(a) you hold Shares on behalf of another person who resides outside Australia or New Zealand, in which case you will not be eligible to participate in respect of the Shares of that person; or
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(b) you are a "U.S. person" as defined in Regulation S under the U.S. Securities Act; or
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(c) you are acting for the account or benefit of a U.S. Person, in which case you will not be eligible to participate in respect of the Shares of that person.
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2.2 The offer is being made to New Zealand shareholders in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002.
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2.3 If you are an Eligible Shareholder, your rights under this offer are personal to you and are non-renounceable, so you may not transfer them.
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
3. Joint holdings
If you are recorded with one or more other persons as the joint holder of Shares, that joint holding is considered to be a single registered holder for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that holding. If the same joint holders receive more than one offer under the SPP due to multiple holdings, the joint holders may only contribute up to a maximum of A$15,000 in applying for Shares across all your holdings.
4. Trustees and nominees
If you are expressly noted on Webfirm’s share register as a trustee or nominee for a named beneficiary, you may apply for up to the maximum value of Shares in respect of each such beneficiary. If the Webfirm share register does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.
5. Limitations on Applications
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5.1 If you are an Eligible Shareholder, the minimum amount you can subscribe is A$5,000. Thereafter, you may subscribe for Shares in A$1,000 increments up to the maximum subscription of A$15,000.
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5.2 Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity) may submit more than one Application (using multiple Application Forms or the Reference Number shown on the Application Forms) but may not apply for Shares with an aggregate cost of more than A$15,000.
6. Webfirm’s Discretion Regarding Applications
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6.1 Webfirm may accept or reject applications to acquire Shares under the SPP, including (but not limited to) cases where:
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(a) an Application Form is incomplete or is incorrectly completed (or otherwise determined by Webfirm to be invalid);
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(b) a cheque or payment is dishonoured or has not been completed correctly;
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(c) a cheque, bank draft or money order is not made out for the required amount (I.e. the number of Shares applied for multiplied by the Issue Price); ®
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(d) a BPAY payment is not received or is incomplete or invalid;
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(e) an applicant is applying (in aggregate) for Shares of a value in excess of A$15,000 (based on the Issue Price);
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(f) an Application Form is received after the Closing Date. While Webfirm has ®
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discretion to accept late BPAY payments, Application Forms and cheques, bank drafts or money orders, there is no assurance that it will do so. Late ®
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BPAY payments, Application Forms and cheques, bank drafts or money orders, if not processed, will be returned to you at your registered address or refunded; or
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(g) Webfirm believes an applicant is not an Eligible Shareholder (subject to compliance with any applicable Australian Securities & Investments Commission or ASX requirements).
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
7. Interest
No interest will be paid on any application monies, including any application monies returned to you.
® 8. Significance of Paying by BPAY or Sending in an Application Form
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®
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8.1 If you apply to participate in the SPP by submitting a BPAY payment or completing and returning the Application Form:
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(a) you confirm that you are an Eligible Shareholder and represent and warrant that you are not:
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(i) a "U.S. person" as defined in Regulation S under the US Securities Act and are not acting for the account or benefit of a U.S. Person, or
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(ii) a person to whom it would otherwise be illegal to make an offer or issue of Shares under the SPP;
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(b) you certify that you have not applied for Shares of a value of more than A$15,000 under the SPP and any similar arrangement in the 12 months prior to your application, even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP;
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(c) you agree to apply for Shares on the Terms and Conditions and, if allotted Shares, agree to be registered as the holder of those Shares in the register of members of Webfirm and subject to the constitution of Webfirm;
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(d) you accept that you will not be able to withdraw or revoke your Application or ®
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BPAY payment once you have sent it in;
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(e) you authorise Webfirm (and its officers or agents) to correct any error or omission in your Application Form and to complete the Application Form by the insertion of any missing details;
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(f) you acknowledge that Webfirm may at any time determine that your Application Form is valid, in accordance with these Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective;
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(g) you agree that, where you have previously provided Webfirm or its securities registry with bank account details for the purpose of direct credit of Webfirm dividends, any refund to be paid to you under these Terms and Conditions may be direct credited into that nominated account;
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(h) you accept the risk associated with any refund that may be sent to you by direct credit or cheque to your address shown on Webfirm’s register;
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(i) you are responsible for any dishonour fees or other costs Webfirm may incur in presenting a cheque for payment which is dishonoured;
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(j) you acknowledge that Webfirm has not provided you with investment advice or financial product advice or recommendation, and that it does not have any obligation to provide any such advice or recommendation to you concerning your decision to apply for Shares under the SPP;
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(k) you acknowledge that Webfirm is not liable for any exercise of its discretions
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
referred to in these Terms and Conditions;
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(l) you irrevocably and unconditionally agree to these Terms and Conditions and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the SPP;
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(m) you acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws; and
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(n) you agree not to send any materials relating to the SPP to any person in the United States or that is, or is acting for the account or benefit of, a U.S. Person.
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8.2 The postal acceptance rule does not apply to acceptances of this offer. If the full ®
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amount is not received via BPAY or tendered by cheque, bank draft or money order with a completed Application Form by the closing time for the offer, Webfirm reserves the right to refund the money received without interest or return the cheque and Application Form to you and not allot any Shares to you.
9. Issue Price
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9.1
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The Issue Price is A$0.13 per Share.
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9.2 You agree to pay the Issue Price per Share for the total number of Shares you have selected.
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9.3 The closing price of Webfirm Shares as quoted on the ASX on 8 September 2010 was A$0.16. The Issue Price is a fixed price (it will not vary over the SPP Offer Period) despite changes in the market price of Webfirm Shares. Further, the market price of Webfirm Shares may be higher or lower than the Issue Price at any particular time.
10.
Rounding of Shares
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10.1 If you apply for Shares under the SPP, you will apply for a certain value of Shares rather than a certain number of Shares. Subject to these Terms and Conditions, the number of Shares you are allocated will be determined by:
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(a) if there is no scale back applied to your allotment in accordance with paragraph 12 below, dividing the amount paid by you by the Issue Price; or
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(b) if there is a scale back applied to your allotment, the scaled back amount of divided by the Issue Price.
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10.2 If the calculation above produces a fractional number, the number of Shares you will be allotted will be rounded down to the nearest whole number and any residual amounts as the result of rounding will be retained by the Company.
11. Ranking of Shares
The Shares issued under the SPP will rank equally with all existing Shares quoted on ASX, with the same voting rights and other entitlements.
WEBFIRM GROUP LIMITED SHARE PURCHASE PLAN
12. Scale back
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12.1 Webfirm reserves the right, exercisable at its absolute discretion, to reduce the total amount raised under the SPP and/or to scale back individual applications.
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12.2 If there is a scale back, Webfirm intends, but is not obliged, to apply it on a pro-rata basis to all applicants. It is also Webfirm's intention that, if a scale back is required, each applicant will be scaled back based on the number of Shares applied for under the SPP and the size of their shareholding at Record Date, or a combination of both.
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12.3 If a scale back occurs and, when applied to the number of Shares you applied for, produces a fractional number, the number of Shares to be allotted to you will be rounded down to the nearest whole number of Shares. Further, if you do not receive the number of Shares you applied for under the SPP, the difference between the value of the Shares allotted (calculated at the Issue Price) and the application money received by Webfirm will be refunded to you, without interest, following allotment. Amounts will be refunded by direct credit to your nominated account for the payment of Webfirm's dividends or by cheque mailed to your address as shown on Webfirm's members register.
13. Administration of the SPP
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13.1 Webfirm has appointed E.L & C Baillieu Stockbroking Ltd as broker to the SPP. They will be paid a management fee of 1.5% of the funds raised for undertaking this role.
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13.2 Webfirm reserves the right to withdraw the offer or suspend or terminate the SPP at any time up to the Allotment Date.
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13.3 Webfirm reserves the right to waive compliance with any provision of these Terms and Conditions. Webfirm may amend these Terms and Conditions and, where there is any uncertainty as to the operation of the SPP, may make determinations about the operation, and may do so in each case generally or in relation to any participant or application. Any amendment or determination that is made by Webfirm will be conclusive and binding on all eligible Webfirm shareholders and other persons to whom the determination relates.
14. Governing Law
These Terms and Conditions are governed by the laws in force in Victoria, Australia and are to be interpreted in accordance with their spirit, intention and purpose.
15. Underwriting
Subject to shareholder approval, the raising of new capital under the SPP (up to an amount of $4.0 million) is underwritten by E.L & C. Baillieu Stockbroking Ltd. An underwriting fee of 2.0% of the underwritten amount will be paid to E.L & C. Baillieu Stockbroking Ltd for its role as underwriter of the SPP. This fee is in addition to the management fee referred to above.
QUESTIONS
If you have any questions about this SPP, please call:
Webfirm’s Share Registry Information Line on 1300 157 984(within Australia), +61 3 9415 4048(outside Australia) or E.L & C. Baillieu Stockbroking Ltd on 1800 339 521.
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Please return completed form to: Computershare Investor Services Pty Limited GPO Box 253 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1300 157 984 (outside Australia) 61 3 9415 4048 www.computershare.com
Securityholder Reference Number (SRN)
000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
I1234567890
i 1234567890 I N D
A For your security keep your SRN/HIN confidential.
Entitlement Number: Record Date: 10 September 2010 Offer Closes: 5:00pm (AEDT) 21 October 2010
SHARE PURCHASE PLAN APPLICATION FORM
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 Webfirm Group Limited Share Purchase Plan (SPP) contained in the letter to Webfirm Group Limited securityholders dated 16 September 2010, Webfirm Group Limited is offering eligible securityholders the opportunity to purchase Shares up to a maximum value of A$15,000.00 per eligible securityholder, subject to a minimum application of A$5,000.00.
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 Webfirm Group Limited and agree that the submission of this payment constitutes an irrevocable offer to you by Webfirm Group Limited to subscribe for Webfirm Group Limited Shares on the terms of the SPP. In addition, by submitting the slip below you certify that the aggregate of the application price paid by you for:
-
the Shares the subject of the slip below; and
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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 the slip below, does not exceed A$15,000.00.
METHOD OF ACCEPTANCE
You can apply for shares and make your payment utilising one of the payment options detailed overleaf.
Webfirm Group Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by Webfirm Group Limited will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. Webfirm Group Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where Webfirm Group Limited does not notify you of that event.
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PLEASE DETACH HERE
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Paperclip cheque(s) here. Do not staple.
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I/We wish to purchase:
A$
- These share amounts may be subject to scale-back in accordance with the terms of the SPP.
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Biller Code: 123456 Ref No: 1234 5678 9012 3456 78
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Applications being a minimum of A$5,000.00 and a maximum of A$15,000.00
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Application money must be in increments of A$1,000.00
Payment Details – Please note that funds are unable to be directly debited from your bank account Drawer Cheque Number BSB Number Account Number Cheque amount A$
Make your cheque or bank draft payable to “Webfirm Group Limited – SPP” 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
(
)
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 the slip below 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:
- agree to all of the terms and conditions of the Share Purchase Plan as enclosed with this Application Form;
Make your cheque, bank draft or money order payable to “ Webfirm Group Limited – SPP ” 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.
Please note that funds are unable to be directly debited from your bank account.
If paying by cheque, return the slip below 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 slip below 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 the slip below.
Lodgement of Application
If you are applying for shares and your payment is being made by Bpay[®] , you do not need to return the slip below. Your payment must be received by no later than 5:00pm (AEDT) on 21 October 2010. 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. Ensure you have read and accurately followed your banking institution’s Bpay FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. Neither CIS nor Webfirm Group Limited accepts any responsibility for loss incurred through incorrectly completed Bpay payments. 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, the slip below must be received by Computershare Investor Services Pty Limited (CIS) Sydney by no later than 5:00pm (AEDT) on 21 October 2010. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. Return the slip below with cheque, bank draft or money order attached.
Neither CIS nor the Company accepts any responsibility if you lodge the slip below 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 the Share Purchase Plan information line on 1300 157 984 (within Australia) or +61 3 9415 4048 (outside Australia).
This form may not be used to notify your change of address. For information, please contact CIS on 1300 850 050 or visit www.computershare.com (certificated/issuer sponsored holders only).
CHESS holders must contact their Controlling Participant to notify a change of address
121083 - V2
® Registered to BPAY Pty Ltd ABN 69 079 137 518
Payment Options:
Biller Code: 123456 Ref No: 1234 5678 9012 3456 78
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
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By Mail
Webfirm Group Limited Computershare Investor Services Pty Limited GPO Box 253 Sydney New South Wales 2001 AUSTRALIA
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Entitlement Number:
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