AI assistant
ASF GROUP LIMITED — Capital/Financing Update 2013
May 13, 2013
64323_rns_2013-05-13_c2739fbc-e03c-4e3f-9c9e-918818aae9f7.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [213 x 84] intentionally omitted <==
ActivEX Limited. A.C.N. 113 452 896 117 Quay Street BRISBANE QLD 4000 P.O. Box 1533 MILTON QLD 4064 P: (07) 3236 4188 F: (07) 3236 4288 E: [email protected]
14 May 2013
Dear Fellow Shareholder
On behalf of ActivEX Limited, I am pleased to invite you to participate in a 3 for 5 nonrenounceable entitlement offer of New Shares in ActivEX, on the basis of 3 New Shares for every 5 Shares held on the Record Date, at an offer price of $0.012 per New Share to raise up to approximately $1.76 million before costs (Entitlement Offer).
Offer documents and a personalised Entitlement and Application Form detailing your entitlements, are included in this mail out. The Entitlement Offer is to close at 5.00pm Brisbane time on Tuesday 28 May 2013.
ActivEX intends to use the proceeds of the Entitlement Offer to fund further drilling of the Barambah high grade epithermal gold-silver project in South-East Queensland, carry out initial drilling at the Siviour Graphite prospect in South Australia and also at the Heathrow coppergold-molybdenum prospect at Selwyn East near Cloncurry in North-West Queensland, as well as for working capital. Further details of the use of funds are disclosed in Section 4 of the enclosed Offer Document.
Takeover Offer
ActivEX announced on 16 April 2013 that it had received a conditional Expression of Interest from a subsidiary of its largest shareholder ASF Group Limited, in making an off-market takeover offer for all of the Shares in ActivEX that it doesn’t currently own at $0.02 per share.
On 30 April 2012, ActivEX received the bidder’s statement issued by an ASF Group Limited subsidiary which contains conditions envisaged by the Expression of Interest. The announced bid price per share remains the same at $0.02 per share. ActivEX Directors have not yet determined their response to the bidder’s statement. However, because the bidder (as an ASF Group Limited subsidiary) has representatives on the Board of ActivEX, ActivEX is required, by the takeover provisions in the Corporations Act, to engage an independent expert to report on the bid. This report is required to state whether or not in the expert’s opinion the takeover offer for ActivEX shares is fair and reasonable, giving reasons.
The ActivEX Directors have needed to take into account the costs in dealing with the takeover in this fundraising, as well as to ensure that the Company’s exploration plans should be funded to the greatest practicable extent now, having regard to a scenario whereby the takeover may not proceed and the possibility of the ASF Group not achieving control of ActivEX. In the interim, the Entitlement Offer will give shareholders the opportunity to ensure that ActivEX is appropriately funded by subscribing fresh capital.
A copy of the bidder’s statement referred to is enclosed with the Entitlement Offer document as a source of information. In terms of clause 11.2 of the ASF Group offer to be made under the bidder’s statement, Entitlement Shares may not be covered by the bidder’s offer. Additionally, the issue by ActivEX of Entitlement Shares would seem to conflict with one of the
~~1984243v1~~
==> picture [87 x 35] intentionally omitted <==
preconditions of the bid (see clause 11.23.4 of the bidder’s statement) and may allow the bidder not to proceed with the bid.
There have been a number of other developments since the bidder’s statement was issued. Following the issue of an ASF Group notice requesting ActivEX to convene an ActivEX shareholders meeting to remove three independent directors, ActivEX has negotiated an outcome with the ASF Group so that ActivEX is not starved of essential funds because of the aggressive position taken by ASF Group. On 7 May 2013, ActivEX and ASF Group came to an agreement based on an exchange of letters which will:
-
allow ActivEX to continue with its Entitlement Offer, but without allowing ActivEX shareholders or any third party to subscribe for shortfall shares; and
-
result in ASF taking up its full 19.9% entitlement under the Entitlement Offer. ASF also agreed not to interfere with the Entitlement Offer and has agreed not to requisition a general meeting of ActivEX Shareholders during its takeover bid and withdrew the existing meeting requisition.
The ActivEX Directors not associated with ASF Group view this development positively as it demonstrates substantial financial support for ActivEX by ASF and should allow the nonassociated ActivEX Directors to give objective advice to ActivEX Shareholders on the takeover bid without being under direct threat of removal by a vote of shareholders.
With regard to the takeover, the directors of ActivEX not associated with ASF Group have recommended that until the independent expert’s report is received, shareholders should TAKE NO ACTION in relation to their shares.
Entitlement Offer
This Entitlement Offer is being made to all ActivEX shareholders who were registered holders of ActivEX Shares and who had a registered address in Australia or New Zealand as at 7.00pm AEST, on Friday, 10 May 2013 (Eligible Shareholders). Shareholders not satisfying these criteria are not eligible to participate in the Entitlement Offer.
Entitlements are non-renounceable and will not be traded on ASX or otherwise transferable.
Eligible Shareholders who do not take up their Entitlements in full will be diluted and will not receive any value in respect of those Entitlements they do not take up.
Patersons Securities Limited (Patersons) has been appointed Lead Manager to the issue. Although the offer is not underwritten, Patersons will be assisting with managing and marketing the Entitlement Offer and will earn a 2% fee on all funds raised. A handling fee of 2% will be paid to brokers lodging entitlement applications on behalf of their clients.
Investment Opportunity
This Entitlement Offer provides Eligible Shareholders with an opportunity to participate in ActivEX’s continued investment in exploration on its key projects. These include:
-
the Barambah high grade epithermal gold-silver project in South-East Queensland, where drilling to date has encountered Bonanza Grades at shallow depths, including:
o2 m @ 15.9g/t Au and 1,556g/t Ag -
17.2m @ 5.0g/t Au and 118g/t Ag; and
-
5.4m @ 2.6g/t Au and 247g/t Ag
1984243v1
2
==> picture [87 x 35] intentionally omitted <==
-
the Selwyn-East Prospect near Cloncurry in North-West Queensland, prospective for copper-gold-molybdenum deposits (drilling of coincident geochemical and geophysical anomalies is planned in the coming months); and
-
the recently acquired Siviour Graphite prospect on the Eyre Peninsula in South Australia, targeting a high grade open pittable graphite ore body containing coarse flake graphite (previous drilling intersected 12.4 metres @ 8.1% Total Graphite Carbon from 68 metres depth on the edge of a well-defined electromagnetic anomaly that will also be drilled by ActivEX in the coming months).
The offer price for the Entitlement Offer represents a 20% discount to the closing market price of $0.015 per Share on 15 April 2013 (being the last trading day prior to the announcement of the takeover expression of interest from ASF Group).
You are encouraged to read the Offer documents and the accompanying personalised Entitlement and Application Form in full. If you have any queries about the Offer you should consult your stockbroker, accountant or other independent professional advisor to evaluate whether or not to participate in the Entitlement Offer.
On behalf of the Board, I would like to encourage you to take up your entitlement in full and thank you for your support of the Company.
Yours sincerely
==> picture [193 x 83] intentionally omitted <==
R.E. (Dick) Keevers Chairman
1984243v1
3