AI assistant
ASTRON LIMITED — Capital/Financing Update 2021
Sep 15, 2021
64449_rns_2021-09-15_ae753da5-7a77-4d4c-aef5-ce4d7cbb9209.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Astron Corporation Limited Company Number 1687414 ( Company )
Further Supplementary Prospectus
Supplementary Prospectus dated 15 September 2021
Important Information
This is a further supplementary prospectus dated 15 September 2021 and was lodged with the Australian Securities and Investments Commission ( ASIC ) pursuant to Section 719 of the Corporations Act 2001 (Cth) on 15 September 2021 ( Further Supplementary Prospectus ). This Further Supplementary Prospectus supplements the prospectus dated 2 July 2021 ( Prospectus ), the first supplementary prospectus dated 21 July 2021 ( First Supplementary Prospectus ) and the second supplementary prospectus dated 18 August 2021 ( Second Supplementary Prospectus ) which were issued by Astron Corporation Limited ( Company ).
The ASIC, ASX Limited ( ASX ), and their officers take no responsibility as to the contents of this Further Supplementary Prospectus. This Further Supplementary Prospectus shall be read in its entirety together with the contents of the Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus. If you are in any doubt as to the contents of this document, you should consult your professional advisers without delay.
Other than as set out below, all details in relation to the Prospectus remains unchanged. Terms used in this Further Supplementary Prospectus shall have the same meaning ascribed to them in the Prospectus.
1. Purpose of this Further Supplementary Prospectus
As announced on 8 September 2021, the Company has been served with an application for an interim injunction in the High Court of the Hong Kong Special Administrative Region.
The proceedings have been brought by a securityholder of the Company, who holds approximately 15,000 CDIs in Astron ( Plaintiff ). The Plaintiff is seeking:
-
(a) a permanent injunction to restrain the Defendant (Astron) from taking any steps, whether directly or indirectly, to carry out, proceed with, implement and/or perform any other acts in respect of Resolution 1 of the Company’s Notice of Meeting dated 2 July 2021, which was approved by the securityholders of Astron at the Meeting on 19 July 2021 (see ASX announcements 2 July 2021 (Notice of Meeting), 19 July 2021 (Results of Meeting), 21 July 2021 (First Supplementary Prospectus), 17 August 2021 (Appendix 3A.5) 18 August 2019 (Second Supplementary Prospectus)) ( Permanent Injunction ); and
-
(b) an interim injunction on the same terms pending the resolution of the Permanent Injunction ( Interim Injunction ).
The Plaintiff is also seeking a declaration that the proposed declaration of, and distribution in-specie of, a dividend under Resolution 1 of the Notice of Meeting is unlawful.
The Interim Injunction as scheduled was heard on Friday 10 September 2021 in Hong Kong. The Plaintiff was successful and the Interim Injunction was granted.
1
The hearing in respect of the Permanent Injunction has been set down to be heard in the High Court of the Hong Kong Special Administrative Region on 21 December 2021.
This Further Supplementary Prospectus has been prepared by the Company to update the market regarding the application. The Company has appointed legal advisers in Hong Kong to assist with opposing the Permanent Injunction.
The in-specie distribution was due to be carried out by no later than 13 September 2021. Astron has accordingly been required by the grant of the Interim Injunction to extend the timetable.
This Further Supplementary Prospectus also updates the Timetable of the Offer, so that the Distribution will complete no later than 5pm on 24 December 2021 (AEST), subject to any further extension as required by the Company or the ASX. The Company makes the amendments to the Prospectus Timetable as set out in section 2 below.
2. Changes to Closing Date
2.1 Date Changes
- (a) The Timetable on page 9 of the Prospectus (as incorporated by reference from section 4.3 of the Notice of Meeting and as amended by the First Supplementary Prospectus and Second Supplementary Prospectus) is replaced with the following table:
| Action | Date |
|---|---|
| Company announces proposed Dividend | 2 July 2021 |
| Extraordinary General Meeting to approve the Declaration of theDividend and In-specie Distribution | 19 July 2021 |
| ASX informed of Shareholder approval for the In-specieDistribution (if obtained) | 19 July 2021 |
| Effective Date of capital return | 31 August 2021 |
| Distribution Record Date | 3 September 2021 |
| Completion of Distribution | 24 December 2021 |
Note: The dates shown in the table above are indicative only and may be changed as directed by the ASX or at the discretion of the Directors, subject to the Listing Rules and other applicable laws.
3. Director Consent
Directors’ authorisation and consent
This Further Supplementary Prospectus has been signed by a Director of the Company with the authority of each of the Directors and is dated 15 September 2021. Each Director has consented to lodgement of this Further Supplementary Prospectus with ASIC.
==> picture [197 x 41] intentionally omitted <==
Gerard King, Director
2