BABYLON PUMP & POWER LIMITED — Capital/Financing Update 2014

Aug 28, 2014

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ASX
Release

29
August
2014

IMI Underwritten Capital Raising

IMI On
26
August
2014,
IM
Medical
Limited
(ASX:
IMI,
IMIO)
( or the
Company )
announced
the proposed
acquisition
of
ADX
Management
Limited
and
its
intention
to
become
manager
of
a major
data
centre
trust
(the Acquisition ).
In
conjunction
with
the
Acquisition,
IMI
intends
to seek
shareholder
approval
to
consolidate
its
shares
and
to
raise
a
minimum
of
$6.0
million
and up
to
$8.0
million
via
a
prospectus
offering
( Capital
Raising ).
The
Capital
Raising
is
expected
to include
a
priority
offer
to
IMI
shareholders
of
not
less
than
$2
million.
Investors
will
receive
1 free
listed
option
for
every
3
shares
subscribed
under
the
Capital
Raising
(exercisable
at
25¢
on or
before
30
September
2017)
( Option ).

The
proceeds
of
the
Capital
Raising
will
be
used
to
complete
the
Acquisition,
to
invest approximately
$3
million
in
convertible
notes
in
the
trust,
to
pay
the
costs
of
the
Acquisition and
the
Capital
Raising
and
for
general
working
capital
purposes.

**Summary

of
Underwriting
Arrangements**

The
Company
has
entered
into
an
agreement
( Underwriting
Agreement )
with
Patersons Underwriter Securities
Limited
( ),
pursuant
to
which
the
Underwriter
will
underwrite
the
Capital Raising
up
to
the
minimum
raising
of
$6.0
million.

The
Underwriter
is
also
acting
as
lead manager
to
the
Capital
Raising.

A
summary
of
the
principal
terms
of
the
Underwriting
Agreement
is
included
in
Annexure
A.

Further
details
in
respect
of
the
Capital
Raising
and
the
Acquisition,
including
key
risks associated
with
the
Acquisition
will
be
set
out
in
a
Notice
of
Meeting
and
prospectus
which
the Company
expects
to
dispatch
in
September
2014.

Set
out
below
is
a
summary
of
the
timetable
for
the
key
events
relating
to
the
Acquisition
and the
Capital
Raising.

IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E im.medical@icloud.com ACN 009 436 908 W immedical.com.au

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**Indicative

Timetable**

Event	Expected Date*
Dispatch Shareholder Meeting Documentation	Early September 2014
Dispatch Prospectus	Early September 2014
Shareholder Meeting, Complete Equity Capital Raising	Mid October 2014
Suspend Company Shares	Mid October 2014
Re-comply with Listing Rules 1 & 2	Late October 2014
Complete Acquisition	Late October 2014

• Shareholders
  should
  note
  that
  the
  timetable
  is
  indicative
  only
  and
  is
  subject
  to
  change.

Enquiries

Any
enquiries
should
be
directed
to:

Richard
Wadley Company
Secretary (03)
9607
8280

T 03 9607 8280 F 03 9613 4111 E im.medical@icloud.com W immedical.com.au

IM Medical Limited Level 40 140 William St. Melbourne VIC 3000Aust

ACN 009 436 908

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Annexure

A
–
Summary
of
Underwriting
Agreement

The
Underwriter
will
receive
an
underwriting
fee
of
6%
(ex
GST)
of
the
total
amount
underwritten
($6,000,000)
as
consideration
for
acting
as the
underwriter.
The
Underwriter
will
also
receive
a
management
fee
of
$200,000
and
a
selling
fee
of
6%
of
the
total
gross
amount
raised
over the
underwritten
amount.
Subject
to
Shareholder
approval,
the
Company
will
grant
30,000,000
Options
to
the
Underwriter
or
its
nominees. The
Company
has
also
agreed
to
reimburse
the
Underwriter
for
all
reasonable
costs
and
expenses
incurred
in
connection
with
the
Offer
(as that
term
is
defined
in
the
Underwriting
Agreement)
( Offer )
and
the
Issue
(as
that
term
is
defined
in
the
Underwriting
Agreement)
( Issue ).

The
obligation
of
the
underwriter
to
underwrite
the
Offer
is
subject
to
certain
standard
events
of
termination.
The
Underwriter
may
terminate its
obligations
under
the
Underwriting
Agreement
if:

• a) (Indices
  fall):
  any
  of
  the
  All
  Ordinaries
  Index,
  the
  S&P/ASX
  200
  index
  as
  published
  by
  ASX
  is
  at
  any
  time
  after
  the
  date
  of
  the Underwriting
  Agreement
  10%
  or
  more
  below
  its
  respective
  level
  as
  at
  the
  close
  of
  business
  on
  the
  Business
  Day
  prior
  to
  the
  date
  of the
  Underwriting
  Agreement;
  or

• b) (Prospectus):

the
Company
does
not
lodge
the
prospectus
for
the
Offer
( Prospectus )
on
the
lodgement
date
specified
in
the Underwriting
Agreement
or
the
Prospectus
or
Offer
is
withdrawn
by
the
Company;
or

• c) (Copies
  of
  Prospectus):
  the
  Company
  fails
  to
  provide
  the
  Underwriter
  with
  copies
  of
  the
  Prospectus
  as
  required
  by
  the
  Underwriting Agreement
  and
  such
  failure
  is
  not
  remedied
  within
  2
  days;
  or

• d) (No
  Official
  Quotation):
  Official
  Quotation
  has
  not
  been
  granted
  by
  the
  Shortfall
  Notice
  Deadline
  Date
  (as
  that
  term
  is
  defined
  in
  the Underwriting
  Agreement)
  or,
  having
  been
  granted,
  is
  subsequently
  withdrawn,
  withheld
  or
  qualified;
  or

• e) (Supplementary
  Prospectus):

• i. the
  Underwriter,
  having
  elected
  not
  to
  exercise
  its
  right
  to
  terminate
  its
  obligations
  under
  the
  Underwriting
  Agreement as
  a
  result
  of
  an
  occurrence
  as
  described
  in
  paragraph
  o)(vi),
  forms
  the
  view
  on
  reasonable
  grounds
  that
  a
  supplementary or
  replacement
  prospectus
  should
  be
  lodged
  with
  ASIC
  for
  any
  of
  the
  reasons
  referred
  to
  in
  section
  719
  of
  the Corporations
  Act
  and
  the
  Company
  fails
  to
  lodge
  a
  supplementary
  or
  replacement
  Prospectus
  in
  such
  form
  and
  content and
  within
  such
  time
  as
  the
  Underwriter
  may
  reasonably
  require;
  or

• ii. the
  Company
  lodges
  a
  supplementary
  or
  replacement
  prospectus
  without
  the
  prior
  written
  agreement
  of
  the Underwriter
  otherwise
  than
  as
  permitted
  by
  the
  Underwriting
  Agreement;
  or

• f) (Non
  compliance
  with
  disclosure
  requirements):
  it
  transpires
  that
  the
  Prospectus
  does
  not
  contain
  all
  the
  information
  that
  investors and
  their
  professional
  advisers
  would
  reasonably
  require
  to
  make
  an
  informed
  assessment
  of:

• i. the
  assets
  and
  liabilities,
  financial
  position
  and
  performance,
  profits
  and
  losses
  and
  prospects
  of
  the
  Company;
  and

• ii. the
  rights
  and
  liabilities
  attaching
  to
  the
  Offer
  Shares;
  or

• g) (Misleading
  Prospectus):
  it
  transpires
  that
  there
  is
  a
  statement
  in
  the
  Prospectus
  that
  is
  misleading
  or
  deceptive
  or
  likely
  to
  mislead or
  deceive,
  or
  that
  there
  is
  an
  omission
  from
  the
  Prospectus
  (having
  regard
  to
  the
  provisions
  of
  sections
  710,711
  and
  716
  of
  the Corporations
  Act)
  or
  if
  any
  statement
  in
  the
  Prospectus
  becomes
  misleading
  or
  deceptive
  or
  likely
  to
  mislead
  or
  deceive
  or
  if
  the issue
  of
  the
  Prospectus
  is
  or
  becomes
  misleading
  or
  deceptive
  or
  likely
  to
  mislead
  or
  deceive;

• h) (Restriction
  on
  allotment):

the
Company
is
prevented
from
allotting
the
Shares
and
Options
under
the
Offer
within
the
time required
by
the
Underwriting
Agreement,
the
Corporations
Act,
the
Listing
Rules,
any
statute,
regulation
or
order
of
a
court
of competent
jurisdiction
by
ASIC,
ASX
or
any
court
of
competent
jurisdiction
or
any
governmental
or
semi
governmental
agency
or authority;
or

• i) (Withdrawal
  of
  consent
  to
  Prospectus):
  any
  person
  (other
  than
  the
  Underwriter)
  who
  has
  previously
  consented
  to
  the
  inclusion
  of its,
  his
  or
  her
  name
  in
  the
  Prospectus
  or
  to
  be
  named
  in
  the
  Prospectus,
  withdraws
  that
  consent;
  or

• j) (ASIC
  application):
  an
  application
  is
  made
  by
  ASIC
  for
  an
  order
  under
  section
  1324B
  or
  any
  other
  provision
  of
  the
  Corporations
  Act in
  relation
  to
  the
  Prospectus,
  the
  Shortfall
  Notice
  Deadline
  Date
  (as
  that
  term
  is
  defined
  in
  the
  Underwriting
  Agreement)
  has
  arrived, and
  that
  application
  has
  not
  been
  dismissed
  or
  withdrawn;

IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E im.medical@icloud.com ACN 009 436 908 W immedical.com.au

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• k) (ASIC
  hearing):

ASIC
gives
notice
of
its
intention
to
hold
a
hearing
under
section
739
of
the
Corporations
Act
in
relation
to
the Prospectus
to
determine
if
it
should
make
a
stop
order
in
relation
to
the
Prospectus
or
ASIC
makes
an
interim
or
final
stop
order
in relation
to
the
Prospectus
under
section
739
of
the
Corporations
Act;
or

• l) (Takeovers
  Panel):

the
Takeovers
Panel
makes
a
declaration
that
circumstances
in
relation
to
the
affairs
of
the
Company
are unacceptable
circumstances
under
Pt
6.10
of
the
Corporations
Act,
or
an
application
for
such
declaration
is
made
to
the
Takeovers Panel;
or

• m) (Authorisation):
  any
  authorisation
  which
  is
  material
  to
  anything
  referred
  to
  in
  the
  Prospectus
  is
  repealed,
  revoked
  or
  terminated
  or expires,
  or
  is
  modified
  or
  amended
  in
  a
  manner
  unacceptable
  to
  the
  Underwriter;
  or

• n) (Indictable
  offence):
  a
  director
  or
  senior
  manager
  of
  a
  Relevant
  Company
  (as
  that
  term
  is
  defined
  in
  the
  Underwriting
  Agreement) ( Relevant
  Company )
  is
  charged
  with
  an
  indictable
  offence;
  or

• o) (Termination
  Events):
  any
  of
  the
  following
  events
  occurs
  (provided
  that
  in
  the
  reasonable
  opinion
  of
  the
  Underwriter
  reached
  in good
  faith,
  the
  occurrence
  of
  the
  event
  or
  events
  has,
  or
  is
  likely
  to
  have,
  or
  two
  or
  more
  events
  together
  ( Relevant
  Termination Events )
  have
  or
  are
  likely
  to
  have
  a
  Material
  Adverse
  Effect
  (as
  that
  term
  is
  defined
  in
  the
  Underwriting
  Agreement)
  ( Material Adverse
  Effect )
  or
  could
  give
  rise
  to
  a
  liability
  of
  the
  Underwriter
  under
  the
  Corporations
  Act
  or
  otherwise
  and
  the
  Underwriter
  has afforded
  the
  Company
  not
  less
  than
  5
  Business
  Days
  to
  remedy
  the
  Relevant
  Termination
  Events
  (if
  all
  Relevant
  Termination
  Events are
  capable
  of
  remedy)
  and
  all
  of
  the
  Relevant
  Termination
  Events
  have
  not
  been
  remedied):

• i. (Default):
  default
  or
  breach
  by
  the
  Company
  under
  the
  Underwriting
  Agreement
  of
  any
  terms,
  condition,
  covenant
  or undertaking;
  or

• ii. (Incorrect
  or
  untrue
  representation):

any
representation,
warranty
or
undertaking
given
by
the
Company
in
the Underwriting
Agreement
is
or
becomes
untrue
or
incorrect;
or

• iii. (Contravention
  of
  constitution
  or
  Act):
  a
  contravention
  by
  a
  Relevant
  Company
  of
  any
  provision
  of
  its
  constitution,
  the Corporations
  Act,
  the
  Listing
  Rules
  or
  any
  other
  applicable
  legislation
  or
  any
  policy
  or
  requirement
  of
  ASIC
  or
  ASX;
  or

• iv. (Adverse
  change):

an
event
occurs
which
gives
rise
to
a
Material
Adverse
Effect
or
any
adverse
change
or
any development
including
a
prospective
adverse
change
after
the
date
of
the
Underwriting
Agreement
in
the
assets, liabilities,
financial
position,
trading
results,
profits,
forecasts,
losses,
prospects,
business
or
operations
of
any
Relevant Company
including,
without
limitation,
if
any
forecast
in
the
Prospectus
becomes
incapable
of
being
met
or
in
the Underwriter's
reasonable
opinion,
unlikely
to
be
met
in
the
projected
time;

• v. (Error
  in
  Due
  Diligence
  Results):
  it
  transpires
  that
  any
  of
  the
  Due
  Diligence
  Results
  or
  any
  part
  of
  the
  Verification
  Material (as
  those
  terms
  are
  defined
  in
  the
  Underwriting
  Agreement)
  was
  misleading
  or
  deceptive,
  materially
  false
  or
  that
  there was
  anyl
  omission
  from
  them;
  or

• vi. (Significant
  change):

a
"new
circumstance"
as
referred
to
in
section
719(1)
of
the
Corporations
Act
arises
that
is materially
adverse
from
the
point
of
view
of
an
investor;
or

• vii. (Public
  statements):
  without
  the
  prior
  approval
  of
  the
  Underwriter
  (such
  approval
  not
  to
  be
  unreasonably
  withheld),
  a public
  statement
  is
  made
  by
  the
  Company
  in
  relation
  to
  the
  Offer,
  the
  Issue
  (as
  those
  terms
  are
  defined
  in
  the Underwriting
  Agreement
  ( Offer and Issue respectively)
  or
  the
  Prospectus
  unless
  such
  public
  statement
  is
  required
  by law,
  the
  Listing
  Rules
  or
  a
  governmental
  agency;
  or

• viii. (Misleading
  information):

any
information
supplied
at
any
time
by
the
Company
or
any
person
on
its
behalf
to
the Underwriter
in
respect
of
any
aspect
of
the
Offer
or
the
Issue
or
the
affairs
of
any
Relevant
Company
is
or
becomes misleading
or
deceptive
or
likely
to
mislead
or
deceive;
or

• ix. (Official
  Quotation
  qualified):
  the
  Official
  Quotation
  is
  qualified
  or
  conditional
  other
  than
  as
  set
  out
  in
  the
  definition
  of "Official
  Quotation"
  in
  the
  Underwriting
  Agreement;

• x. (Change
  in
  Act
  or
  policy):

there
is
introduced,
or
there
is
a
public
announcement
of
a
proposal
to
introduce,
into
the Parliament
of
Australia
or
any
of
its
States
or
Territories,
any
Act
or
prospective
Act
or
budget
or
the
Reserve
Bank
of Australia
or
any
Commonwealth
or
State
authority
adopts
or
announces
a
proposal
to
adopt
any
new,
or
any
major change
in,
existing
monetary,
taxation,
exchange
or
fiscal
policy
that
has
not
been
publicly
disclosed
or
proposed
as
at the
date
of
the
Underwriting
Agreement;
or

IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E im.medical@icloud.com ACN 009 436 908 W immedical.com.au

==> picture [25 x 97] intentionally omitted <==

• xi. (Hostilities):

there
is
an
outbreak
of
hostilities
or
a
material
escalation
of
hostilities
(whether
or
not
war
has
been declared)
after
the
date
of
the
Underwriting
Agreement
involving
one
or
more
of
Australia,
New
Zealand,
Indonesia, Japan,
Russia,
the
United
Kingdom,
the
United
States
of
America,
India,
Pakistan,
Syria,
Iraq
or
the
People’s
Republic
of China,
Israel
or
any
member
of
the
European
Union,
or
a
terrorist
act
is
perpetrated
on
any
of
those
countries
or
any diplomatic,
military,
commercial
or
political
establishment
of
any
of
those
countries
anywhere
in
the
world;
or

• xii. (Prescribed
  Occurrence):
  a
  Prescribed
  Occurrence
  (as
  that
  term
  is
  defined
  in
  the
  Underwriting
  Agreement)
  occurs
  other than
  as
  disclosed
  in
  the
  Prospectus;
  or

• xiii.

• (Suspension
  of
  debt
  payments):
  the
  Company
  suspends
  payment
  of
  its
  debts
  generally;
  or

• xiv. (Event
  of
  Insolvency):
  an
  Event
  of
  Insolvency
  (as
  that
  term
  is
  defined
  in
  the
  Underwriting
  Agreement)
  occurs
  in
  respect of
  a
  Relevant
  Company;
  or

• xv. (Judgment
  against
  a
  Relevant
  Company):

a
judgment
in
an
amount
exceeding
$25,000
is
obtained
against
a
Relevant Company
and
is
not
set
aside
or
satisfied
within
7
days;
or

• xvi. (Litigation):
  litigation,
  arbitration,
  administrative
  or
  industrial
  proceedings
  are
  after
  the
  date
  of
  the
  Underwriting Agreement
  commenced
  or
  threatened
  against
  any
  Relevant
  Company,
  other
  than
  any
  claims
  foreshadowed
  in
  the Prospectus;
  or

• xvii. (Board
  and
  senior
  management
  composition):

there
is
a
change
in
the
composition
of
the
Board
or
a
change
in
the senior
management
of
the
Company
before
completion
of
the
Offer
without
the
prior
written
consent
of
the Underwriter;
or

• xviii. (Change
  in
  shareholdings):
  there
  is
  a
  material
  change
  in
  the
  major
  or
  controlling
  shareholdings
  of
  a
  Relevant
  Company
  in any
  manner
  not
  contemplated
  by
  the
  Prospectus
  or
  a
  takeover
  offer
  or
  scheme
  of
  arrangement
  pursuant
  to
  Chapter
  5
  or 6
  of
  the
  Corporations
  Act
  is
  publicly
  announced
  in
  relation
  to
  a
  Relevant
  Company;
  or

• xix.

• (Timetable):
  there
  is
  a
  delay
  in
  any
  specified
  date
  in
  the
  Timetable
  which
  is
  greater
  than
  10
  Business
  Days;
  or

• xx. (Force
  Majeure):
  a
  Force
  Majeure
  (as
  that
  term
  is
  defined
  in
  the
  Underwriting
  Agreement)

affecting
the
Company's business
or
any
obligation
under
the
Underwriting
Agreement
lasting
in
excess
of
7
days
occurs;
or

• xxi. (Certain
  resolutions
  passed):
  a
  Relevant
  Company
  passes
  or
  takes
  any
  steps
  to
  pass
  a
  resolution
  under
  section
  254N, section
  257A
  or
  section
  260B
  of
  the
  Corporations
  Act
  or
  a
  resolution
  to
  amend
  its
  constitution
  without
  the
  prior
  written consent
  of
  the
  Underwriter;
  or

• xxii. (Capital
  Structure):

any
Relevant
Company
alters
its
capital
structure
in
any
manner
not
contemplated
by
the Prospectus,
excluding
the
issue
of
any
Shares
upon
exercise
of
options,
such
options
having
been
disclosed
to
the
ASX
as at
the
date
of
the
Underwriting
Agreement;
or

• xxiii. (Breach
  of
  Material
  Contracts):
  any
  of
  the
  Material
  Contracts
  (as
  that
  terms
  is
  defined
  in
  the
  Underwriting
  Agreement)
  is terminated
  or
  substantially
  modified;
  or

• xxiv. (Investigation):
  any
  person
  is
  appointed
  under
  any
  legislation
  in
  respect
  of
  companies
  to
  investigate
  the
  affairs
  of
  a Relevant
  Company;
  or

• xxv. (Market
  Conditions):

a
suspension
or
material
limitation
in
trading
generally
on
ASX
occurs
or
any
material
adverse change
or
disruption
occurs
in
the
existing
financial
markets,
political
or
economic
conditions
of
Australia,
Japan,
the United
Kingdom,
the
United
States
of
America
or
other
international
financial
markets.

The
Company
has
agreed
to
indemnify
the
Underwriter
and
its
officers
and
employees,
( Indemnified
Parties )
from
and
against
all
penalties, suits,
claims,
actions,
damages,
losses,
liabilities,
costs
or
expenses,
including
legal
costs
and
disbursements,
which
any
Indemnified
Party
incurs or
suffers
in
respect
of
or
in
any
way
relating
to
the
Offer
or
the
matters
set
out
in
the
Underwriting
Agreement.
The
Underwriting
Agreement contains
covenants,
warranties,
representations
and
other
terms
normal
for
an
agreement
of
this
nature.
The
Underwriter
may
procure
any person
to
sub-­‐underwrite
such
portion
of
the
Offer
as
the
Underwriter,
in
its
absolute
discretion,
thinks
fit.

IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E im.medical@icloud.com ACN 009 436 908 W immedical.com.au