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CLEARVUE TECHNOLOGIES LIMITED — Capital/Financing Update 2024
Feb 29, 2024
64697_rns_2024-02-29_a50ea291-5d56-434a-816a-4f20c0faa050.pdf
Capital/Financing Update
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1 MARCH 2024
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ASX Announcement
ASX RELEASE ǀ CLEARVUE TECHNOLOGIES LIMITED (ASX:CPV | OTC:CVUEF)
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ClearVue secures $4 million Placement and launches $2 million Share Purchase Plan
1 March 2024 : The board of smart building materials company ClearVue Technologies Limited
(ASX:CPV OTC:CVUEF) (“ ClearVue ” or the “ Company ”) announces it has received firm commitments from institutional, sophisticated and professional investors to raise approximately $4m (before costs) to be completed via the issue of approximately 8 million fully paid ordinary shares in the Company (“ Shares ”) (“ Placement Shares ”) at an issue price of A$0.50 per Placement Share (“ Placement ” ).
The issue price represents a 21% discount to the 15-day volume weighted average price of the Company’s shares and an 11% discount to the last closing price.
The Company is also conducting a Share Purchase Plan (“ SPP ”) to raise up to $2 million (before costs). The SPP offers eligible shareholders (irrespective of the size of their shareholding) an opportunity to purchase new shares on the same terms as the Placement (including the issue of free attaching Options) without incurring any brokerage, transaction, or commission costs.
The Placement has been supported by existing local shareholders and has attracted new institutional, professional and sophisticated investors including from overseas. Several members of the Board will also participate, subject to Shareholder approval.
ClearVue Chief Executive Officer, Martin Deil said of the Placement and confirmation of the SPP:
“We are extremely pleased with the response to the capital raising and sincerely appreciate the support from existing and new shareholders. It brings to our register a mix of new institutional, professional and sophisticated investors including many from the East Coast of Australia as well as from overseas, expanding ClearVue’s share register footprint.
“Funds raised will be used to complete and finalise testing and certification of our Gen-2 products, leading to anticipated early sales during the second half of the calendar year and accelerating our path to commercialisation.
“Importantly, and in appreciation of strong continuing shareholder support and to show our gratitude, the board and management has elected to offer loyal shareholders the chance to participate in the capital raise through our Share Purchase Plan. This represents a unique opportunity for shareholders to further participate in our company's growth and future success.”
On completion of the capital raise, ClearVue will be well funded to execute plans to complete and finalise testing and certification of its Gen-2 products leading into anticipated early sales expected during the second half of the year.
The Placement will be completed under the Company’s existing capacity. All new subscribers will receive a one (1) for three (3) free attaching unlisted option with an exercise price of $0.75 and an expiry date of 2 years from the date of issue.
As part of the Placement, ClearVue CEO Martin Deil has agreed to subscribe for 1m Shares and USbased Director Chuck Mowrey has agreed to subscribe for 200k Shares. Additionally, senior management will contribute in the Placement, with other Directors and management intending to contribute through the SPP, representing a combined Board/senior management investment of $690k on the same terms.
Participation in the Placement by the Directors is subject to shareholder approval at a future general meeting of the Company. Details of the time and venue for the general meeting will be provided in a notice of meeting, expected to be dispatched to shareholders in early March.
Placement Details
Under the terms of the Placement, the Company will issue 8,029,000 Shares at an issue price of $0.50 under the Company’s ASX Listing Rule 7.1 placement capacity, together with the 2,676,333 attaching options. Settlement of the Placement is expected to occur on Friday, 8 March 2024, with the Placement Shares to be allotted on Monday, 11 March 2024.
The Placement Shares (and shares issued on exercise of the free attaching options) will, upon their issue, rank equally with the existing fully paid ordinary shares in ClearVue.
Share Purchase Plan Details
The Company recognises the ongoing support of its large existing retail shareholder base and is pleased to offer an SPP to Eligible Shareholders to raise up to $2 million (before costs), with the ability to accept oversubscriptions.
Shareholders who were registered as the holder of Shares as at 7:00pm AEDT on Thursday, 29 February 2024 (“ Record Date ”) and whose registered address is in Australia or New Zealand (“ Eligible Shareholders ”) will be offered the opportunity to subscribe for a maximum of $30,000 worth of Shares, together with 1 free attaching Option for every 3 Shares issued (“ SPP Securities ”) at the same price as under the Placement. Eligible Shareholders will be able to participate in the SPP free of any brokerage, commission or transaction costs.
The Shares issued pursuant to the SPP will be issued in compliance with Listing Rule 7.2, exception 5 pursuant to an SPP offer booklet (“ SPP Offer Booklet ”) and will not utilise the Company’s placement capacities under Listing Rules 7.1 and 7.1A. The Options issued under the SPP will be offered under a separate options offer prospectus (“ Options Prospectus ”) and will utilise the Company’s 15% placement capacity pursuant to Listing Rule 7.1. The SPP is not underwritten.
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ASX Release | 1 March 2024
Indicative Placement and SPP Offer Timetable[1]
| Event | Date | |
| Record Date for SPP | Thursday, 29 February 2024 | |
| Announcement of Placement result and SPP launch | Friday, 1 March 2024 | |
| Despatch of SPP Offer Booklet and Options Prospectus | Tuesday, 5 March 2024 | |
| Opening Date of SPP | Tuesday, 5 March 2024 | |
| Placement Settlement Date | Friday, 8 March 2024 | |
| Issue Placement Shares and lodge Appendix 2A and Section 708A Cleansing Notice |
Monday, 11 March 2024 | |
| Closing Date of SPP | Tuesday, 19 March 2024 | |
| Announcement of Results of SPP | Thursday, 21 March 2024 | |
| Issue and Allotment of SPP Shares | Tuesday, 26 March 2024 | |
| Despatch of Holding Statements – SPP Shares | Tuesday, 26 March 2024 | |
Authorised by the Board of ClearVue Technologies Limited.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ClearVue Technologies Limited Automic Group
Anna Abrossimova Adrian Mulcahy / Tristan Everett Head of Marketing [email protected] [email protected] [email protected] +61 (0) 407 345 180 +61 (0) 438 630 422 / +61 (0) 403 789 096
1 The above timetable is indicative only and remains subject to change at ClearVue’s discretion. The commencement of trading and quotation of Shares is subject to confirmation from the ASX. The Company reserves the right to amend this timetable at any time without notice, subject to the Corporations Act 2001 (Cth), Listing Rules and other applicable laws. Accordingly, Eligible Shareholders are encouraged to submit their Application Forms as early as possible.
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ASX Release | 1 March 2024
ABOUT CLEARVUE TECHNOLOGIES LIMITED
ClearVue Technologies Limited (ASX: CPV) is an Australian technology company that operates in the Building Integrated Photovoltaic (BPIV) sector which involves the integration of solar technology into building surfaces, specifically glass and building façades, to provide renewable energy. ClearVue has developed advanced glass technology that aims to preserve glass transparency to maintain building aesthetics whilst generating electricity.
ClearVue’s electricity generating glazing technology is strategically positioned to complement and make more compelling, the increased use of energy-efficient windows now being regulated in response to global climate change and energy efficiency goals.
Solar PV cells are incorporated around the edges of an Insulated Glass Unit (IGU) used in windows and the lamination interlayer between the glass in the IGU incorporates ClearVue’s patented proprietary nano and micro particles, as well as its spectrally selective coating on the rear external surface of the IGU.
ClearVue’s window technology has application for use in the building and construction and agricultural industries (amongst others).
ClearVue has worked closely with leading experts from the Electron Science Research Institute, Edith Cowan University (ECU) in Perth, Western Australia to develop the technology.
To learn more please visit: www.clearvuepv.com
FORWARD LOOKING STATEMENTS
Statements contained in this release, particularly those regarding possible or assumed future performance, revenue, costs, dividends, production levels or rates, prices or potential growth of ClearVue Technologies Limited, are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties. Actual results and developments may differ materially from those expressed or implied by these forward-looking statements depending on a variety of factors.
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ASX Release | 1 March 2024