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CODEIFAI LIMITED — Capital/Financing Update 2015
May 3, 2015
64630_rns_2015-05-03_dc60c372-1bcb-4472-a5e7-6138cda9a3f4.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
Monday, 4 May 2015
ASX : YPB
Unmarketable Parcel Sale Facility
The Board of YPB Group Limited (YPB) is pleased to announce that it has established a share sale facility for holders of unmarketable parcels of the Company’s shares.
The Record Date for the purposes of establishing holders of unmarketable parcels has been set at close of trade on Friday, 1 May 2015. An unmarketable parcel (which is a parcel of YPB shares with a market value of less than $500 on the Record Date) will be any shareholding of 1666 shares or less.
YPB is offering this facility to assist shareholders of unmarketable parcels (determined as at the Record Date) to sell their YPB shares without having to use a broker or pay brokerage. YPB will organise payment of all the costs of sale for those shareholders who take advantage of the facility (although any tax consequences from the sale will be the shareholder’s responsibility). The shares will be sold at market price for the relevant shares.
475 (43.7%) of the Company’s 1088 shareholders hold unmarketable parcels amounting to a total of 119,710 shares which amounts to less than 0.1% of the Company’s fully paid ordinary shares on issue. By facilitating the sale of unmarketable parcels the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.
Attached is a copy of the letter, information notes and the retention form which will tomorrow, 5 May 2015 be sent to all shareholders holding an unmarketable parcel on the Record Date.
For further information on this announcement, please contact Robert Whitton on + 61 2 8263 4000.
Yours faithfully
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Robert Whitton Company Secretary YPB Group Limited
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Tuesday, 5 May 2015
Dear Investor,
IMPORTANT NOTICE – Sale of your Unmarketable Parcel of YPB Group Limited shares
I wish to advise you that YPB Group Limited (YPB) has established a share sale facility (“Facility”) for holders of shares valued at less than $500 as at close of trade on Friday, 1 May 2015 (“Unmarketable Parcels”). The facility is being established in accordance with the Company’s Constitution and the ASX Listing Rules.
YPB is offering the Facility to assist holders of Unmarketable Parcels to sell their shares. Holders of Unmarketable Parcels who take advantage of the facility will have their shares sold without having to act through a broker or pay brokerage. The Company will also organise payment of other costs associated with the sale (although any tax consequences from the sale of your shares will be your responsibility).
Our records show that you held an Unmarketable Parcel based on the YPB share price of $0.30 as at close of trade on Friday, 1 May 2015 (“Record Date”). Unless you advise the Company that you do NOT wish to sell your shares within six (6) weeks of receipt of this letter, YPB intends to sell your shares through the Facility in accordance with Clause 11 of the Company’s Constitution and the Australian Securities Exchange Listing Rules. Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable. The shares will be sold at the market price.
What should you do?
If you do NOT wish to sell your shares through the Facility, you must complete and return the attached form so that it is received by 5.00pm (Sydney time) on Friday, 19 June 2015.
If you want to sell your shares through the Facility, you do not need to take any action. By refraining from taking any action, after the expiration of the time prescribed in the ASX Listing Rules and the Company’s Constitution, you will be deemed to have irrevocably appointed the Company as your agent:
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(a) To sell all of your shares at a price not less than the Authorised Price and without any cost being incurred by you; and
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(b) To deal with the proceeds of the sale as set out in this letter.
If you need help deciding what to do, or if you require any further information regarding the financial, legal or tax consequences of participating in the Facility you should consult your legal, financial or taxation adviser.
The attached information pack sets out further details of the Facility, which you should read before making any decision. You can also contact the Company secretary on + 61 2 8263 4000 if you have any queries about lodging your form or the practical operation of the Facility.
Yours faithfully
Robert Whitton Company secretary YPB Group Limited
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INFORMATION PACK FOR THE UNMARKETABLE PARCEL SALE FACILITY
1. What is an Unmarketable Parcel of shares?
A Parcel of shares valued at less than $500 as at close of trade on the Record Date.
2. What price will I receive for shares sold through the Facility?
The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. YPB Group Limited (“YPB”) directors may sell your shares on market or in any other way they consider fair and reasonable in the circumstances. If the shares are sold on market the price will depend on a number of factors, including market conditions at the time of sale. You will not have control over the time at which your shares are sold, the price you receive may be different from the price appearing in the newspaper or quoted by ASX on any day, may not be the best price on the day that your shares are sold and may be an average price per share based on the price obtained for all the shares sold under the Facility. If the YPB directors sell your shares other than on market, the price will be the price that the YPB directors have been able to negotiate with the acquirer or acquirers,
3. What is the price of YPB Group Limited shares?
The last sale price of YPB shares on Friday, 1 May 2015 was $0.30. The share price changes frequently and more recent prices are available in newspapers and from the ASX website (www.asx.com.au) under the ASX code YPB.
4. When will the proceeds from the sale of shares be sent to me?
Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable. Payment will be made in Australian dollars by cheque. You will be notified by way of a transaction confirmation statement of the number of your shares sold, and the price and total sale proceeds. The transaction confirmation statement and cheque will be sent by post to your address as shown in the share register.
5. If I buy more shares, will I retain my holding?
Yes, YPB will treat any purchase of additional shares as an indication that you do not want your shares to be sold through the Facility. For a purchase to be an effective notification that you wish to retain your shares, any additional shares must be registered by 5.00pm (Sydney time) on Friday, 19 June 2015 under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.
6. Where can I get further information?
If you have any questions concerning your shareholding or how the Facility will work, please contact the Company Secretary on + 61 2 8263 4000.
7. Important notes
YPB reserves the right to change any of the dates referred to in this letter by notice to the ASX.
This letter does not constitute advice nor a recommendation to buy, sell or hold shares nor that the Facility is the best way to sell YPB shares.
If you are in any doubt about what to do, you should consult your legal, financial or taxation adviser.
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NOTE:
If you currently have more than one holding on the YPB share register, you may wish to consider amalgamating them. This may result in your amalgamated holding no longer being an Unmarketable Parcel. Under these circumstances your shares will not be sold as part of this facility.
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All correspondence to Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) Fax: + 61 2 9279 0664 www.boardroomlimited.com.au [email protected]
Subregister
SRN/HIN.
Share Retention Form
IMPORTANT : This is an important document and requires your immediate attention. YPB Group Ltd ( Company ) is implementing a sale facility for holders of parcels of the Company’s shares valued at less than $500 ( Sale Facility ). Further details regarding the Sale Facility are set out in the letter to you from the Company dated 5 May 2015, which accompanies this form. If you do not want the parcel of shares in the Company referred to below sold under the Sale Facility, you must complete this form and return it so that it is received by the Company’s share registry no later than 5.00pm (AEST) on 19 June 2015. If you are in any doubt as to how to deal with this form, you should consult your professional adviser.
If your holding of the Company’s shares increases to more than $500 by on market purchases or otherwise, then your holding will not be sold under the Sale Facility.
A Number of shares held as at Record Date
The number of shares that you held at 7pm Sydney time on 1 May 2015.
B Retention of shares
I/We refer to the letter from the company dated 5 May 2015 and hereby give notice that we would like to retain my/our shares.
C Contact details (Enter your contact details below)
| CONTACT NAME | TELEPHONEWORK( ) | TELEPHONEHOME( ) | EMAIL ADDRESS |
|---|---|---|---|
D Shareholder Signature
By signing and returning this form, I/we confirm that I/we understand that my/our shares will NOT BE SOLD under the Sale Facility.
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----- Start of picture text ----- Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company Secretary Day Month Year----- End of picture text -----
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This form must be received by no later than 5.00pm AEST time on 19 June 2015
LODGEMENT INSTRUCTIONS ARE ON THE REVERSE OF THIS FORM
Additional information
How to complete this form
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A. This is the number of shares that you held at 7pm AEST time on 1 May 2015.
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B. If you would like to retain your shares, please mark the box on the front of this form and return it to the Company’s share registry in accordance with the lodgement instructions below. If this form is not received by 5.00pm AEST time on 19 June 2015, and you have not otherwise validly notified the Company that you wish to retain your shares, the Company will be entitled to sell your shares on your behalf. IF YOU WOULD LIKE THE COMPANY TO SELL YOUR SHARES, YOU SHOULD NOT COMPLETE THIS FORM.
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C. Enter your contact details so we may contact you regarding your form.
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D. The form must be signed. In the spaces provided you must sign this form as follows:
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Individual: Where the holding is in only one name, this form is to be signed by the securityholder.
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Joint Holding : Where the holding is in more than one name, all the securityholders must sign.
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Power of Attorney: To sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.
Lodgement of this Form
If you wish to retain your shares, this form must be completed and returned to the share registry by no later than 5.00pm AEST time on 19 June 2015. If you are returning your form by post, please allow sufficient time for collection and delivery by postal services. The postal rule does not apply, which means that to be valid your completed form must be received by no later than 5.00pm AEST time on 19 May 2015.
Mailing address:
Delivery address until 15 May 2015: Delivery address after 15 May 2015
YPB Group Ltd YPB Group Ltd YPB Group Ltd C/- Boardroom Pty Limited C/- Boardroom Pty Limited C/- Boardroom Pty Limited GPO Box 3993 Level 7 Level 12 SYDNEY NSW 2001 207 Kent Street 225 George Street SYDNEY NSW 2000 SYDNEY NSW 2000
Consolidation of shareholdings
If you have more than one holding on the YPB Group register, you should consider consolidating them. For further information regarding this, please contact Boardroom Pty Limited on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia).
Changes of Address Supported by your Signature(s)
If your address is not exactly as shown, please provide details below. This is only relevant for Issuer Sponsored registered holdings. CHESS holders must notify your sponsoring broker for amendments to holdings on the CHESS Subregister.
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----- Start of picture text ----- CHANGE OF ADDRESS DETAILS – ISSUER SPONSORED ONLYSIGN HERE FOR ADDRESS AMENDMENTS:Shareholder 1 (Individual) / Joint Shareholder 2 (Individual) / Joint Shareholder 3 (Individual) /Sole Director & Sole Company Director Director/Company SecretarySecretary (Delete one)----- End of picture text -----
Privacy Statement
Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form. Our privacy policy is available on our website (http://www.boardroomlimited.com.au/Privacy.html).