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CONNEXION MOBILITY LTD — Capital/Financing Update 2016
Jul 4, 2016
64739_rns_2016-07-04_d93c6d99-8b18-4022-95f7-1f66dd9edeca.pdf
Capital/Financing Update
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5 July 2016
Company Announcements Office Australian Securities Exchange Issue of Series 2 Convertible Notes
Further to the announcement on 22 June 2016, Connexion Media Limited (ASX:CXZ) advises that today it commenced issuing convertible notes pursuant to applications received in connection with the convertible note deed poll entered into by the Company on or about 5 July 2016 ( Deed Poll ).
CLEANSING NOTICE given under section 708A(12C) of the Corporations Act 2001 (Cth) (as inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82)
1. INTRODUCTION
This notice ( Cleansing Notice ) is given by Connexion Media Limited (ABN 68 004 240 313) ( Company ) under section 708A(12C)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) (as inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82), to enable fully paid ordinary shares in the capital of the Company ( Shares ) issued upon the conversion of the convertible notes described below, to be on-sold to retail investors, within 12 months of the issue of the Shares, without the need for further disclosure.
This Cleansing Notice is important and should be read in its entirety.
2. BACKGROUND
On 22 June 2016, the Company announced that it had secured funding of up to $5,000,000 through the proposed issue of a new series of convertible notes to sophisticated and professional investors ( Series 2 Notes ). The Series 2 Notes have the following key terms:
-
(a) a face value of $100 each ($4,994,800 in aggregate);
-
(b) bear interest at 9.95% per annum (payable quarterly in advance, subject to accumulation);
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(c) mature (and are redeemable) on the second anniversary of issue;
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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(d) are secured by a registered security interest over all the present and after acquired property of the Company (ranking equally with the security provided in respect of the Series 1 Notes); and
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(e) are redeemable at the election of the Company at any time after the first anniversary of the issue date by giving 60 days’ notice. If the Company elects to redeem the Series 2 Notes before the maturity date, the notes are redeemable for an amount equal to:
-
(i) the aggregate face value of the notes the subject of redemption; plus
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(ii) an early redemption premium of 10% of the face value; plus
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(iii) 5% of the face value of the note if the total revenue of the Company for the financial years ended 30 June 2017 and 30 June 2018 as set out in its annual financial report (or management accounts for the 2018 financial year if required) for the relevant financial year is less than $10,000,000
- ( Revenue Premium ); plus
-
(iv) 5% of the face value of the note if the remuneration paid to the non-executive Directors for the financial years ended 30 June 2017 and 30 June 2018 as set out in its annual financial report (or management accounts for the 2018 financial year if required) for the relevant financial year exceeds $300,000 and either:
- (A) the net profit after tax of the Company as set out in that annual financial report or management accounts for that financial year is less than $3,000,000; or - (B) the operating cash flow of the Company is not positive for four consecutive quarters as set out in the management accounts provided by the Company to the Security Trustee pursuant to these Note Terms ( **Remuneration Premium** ).
The Company will be issuing the Series 2 Notes in two tranches as follows:
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(a) Tranche A Series 2 Notes with a total face value (issue price) of $694,800 were issued on 29 June 2016 and are convertible in whole or in part into Shares in the Company, at a conversion price of the lesser of:
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(v) $0.15; and
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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(vi) subject to the ASX Listing Rules, 80% of the last issue price at which the Company issued Shares for cash consideration prior to the date of the conversion notice,
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(vii) ( Conversion Price ) at any time after 30 June 2017 up until the maturity date ( Tranche A Series 2 Notes ); and
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(b) Tranche B Series 2 Notes with a total face value (issue price) of $4,300,000, which, subject to approval by the Shareholders of the right to convert those notes into Shares for the purposes of ASX Listing Rule 7.1, are convertible in whole or in part into Shares of the Company, at the Conversion Price at any time after 30 June 2017 up until the maturity date ( Tranche B Series 2 Notes ).
If the aggregate face value of all Series 1 Notes and Series 2 Notes that have been converted on the maturity date equals or exceeds $3.5 million:
-
(a) each noteholder that converted Series 2 Notes will receive one free option over unissued shares for every Share issued to it on conversion; and
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(b) each noteholder that has not converted all or part of its Series 2 Notes will receive one free option over unissued shares for every Share that would have been issued to it at the maturity date had it converted its Series 2 Notes into Shares at a conversion price of $0.15,
( Bonus Options ).
The Bonus Options (if issued) will be issued under a disclosure document pursuant to Part 6D.2 of the Corporations Act and lodged with ASIC following the Maturity Date. This Cleansing Notice does not relate to the Bonus Options. The Bonus Options (if issued) will be issued under a disclosure document pursuant to Part 6D.2 of the Corporations Act and lodged with the Australian Securities Investment Commission ( ASIC ) following the Maturity Date.
A summary of the terms of the Series 2 Notes is set out in paragraph 5.1 of this Cleansing Notice.
3. PURPOSE OF THE ISSUE OF THE CONVERTIBLE NOTES
The Directors consider that the raising of capital by the issue of the Series 2 Notes is in the best interests of the Company, as it prevents dilution of the existing Shares in the first 12 months and allows the Company to redeem the Series 2 Notes after 12 months thus potentially avoiding any possible dilution in the future.
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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The funds raised from the Series 2 Notes will be used by the Company to drive sales and marketing activities with its two key partners, GM and Oracle. This includes the continued growth of Commercial Link and Flex Subscribers, MiRoamer licensing fees and continued customisation work, and to fund working capital of the Company.
3.1 EFFECT OF THE ISSUE OF THE CONVERTIBLE NOTES ON THE COMPANY
The principal effects of the issue of the Series 2 Notes on the Company will be to:
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(a) increase the Company’s cash reserves by $694,800 upon the issue of the Tranche A Series 2 Notes and a further $4,300,000 upon the issue of the Tranche B Series 2 Notes (before any expenses);
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(b) give rise to the Company having a liability for the amount of the face value of the Series 2 Notes plus all accrued and unpaid interest (plus premiums of up to a maximum aggregate amount of 30% of the face value of the Series 2 Notes if certain events occur) ( Redemption Amount ), which may be repayable at the election of the Company or upon the occurrence of certain events of default;
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(c) if the Series 2 Notes are converted, either in whole or in part, increase the number of Shares on issue as a consequence of the issue of Shares on the conversion of the Convertible Note ( Conversion Shares );
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(d) increase the number of options over unissued shares on issue if Bonus Options are issued; and
if the Bonus Options are issued and then subsequently exercised, either in whole or in part, increase the number of Shares on issue as a consequence of the exercise of the Bonus Options.
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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4.1 Pro forma Statement of Financial Position
To illustrate the effect of the issue of the Series 2 Notes on the Company, an unaudited pro forma Statement of Financial Position has been prepared based on the Company’s Statement of Financial Position as at 31 December 2015, adjusted to reflect the adjustments and prepared on the basis specified below.
| Actual 31 December 2015 $ |
Pro-forma Adjustments (Tranche A only) $ |
Pro-forma 31 December 2015 (Tranche A and B) $ |
|
|---|---|---|---|
| Current assets Cash and cash equivalents Trade and other receivables Other Total current assets Non-current assets Property, plant and equipment Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Employee benefits Total current liabilities Non-current liabilities Borrowings Total non- current liabilities Total liabilities Net (deficiency of) Assets Equity Issued capital Accumulated losses Total Equity/(deficiency) |
744,758 3,895,364 7,845,728 28,732 28,732 28,732 37,977 37,977 37,977 |
||
| 811,467 3,962,073 7,912,437 |
|||
| 9,191 9,191 9,191 |
|||
| 9,191 9,191 9,191 |
|||
| 820,658 3,971,264 7,921,628 |
|||
| 764,029 764,029 764,029 332,324 332,324 332,324 75,022 75,022 75,022 |
|||
| 1,171,375 1,171,375 1,171,375 |
|||
| 2,000,000 2,694,800 6,994,800 |
|||
| 2,000,000 2,694,800 6,994,800 |
|||
| 3,171,375 3,866,175 8,166,175 |
|||
| (2,350,717) 105,089 (244,257) |
|||
| 7,006,417 9,642,640 9,642,640 (9,357,134) (9,537,551) (9,886,897) (2,350,717) 105,089 (244,257) |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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The pro-forma Statement of Financial Position is:
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(a) prepared on a basis consistent with the policies adopted and as described in the Company’s Financial Report for the half year ended 31 December 2015. The classification of the Series 2 Notes and the allocations between debt and equity for the Series 2 Notes may change in the future; and
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(b) presented in an abbreviated form in so far as it does not include all of the disclosure required by Australian Accounting Standards applicable to annual financial statement and is not audited.
The unaudited pro-forma Statement of Financial Position as at 31 December 2015 set out above has been prepared on the basis and assumptions that there has been and will be no material movements in the assets and liabilities of the Company other than the following matters, and has been compiled as though the following matters had all occurred on 31 December 2015:
-
(a) the issue of 340,667 Shares on the exercise of listed options on or about 11 January 2016 to raise a total of $68,133. The Shares were issued at an exercise price of $0.20 per Share;
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(b) the issue of 4,999,999 Shares through a placement completed on 3 March 2016 to raise a total of $899,990 less the issue expenses of $71,990. Net proceeds from the placements amounted to $828,000. The placement was made to sophisticated and professional investors at a price of $0.18 per Share;
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(c) the issue of 9,267,233 Shares through a placement completed on 3 May 2016 to raise a total of $1,668,100 less the issue expenses of $108,427. Net proceeds from the placement amounted to $1,559,673. The placement was made to sophisticated and professional investors at a price of $0.18 per Share;
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(d) the issue of the Tranche A Series 2 Notes will raise up to $694,800 in cash (before issue expenses which are not expected to exceed $0). The debt component of the Tranche A Series 2 Notes recognised in the proforma Statement of Financial Position is $694,800 while the equity component is $694,800;
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(e) the issue of the Tranche B Series 2 Notes will raise up to $4,300,000 in cash. The debt component of the Tranche B Series 2 Notes recognised in the pro-forma Statement of Financial Position is $3,950,364 while the equity component is $4,300,000; and
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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- (f) the cash position of the Company shown in the above pro-forma Statement of Financial Position has been calculated as follows:
| $744,758 | Cash as at 31 December 2015 |
|---|---|
| less pro-forma adjustments: | |
| [$68,133] | proceeds raised on exercise of listed options |
| [$828,000] | net proceeds of placement completed on 3 |
| March 2016 | |
| [$1,559,673] | net proceeds of placement completed on 3 May |
| 2016 | |
| [$694,800] | expected net proceeds of issue of Tranche A |
| Series Notes | |
| [$3,950,364] | expected net proceeds of issue of Tranche B |
| Series Notes | |
| $7,100,970 | Total pro-forma adjustments |
| $7,845,728 | Pro-forma cash position |
It should be noted that as reported in the Company’s Appendix 4C Report, lodged with the ASX on 2 May 2016, the actual cash position of the Company as at 31 March 2016 was $151,615 compared with the actual cash position as at 31 December 2016 of $744,758. This means that a 31 March 2016 pro-forma cash position after the effect of the above listed assumptions would have been $7,252,585.
4.2 Effect of the issue on capital structure
The capital structure of the Company following the issue of the Series 2 Notes is set out below (assuming the Company receives applications for the maximum amount of $4,994,800):
| Type of security | Securities prior to the issue of Tranche A Series 2 Notes |
Securities following the issue of the Tranche A Series 2 Notes |
Securities following the issue of the Tranche A and Tranche B Series 2 Notes |
|---|---|---|---|
| Shares | 101,929,174 | 101,929,174 | 101,929,174 |
| Listed options | 81,577,598 | 81,577,598 | 81,577,598 |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| Unlisted options (including Unlisted Options to be issued, subject to Shareholder approval in respect of a placement to sophisticated investors in May 2016) |
10,205,788 | 10,205,788 | 10,205,788 |
|---|---|---|---|
| Series 1 Notes | 20,000 | 20,000 | 20,000 |
| Series 2 Notes | - | 6,948 | 49,948 |
Noteholders can elect to convert the Tranche A Series 2 Notes (in whole or in part) into Shares at any time between 1 July 2017 and the maturity date. Subject to Shareholder approval pursuant to ASX Listing Rule 7.1, noteholders can also elect to convert the Tranche B Series 2 Notes (in whole or in part) into Shares at any time between 1 July 2017 and the maturity date.
The number of Shares issued on conversion of each Series 2 Note will be calculated by dividing the face value plus all accrued and unpaid interest and any Revenue Premiums and/or Remuneration Premiums (as described above) by the Conversion Price.
Accordingly, the number of Shares that may be issued on conversion of the Series 2 Notes is contingent on a number of factors.
Assuming:
-
(a) Shareholders approve the conversion rights of the Tranche B Series 2 Notes;
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(b) noteholders elect to convert all Series 2 Notes;
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(c) a conversion price of $0.15 and no adjustments; and
-
(d) no Revenue Premium or Remuneration Premium (as described above) being payable,
then the following Shares (subject to rounding) would be issued:
| Tranche A Series 2 NotesFaceValue |
$694,800 | @ $0.15 | 4,632,000 Shares | |
|---|---|---|---|---|
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| Tranche A Series 2 Notes Accrued and unpaid interest |
$138,265 | @ $0.15 | 921,766 Shares |
|---|---|---|---|
| Tranche B Series 2 Notes Face Value |
$4,300,000 | @ $0.15 | [28,666,666 Shares] |
| Tranche B Series 2 Notes Accrued and unpaidinterest |
$855,700 | @ $0.15 | 5,704,666 Shares |
| Total | $5,988,765 | 39,925,098 Shares |
The Company will apply for all Shares issued on conversion to be quoted on ASX.
4. RIGHTS AND LIABILITIES ATTACHING TO THE SECURITIES
5.1 Rights and liabilities of the Convertible Notes
A summary of the key terms of the Series 2 Notes is set out below. This summary is not intended to be exhaustive and does not constitute a definitive statement of the rights and liabilities of noteholders.
| ITEM | DESCRIPTION |
|---|---|
| Notes | Secured unlistednotes. |
| Maturity Date | 29 June 2018 |
| Face Value | Each note will have a face value of $100 to raise up to a principal amount of $4,994,800. |
| Status of note | Each note is a secured by a General Security Agreement over all present and after acquired property of the Company. |
| Interest | The Company will pay interest on a quarterly basis from the date of issue and on the Maturity Date at an interest rate of 9.95% per annum. |
| Conversion rights |
The Tranche A notes may be converted, in whole or in part, into Shares at any time after 30 June 2017 up until the Maturity Date at the Conversion Price. Tranche B notes will not be convertible until Shareholders approve those conversion rights in accordance with ASX Listing Rule 7.1. If Shareholders approvethe conversion rights of TrancheB notes, |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| those may be converted, in whole or in part, into Shares at any time after 30 June 2017 up until the Maturity Date at the Conversion Price. The Noteholder may elect to exercise a conversion right by giving a conversion notice to the Company no less than 2 Business Days before the date of conversion. |
|
|---|---|
| Conversion Price |
The lesser of: •$0.15; and •subject to the ASX Listing Rules, 80% of the last issue price at which the Company issued Shares for cash consideration prior to the date of the conversion notice. |
| Conversion Shares |
The Shares issued on conversion will rank equally in all respects with the Shares on issue. The Company will apply for official quotation by ASX of the conversion Shares after the conversion date. |
| Adjustments to the Conversion Price |
Where the Shares are reconstructed, consolidated, divided or reclassified into a lesser or greater number of securities, the Conversion Price must be adjusted in a manner consistent with the ASX Listing Rules. |
| Bonus Options |
If on the Maturity Date holders of existing convertible notes and the Series 2 Notes have elected to convert notes with an aggregate face value of at least $3.5 million: •each Noteholder that converted notes will receive a free option for every Share issued to it on conversion; and •each Noteholder that has not converted all or part of its notes will receive a free option for every Share that would have been issued to it at the Maturity Date had it converted its notes into Shares (at a conversion price of $0.15). The Bonus Options will be issued subject to the Company lodging with ASIC a disclosure document in accordance with the Corporations Act. |
| Redemption | The Company can at any time after the first anniversary of the issue date (Redemption Period) by giving 60 days’ notice, elect toredeemany orallof the |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| notes for an amount equal to: •the aggregate face value of the notes the subject of redemption; plus •an early redemption premium of 10% of the face value; •5% of the face value of the note if the total revenue of the Company for the financial years ended 30 June 2017 and 30 June 2018 as set out in its annual financial report (or management accounts for the 2018 financial year if required) for the relevant financial year is less than $10,000,000 (Revenue Premium); plus •5% of the face value of the note if the remuneration paid to the non-executive Directors for the financial years ended 30 June 2017 and 30 June 2018 as set out in its annual financial report (or management accounts for the 2018 financial year if required) for the relevant financial year exceeds $300,000 and either: othe net profit after tax of the Company asset out in that annual financial report or management accounts for that financial year is less than $3,000,000; or othe operating cash flow of the Companyis not positive for four consecutive quarters as set out in the management accounts provided by the Company to the Security Trustee pursuant to these Note Terms (Remuneration Premium). Unless earlier redeemed or converted, the Company must on the Maturity Date redeem all of the notes for an amount equal to: •the aggregate face value of the notes the subject of redemption; plus •the Revenue Premium and the Remuneration Premium (if applicable). |
|
|---|---|
| Events of Default |
If an Event of Default occurs a Noteholder may by notice in writing to the Company declare that any of its notes are due and payable. Events of default include: |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| •an insolvency event; •a change of control of the Company; •the sale of the business or the main undertaking of the Company; •the Company being delisted from the official list of the ASX; •if the Company defaults in fully performing, observing and fulfilling any material provision of the note terms, provided that in the case of a default capable of remedy, that default has not been remedied within 20 Business Days of receipt of a written notice from the Noteholder requiring that party to remedy such default; •the note terms become void, voidable or unenforceable in whole or in part; or •at any time it is or becomes unlawful for the Company to perform any of its obligations under the note terms. If an event of default occurs and a Noteholder serves a notice on the Company declaring the Convertible Note to be immediately redeemable, the Company must immediately redeem the Convertible Note on the same basis setoutabove. |
|
|---|---|
| New issue of securities |
The Company undertakes not issue or take on any secured debt or enter into any arrangement to issue or take on any secured debt (other than in the ordinary course of the Company’s business) without the prior consent of the security trustee prior to the Maturity Date. |
| Transferabilit y |
A Noteholder may only transfer the notes in circumstances where such sale of them does not require disclosure under Part 6D.2 of the Corporations Act. |
| Rights of noteholder |
A note does not entitle a noteholder to vote at a general meeting of the Company, to receive dividends or other distributions or participate in the issue of securities. |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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5.2 Rights and Liabilities of the Shares
The Shares to be issued to the noteholders on conversion of any Series 2 Note will rank equally in all respects with all of the Company’s existing Shares. The rights attaching to the Shares are set out in the Company’s constitution, a copy of which can be obtained from the Company’s website at www.connexionltd.com.au.
The following is a broad summary of the rights, privileges and restrictions attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of shareholders.
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| ITEM | DESCRIPTION |
|---|---|
| Voting | Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of fully paid ordinary shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per share on a poll. A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share. Where there are 2 or more joint holders of a share, only the member whose name appears first in the Register is entitledtovote ata general meeting. |
| Directors | The Company’s constitution states that the minimum numberof Directorsis 3. |
| Powers of the Board |
Except as otherwise required by the Corporations Act, any other law, the ASX Listing Rules or the Company’s constitution, the Board has power to manage the business of the Company and may exercise every right, power or capacity of the Company to the exclusion of the members (except to sell or dispose of the main undertaking of the Company). |
| Level 3 Dividends |
, 600 St Kilda Road, Melbourne VIC 3004, Australia Subject to the Company’s constitution and the Corporations Act, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bearstothetotal issue price of the share. |
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| ordinary shares are freely transferable. Subject to the Corporations Act, the ASX Listing Rules or the Operating Rules, Shares are transferable by an instrument of transfer in writing in any usual or common form or in any other form that the Directors approve. The Board may refuse to register a transfer of shares only if that refusal would not contravene the Listing Rules or the Operating Rules. If the Board refuses to register a transfer, the Company must give the lodging party written notice of the refusal and the reasons for it within 5 Business Days after the transfer is delivered to the Company. The Board must not register a transfer of shares if the Corporations Act, the ASX Listing Rules or the OperatingRulesforbidregistration. |
|
|---|---|
| Meetings and Notice |
Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Company’s constitution, the CorporationsActor theASX ListingRules. |
| Issue of further Shares |
The Directors may: •issue or dispose of shares to any person at any time and on any terms and conditions and having attached to them any preferred, deferred or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors think; and •grant to any person an option over shares or pre-emptive rights at any time and for any consideration as they think fit. The Directors must ensure that the issue of securities following the exercise, conversion or paying up of any security of the Company quoted by ASX is not in any way prevented, delayed or interfered with by the Company except as permitted bytheASX ListingRules. |
| Variation of rights |
At present, the Company has on issue one class of shares only, namely ordinary shares. |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| The Company may vary or cancel the rights attaching to any class of shares only if the variation or cancellation is permitted by the Corporations Act and is approved by special resolution of each of the members holding shares of the relevant class. The Directors must give written notice of the variation or cancellation to the members holding the shares of the relevant class within seven days of the variation or cancellation. |
|
|---|---|
| Non – marketable parcels |
The Constitution contains procedures to enable the Company to seek to sell non-marketable parcels of shares on behalf of shareholders, unless the shareholder requests otherwise. |
| Winding Up | Subject to the Company’s constitution, the Corporations Act and to the terms of issue of the shares, if the Company is wound up and the property of the Company available is more than sufficient to pay: •all the debts and liabilities of the Company; and •the costs, charges and expenses of the winding up, the members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capitalpaid up on theirshares. |
| Dividend Reinvestment plans |
The Board may adopt and implement dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of fully paid shares). |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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CONTINUOUS DISCLOSURE OBLIGATIONS
6.1 Continuous Disclosure obligations
The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules.
These obligations require the Company to notify the ASX of information about specified events and matters as they arise for the purposes of the ASX making that information available to the stock market conducted by the ASX. In particular, the Company has an obligation under the ASX Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning the Company which a reasonable person would expect to have a material effect on the price or value of securities in the Company.
The Company is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an auditor’s report.
All announcements made by the Company are available from the ASX and can be viewed at www.asx.com.au.
6.2 Your right to obtain copies of the Company documents
Copies of any documents in relation to the Company which are lodged with ASIC may be obtained from, or inspected at, an ASIC office.
The Company will provide copies of the following to any person on request, free of charge:
-
(a) the annual financial report most recently lodged with ASIC by the Company, being the Company’s annual financial report for the year ended 30 June 2015;
-
(b) the half-year financial report most recently lodged with ASIC by the Company, being the Company’s financial report for the half-year ended 31 December 2015; and
-
(c) any continuous disclosure notices used to notify ASX of information relating to the Company after lodgement of the financial report referred to in paragraph (a) with ASIC and the date of lodgement of this Cleansing Notice, being the following:
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
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| Date | Headline |
|---|---|
| 22/06/2016 | Connexion Secures Funding to Accelerate Growth |
| 20/06/2016 | Request for Trading Halt |
| 20/06/2016 | Trading Halt |
| 23/05/2016 06/05/2016 03/05/2016 02/05/2016 02/05/2016 15/04/2016 13/04/2016 |
Company Update |
| Change of Director's Interest Notice | |
| Appendix 3B | |
| March Quarter Review | |
| Appendix 4C – quarterly | |
| GM Offers Free Trial of Commercial Link | |
| Placement and Corporate Update | |
| 11/04/2016 | Trading Halt |
| 08/04/2016 | Results of Meeting |
| 04/04/2016 | GM's Commercial Link Goes Live in the U.S.A. |
| 31/03/2016 | Trading Halt |
| 18/03/2016 | Oracle Update |
| 11/03/2016 | Commsec Executive Series Interviews Connexion CEO |
| 09/03/2016 | Notice of Meeting |
| 07/03/2016 | Amended Appendix 3B |
| 07/03/2016 | Corporate Presentation |
| 07/03/2016 | Oracle Partnership Agreement |
| 04/03/2016 | Cleansing Notice |
| 03/03/2016 | Final Director's Interest Notice |
| 03/03/2016 | Initial Director's Interest Notice |
| 03/03/2016 | Appointment and Resignation of Director |
| 03/03/2016 | Appendix 3B |
| 29/02/2016 | Half Year Accounts |
| 18/02/2016 | Reinstatement to Official Quotation |
| 18/02/2016 | Connexion Secures Funding for Continued Commercialisation |
| 16/02/2016 | Suspension from Official Quotation |
| 12/02/2016 | Trading Halt Request |
| 12/02/2016 | Trading Halt |
| 01/02/2016 | Rhapsody Content Access Agreement |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
==> picture [559 x 79] intentionally omitted <==
| Date | Headline |
|---|---|
| 29/01/2016 | December Quarter Review |
| 29/01/2016 | Appendix 4C – quarterly |
| 28/01/2016 | Details of Company Address |
| 15/01/2016 | Appendix 3B - Conversion of Options |
| 13/01/2016 | Appointment of CFO |
| 11/01/2016 | Appendix 3B - Conversion of Options |
| 11/01/2016 | miRoamer iOS App Launch |
| 07/01/2016 | Connexion Media Supplier for GM's 'Commercial Link' Service |
| 04/01/2016 | Appendix 3B - Conversion of Options |
| 29/12/2015 | Appendix 3B - Conversion of Options |
| 18/12/2015 | Change of Director's Interest Notice |
| 18/12/2015 | Appendix 3B - Conversion of Options |
| 16/12/2015 | US Automaker to Exhibit Customised Flex Product at CES |
| 14/12/2015 | miRoamer Presentation |
| 09/12/2015 | Appendix 3B - Conversion of Options |
| 30/11/2015 | Expiry Of Piggy Back Option |
| 30/11/2015 | Change of Director's Interest Notice |
| 30/11/2015 | New Corporate Website |
| 27/11/2015 | Results of Meeting |
| 27/11/2015 | AGM Company Presentation |
| 27/11/2015 | Chairman's Address AGM |
| 23/11/2015 | Flex iOS App Launch |
| 18/11/2015 | Change of Director's Interest Notice |
| 13/11/2015 | US Automaker Launch Update |
| 27/10/2015 | September Quarterly Review |
| 27/10/2015 | Appendix 4C – quarterly |
| 26/10/2015 | Notice of Annual General Meeting/Proxy Form |
| 19/10/2015 | Corporate Update and Revenue Guidance |
| 28/09/2015 | Reinstatement to Official Quotation |
| 28/09/2015 | Flex Contract with Major Fuel Card Provider |
| 25/09/2015 | Suspension from Official Quotation |
| 23/09/2015 | Trading Halt |
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia
==> picture [559 x 79] intentionally omitted <==
| Date | Headline |
|---|---|
| 22/09/2015 | miRoamer at Frankfurt Motor Show |
| 21/09/2015 | Change of Director's Interest Notice |
| 14/09/2015 | Flex Capacity Increase |
6.3 No excluded information
As at the date of this Cleansing Notice and other than as set out in this Cleansing Notice, there is no information that:
-
(a) has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
-
(b) is information that investors and their professional adviser would reasonably require for the purpose of making an informed assessment of:
-
(i) the assets and liabilities, financial position and performance , profits and losses and prospect of the Company; and
-
(ii) the rights and liabilities attaching to the Series 2 Notes or Shares.
5. NO RESPONSIBILITY
Neither ASX nor ASIC take responsibility for the contents of this Cleansing Notice.
Dated: 05 June 2016
==> picture [64 x 27] intentionally omitted <==
George Karafotias
Company Secretary
05 July 2016
Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia