Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CONNEXION MOBILITY LTD Capital/Financing Update 2016

Jul 4, 2016

64739_rns_2016-07-04_d93c6d99-8b18-4022-95f7-1f66dd9edeca.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [559 x 79] intentionally omitted <==

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);

  • (c) mature (and are redeemable) on the second anniversary of issue;

Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia

==> picture [559 x 79] intentionally omitted <==

  • (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

  • (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

  • (ii) an early redemption premium of 10% of the face value; plus

  • (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:

  • (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:

  • (v) $0.15; and

Level 3, 600 St Kilda Road, Melbourne VIC 3004, Australia

==> picture [559 x 79] intentionally omitted <==

  • (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,

  • (vii) ( Conversion Price ) at any time after 30 June 2017 up until the maturity date ( Tranche A Series 2 Notes ); and

  • (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

  • (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

==> picture [559 x 79] intentionally omitted <==

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:

  • (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);

  • (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;

  • (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 );

  • (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

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

The pro-forma Statement of Financial Position is:

  • (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

  • (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;

  • (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;

  • (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;

  • (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;

  • (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

==> picture [559 x 79] intentionally omitted <==

  • (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

==> picture [559 x 79] intentionally omitted <==

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;

  • (b) noteholders elect to convert all Series 2 Notes;

  • (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

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

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 as
set 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 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).
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

==> picture [559 x 79] intentionally omitted <==

•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

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

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.

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

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

==> picture [559 x 79] intentionally omitted <==

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