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CVC LIMITED — Capital/Financing Update 2007
Mar 1, 2007
64728_rns_2007-03-01_fa1f1e45-1cc2-4bad-a8e1-13dbd712152b.pdf
Capital/Financing Update
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2 March 2007
Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 2000
By: e-lodgement
Attention: Company Announcements
Share Purchase Plan
Please find attached a booklet providing details of the Share Purchase Plan (SPP) that was announced by CVC Limited (ASX Code: CVC) on 16 February 2007.
The SPP will allow eligible shareholders to purchase up to 2,500 CVC ordinary shares without brokerage and transaction costs at an issue price of \$2.00 per share, being the same price as institutional and sophisticated investors paid in the recent placement of ordinary shares that was announced by CVC on 16 February 2007.
The key dates for the SPP are as follows:
| Opening Date for SPP | 5 March 2007 |
|---|---|
| Closing Date for SPP | 30 March 2007 |
| Allotment date for shares | 3 April 2007 |
| Share trading date | 10 April 2007 |
Please find attached further details of the SPP.
Alexander Beard Director
2 March 2007
CVC LIMITED SHARE PURCHASE PLAN OFFER AT A GLANCE
Key dates
| Announcement Date | 16 February 2007 Share Purchase Plan announced to the market |
|---|---|
| Record Date | 7.00pm 19 February 2007 Date for determining Eligible Shareholders |
| Opening Date | 5 March 2007 Share Purchase Plan opens |
| Closing Date | 30 March 2007 Share Purchase Plan closes at 4.00pm on this date |
| Allotment Date | 3 April 2007 Shares to be issued under Share Purchase Plan are allotted |
| Despatch Date | 3 April 2007 Allotment notices or holdings statements despatched to successful applicants |
| Quotation Date | 10 April 2007 Shares may be traded on ASX |
Dates are indicative only and CVC retains the right to vary these dates without advance notice.
Key offer details
| Application Amount | \$1,000 | \$2,000 | \$3,000 | \$5,000 |
|---|---|---|---|---|
| Issue Price | \$2.00 | \$2.00 | \$2.00 | \$2.00 |
| Number of Shares | 500 | 1.000 | 1.500 | 2,500 |
Important Notice
These materials do not constitute an offer of securities for sale in any place outside Australia and this offer is only made to CVC shareholders as at the Record Date with a Registered Address in Australia. The Share Purchase Plan may be varied, suspended or terminated by the Board at any time at the Board's absolute discretion without advance notice. Neither the Company nor the Board accepts or assumes any liability to shareholders by reason of variation, suspension or termination of the Plan. The acquisition of Shares in the Company under the Plan will have different ramifications depending upon the circumstances of each Eligible Shareholder. Eligible Shareholders wanting to participate in the Plan should obtain independent advice in relation to the taxation consequences of an investment under the Plan. CVC reserves the right to refuse any application made, for example, if a cheque is returned unpaid or if the application form has not been properly completed or where there are grounds for believing that the applicant is not acting in good faith or if holdings have been split into smaller parcels for the purpose of multiple applications under the Plan. Application forms received after the Closing Date will not be accepted.
CVC LIMITED SHARE PURCHASE PI AN QUESTIONS AND ANSWERS
What is the Share Purchase Plan?
The Share Purchase Plan ('Plan') being offered by CVC Limited provides Eligible Shareholders with the opportunity to purchase additional Shares in the Company at a price that may be at a discount to the market price and without incurring brokerage and transaction costs. The Plan will be offered under the Plan Rules which contains the terms and conditions. (see following Terms and Conditions) as well as some important definitions. Shares issued under the Plan will rank equally in every respect with existing issued fully paid Shares and will be eligible to participate in all dividends paid after the date of issue.
Why is CVC Limited issuing more Shares?
CVC is issuing shares for the purpose of expanding its investment portfolio for execution of its business plan. Specifically to:
- Acquire the consumer foods division of Green's Foods;
- Pursue identified private equity opportunities;
- Pursue identified direct property opportunities:
- Continue development of existing assets such as Ron Finemore Transport; and
- Acquire / merge with existing equities manager to manage and grow listed share portfolio
Am I an Eligible Shareholder?
All CVC shareholders as at the Record Date with a registered address in Australia are eligible to participate in the Plan. The Company is not making this offer to shareholders in countries outside Australia.
Are Eligible Shareholders required to participate in the Plan?
Participation in the Plan is optional for Eligible Shareholders. In the event that an Eligible Shareholder wants to participate in the Plan, it may purchase Shares in accordance with the Plan Rules up to the Maximum Application Amount. Before deciding on whether to participate in the Plan, and in particular before completing any application for Shares, you should consider the Company's latest financial statements and, if necessary, consult your financial adviser.
How much can Linyest under the Plan?
Shareholders may subscribe for Shares up to the Maximum Application Amount, being \$5,000. The Maximum Application Amount is calculated using the Issue Price so that the number of Shares subscribed for, multiplied by the Issue Price, must not exceed \$5,000.
What is the Issue Price?
The Issue Price is \$2.00 per share. The Issue Price will not change during the Offer Period.
CVC LIMITED SHARE PURCHASE PLAN QUESTIONS AND ANSWERS
What risks are associated with investing under the Plan?
The market price for the Company's Shares may change between the Opening Date and the Allotment Date, but the Issue Price will not change during this period. If the market price of Shares falls below the Issue Price you may be financially disadvantaged by purchasing Shares under the Plan. You may choose not to participate in the Plan.
When can I sell Shares purchased under the Plan?
Shares issued under the Plan may be sold or transferred on the ASX at any time after quotation. The Company will apply for quotation of all Shares issued under the Plan on the Official List of the ASX Limited following the processing of those Applications received from Eligible Shareholders before the Closing Date. The Quotation Date is expected to be 10 April 2007.
How do I apply for Shares under the Plan?
Eligible Shareholders can subscribe for Shares under the Plan by completing the personalised Application Form enclosed with this document and return it in the reply paid envelope provided, accompanied with a cheque in payment of the Subscription Amount before 4.00pm (Sydney time) on the Closing Date as follows:
Gould Ralph Ptv Limited Level 42 259 George Street Sydney NSW 2000
What is the Subscription Amount?
The Subscription Amount is either \$1,000, \$2,000, \$3,000 or \$5,000 at the election of the applicant.
How many Shares will I receive?
Eligible Shareholders will receive the number of Shares applied for up to the Maximum Application Amount, subject to the Company undertaking a Scaleback. The Company may, in its absolute discretion, undertake a Scaleback.
Contact us
If you have any further queries in relation to the Plan, please contact John Hunter on 02 9807 8000.
$\ddagger$ OFFER TIMETABLE
- $1.1$ The Offer is dated and taken to be made on 2 March 2007.
- $1.2$ The Offer opens on 5 March 2007 ('Opening Date').
- $1.3$ Only those shareholders recorded in the Share Register as at 7.00pm on 19 February 2007 ('Record Date') will be eligible to participate in the Plan.
- It is intended that the Offer will close at 4.00pm (Sydney time) on 30 March 2007 $14$ ('Closing Date'). All Application Forms and payment of the Subscription Amount must be received by the Share Registry before the Closing Date.
- $1.5$ It is intended that Shares will be allotted on or about 3 April 2007 ('Allotment Date').
- Any Scaleback will be announced on the Allotment Date. CVC Limited expects refund $1.6$ cheques, or if shareholders have provided bank account details payments will made electronically, in payment of any Scaleback amount will be despatched on or about 3 April 2007 ('Scaleback Refund Date').
- $17$ CVC Limited anticipates trading of Shares issued under the Plan on the ASX will commence on 10 April 2007 ('Quotation Date').
- $1.8$ CVC Limited has the discretion to change, at any time, any of these dates, regardless of whether the Offer has opened or Applications have been received.
$\overline{2}$ PARTICIPATION IN THE PLAN
- $2.1$ Participation in the Plan is subject to these Rules. The Offer made under this Plan is made only to Eligible Shareholders.
- $22$ The Offer is non-renounceable
- $2.3$ The Board may refuse to accept or may suspend or withdraw any Application if that Application might:
- $(i)$ prejudice the effective operation of the Plan; or
- $(ii)$ give rise to breaches of applicable laws by CVC Limited or its officers or by the Participants or their associates: and
- may reject any Application if it has reason to believe that the Participant $(iii)$ concerned may not be acting in good faith.
- $2.4$ It is the responsibility of each Eligible Shareholder to obtain any necessary approvals to enable them to participate in the Plan.
- 2.5 The Directors are entitled (but not obliged) to refuse an Application where an Eligible Shareholder has, in the opinion of the Directors, split a shareholding, or acquired Shares as part of such a split, in order to attempt to increase the number of Shares that may be allotted under the Plan to that Eligible Shareholder or another person.
$\mathbf{R}$ APPLICATION TO PARTICIPATE
- $3.1$ An Eligible Shareholder may apply to CVC Limited to participate in the Plan by completing the Application Form and returning it to the Share Registry before the Closing Date.
- Applications under 3.1(a) must specify the dollar amount for the number of Shares $3.2$ applied for, being either \$1,000, \$2,000, \$3,000 or \$5,000 of shares at the Issue Price, and be accompanied by a cheque in payment of this amount.
- $3.3$ Shares issued under the Plan will be issued at the Issue Price and credited as fully paid.
- $34$ The issue price is \$2.00 per share, which represents a 17.7% discount to the average price at which shares traded on ASX in the last 5 days prior to 16 February 2007 on which trades were recorded.
OPERATION OF THE PLAN 4
- An Eligible Shareholder who elects to participate in the Plan shall be deemed to have: $4.1$
- $(i)$ confirmed, in relation to all Shares applied for under the Plan, that he or she does not make the Application for any other person in circumstances which might involve any breach of securities laws of any jurisdiction other than Australia; and
- $(ii)$ agreed to be bound by the Company's Constitution in respect of all the Shares issued to the Eligible Shareholder under the Plan.
5 SHARES ISSUED UNDER THE PLAN
- $5.1$ Shares issued under the Plan will rank equally in all respects with existing Shares.
- 52 Shares issued to Eligible Shareholders under the Plan will be registered on the Share Reaister.
- $5.3$ CVC Limited will promptly, following the allotment and issue of Shares under the Plan:
- $(i)$ apply to the ASX for admission to the Official List; and
- $(ii)$ send an allotment notice in respect thereof to the relevant Shareholder at his or her Registered Address.
6 COST TO PARTICIPANTS
- Subject to sub-clause 6.2 no brokerage, commission or other transaction costs will be $6.1$ payable by an Eligible Shareholder in respect of Shares issued under the Plan.
- 62 In the event of a change in legislation so that at the date of any allotment or issue stamp duty or any other tax or duty is payable in respect thereof, the amount of such stamp duty or other tax or duty shall be paid by the Eligible Shareholder to whom the Shares are issued and, in respect of each such Share, included in the calculation of the Issue Price
$\overline{7}$ NON-PARTICIPATION
$7.1$ Participation in the Plan is voluntary. It shall be a matter for each Eligible Shareholder to determine whether or not they make an Application for Shares under the Plan.
8 SCALEBACK
- $8.1$ CVC Limited may, in its absolute discretion, undertake a Scaleback to the extent and in the manner it sees fit.
- 82 If CVC Limited undertakes a Scaleback, the difference between the value of the Shares allotted and the number of Shares applied for at the Issue Price will be refunded by cheque mailed on the Scaleback Refund Date or if the shareholder has provided their bank account details, by electronic payment.
APPLICATIONS AND NOTICES 9
- $9.1$ Applications and notices for the purposes of the Plan shall be in writing in such form and lodged at such place as CVC Limited and the Share Registry may from time to time require.
- 92 Applications and notices (other than notices of death, bankruptcy or liquidation) in respect of Shares registered in joint names shall be completed by all registered holders of those Shares who wish to subscribe for Shares.
- 9.3 Applications and notices will take effect on and from the date on which they are received by the Share Registry provided that an application to participate in the Plan is not effective until it has been accepted by the Board.
- 94 The Company has an absolute discretion:
- to accept and treat as valid an Application Form which does not satisfy $(i)$ the provisions of clause 9.1; and
- to reject and treat as invalid an Application Form where the Directors $(i)$ have determined acceptance of the application form would or might prejudice the effective operation of the Plan or would or might otherwise be contrary to the laws of any country.
- 9.5 The Company will be under no obligation to correct or amend defective Application Forms on behalf of Shareholders.
10 BOARD'S POWERS IN RELATION TO THE ADMINISTRATION, VARIATION, SUSPENSION OR TERMINATION OF THE PLAN
- $10.1$ The Plan will be administered by the Directors who have the power to:
- $(i)$ determine appropriate procedures for administration and implementation of the Plan consistent with the Plan Rules of the Plan and to settle any difficulty which may arise generally or in a particular case, in regard to the Plan as the Directors think fit and their determination will bind all shareholders and other persons to whom the determination relates:
-
resolve conclusively all questions of fact or interpretation in connection $(ii)$ with the Plan; and
-
$(iii)$ delegate to any one or more persons for such period and on such conditions as they may determine, the exercise of their powers or discretions arising under the Plan, but not including any powers under clause 10.4.
- $10.2$ The Company and its officers and employees will not be held responsible or liable for any error or omission which occurs in the administration of the Plan.
- $10.3$ The Board may vary administrative procedures to be followed in respect of the implementation of the Plan. The procedures may be varied at any time by the Board having regard to the ASX or ASIC requirements.
- $10.4$ The Board may:
- $(i)$ at any time modify, vary or amend the Plan;
- $(ii)$ suspend the operation of the Plan from time to time for any period; or
- terminate the Plan at any time without any need for giving advance notice $(iii)$ to shareholders.
11 TAXATION
$11.1$ CVC Limited makes no representations or warranties in respect of, and accepts no responsibility for, the liability of Eligible Shareholders to pay income tax in respect of any issue of Shares, payment or other transaction pursuant to this Plan.
$12°$ DEFINITIONS AND INTERPRETATIONS
$12.1$ When used in these Rules, the words listed will, except to the extent that the context otherwise requires, have the following meanings:
'Application' means an application for Shares under this Plan.
'Application Form' means a personalised application form pursuant to which Eligible Shareholders may apply for Shares under the Plan.
'ASIC' means the Australian Securities and Investments Commission.
'ASX' means the ASX Limited.
'Board' means the board of directors of CVC Limited.
'Constitution' means the constitution or the memorandum and articles of association of CVC Limited.
'CVC' and 'Company' means CVC Limited ABN 34 002 700 361.
Eligible Shareholder' means a shareholder in CVC Limited as at the Record Date with a Registered Address in Australia.
'Issue Price' means the price at which new Shares will be allotted in accordance with subclause 3.4.
'Maximum Application Amount' means \$5,000.
'Offer' means the offer to acquire shares under this Plan.
'Offer Period' means the period beginning on the Opening Date and ending at 4.00pm (Sydney time) on the Closing Date.
'Plan Rules' or 'Rules' means these rules.
'Plan' means the CVC Limited Share Purchase Plan.
'Registered Address' means the address of an Eligible Shareholder as shown in the Share Register.
'Scaleback' means a reduction in the number of shares issued to an applicant. CVC Limited has full discretion in deciding whether to scaleback Applications.
'Share Register' means the register of all shareholders maintained by the Share Registry.
'Share Registry' means Computershare Investor Services Pty Limited.
'Share' means a fully paid ordinary share in CVC Limited.
'Subscription Amount' means \$1,000, \$2,000, \$3,000 or \$5,000, at the election of the applicant.
- $12.2$ Words importing the singular include the plural and vice versa, words importing any gender include other genders and 'person' includes a corporation.
- $12.3$ Headings are for convenience only and do not affect the interpretation.
- $12.4$ Any reference to time shall mean the time in Sydney, Australia.

Share Purchase Plan Application Form
Record Date: Expected Allotment Date Price Per Share: Holder Number: Sub-Register:
7pm 19 February 2007 3 April 2007 \$2.00
Before completing this Application Form, you should read the terms and conditions of the Share Purchase Plan contained in the letter dated 2 March 2007 and the instructions overleaf.
By accepting the Offer, you agree to be bound by the terms and conditions of the Offer and the Constitution of CVC Limited

4 Application for Shares
I/we being the above mentioned, being registered as ordinary shareholder(s) in CVC Limited as at 7,00pm on the record date of 19 February 2007, do hereby apply for the number of ordinary shares in CVC Limited as indicated below at an issue price of \$2.00 per share issued in accordance with the terms and conditions of the CVC Limited Share Purchase Plan.
I/we certify that the total cost of shares purchased by us (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest/s) under the Share Purchase Plan or under any other similar arrangement in the 12 months prior to this application, does not exceed \$5,000.
I/We apply for (tick one box)
| А A\$1,000 |
в OR |
A\$2,000 0R |
A\$3,000 | OR | D A\$5,000 |
|
|---|---|---|---|---|---|---|
| in CVC Limited or such lesser number of Shares which may be allocated to me/us by the Directors. | ||||||
| Payment Details Please enter the details of your cheque or money order in the boxes provided below. |
||||||
| I/We lodge in full application monies of: \$ | For the above Shares | |||||
| Cheque or Money Order Number | BSB Number | Account Number | ||||
| Cheque or money order amount must correspond with the amount ticked at A, B, C or D above |
A\$ |
Cheques or money orders should be drawn in Australian currency, made payable to "CVC Limited " and crossed "Not Negotiable". Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected.
3 Contact Details
Telephone number where we may contact you during business hours:
Name (PRINT)
Daytime telephone number
Return this completed form along with your cheque using the enclosed reply paid envelope to Gould Ralph Pty Limited, Level 42, 259 George Street, Sydney NSW 2000
| Offer closes 4.00 pm Sydney time 30 March 2007 | |||
|---|---|---|---|
DECLARATION AND STATEMENTS:
By lodging this Form:
- I/We declare that all details and statements made by me/us are complete and accurate;
- I/We agree to be bound by the terms and conditions set out in the Share Purchase Plan and by the Constitution of CVC Limited
- I/We authorise CVC Limited to complete and execute any documentation necessary to effect the issue of Shares to me/us: and
- I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in CVC Limited and that no notice of acceptance of the application will be provided.
How to complete this Application Form:
Read carefully the Terms and Conditions of the Share Purchase Plan (SPP) provided with this Application Form. If you do not understand the Terms and Conditions or if you have any doubts about what to do, please consult your stockbroker, accountant or other professional adviser.
If you wish to participate in the SPP:

Decide the value of the shares you wish to apply to purchase.
- Tick one box corresponding to the parcel of shares you wish to apply to purchase.
- do not tick more than one box
- do not cross out the amounts next to the boxes and replace them with another amount.
- Read the acknowledgement underneath the boxes. by applying for shares under the SPP, you are giving this acknowledgement.
- do not apply for more than A\$5,000 worth of shares.
2 Payment Details
Fill out the correct amount of the cheque or money order.
the amount of the cheque or money order in part 2 of this Application Form must be the same as the box you have ticked in part 1 of the Form
Write a cheque or obtain a money order.
- make the cheque or money order payable to "CVC Limited".
- the date of the cheque should be the date you fill it in. Do not post-date the cheque.
- the cheque or money order must be for the same amount as the box you have ticked in part 1 of the Form and the amount you have filled out in part 2 of the Form.
- cross the cheque "Not Negotiable". Do not forget to sign the cheque.
8 Contact Details
- Fill in your telephone number and name.
- we may need to contact you, for example, if you have not filled in this application form correctly.
4. Lodgement Instructions
The completed SPP Application Form should be forwarded with your payment to reach the Company's share registry by 4.00pm (Sydney time) on 30 March 2007 addresses below. If you are returning your SPP Application Form by post, you should allow sufficient time for collection and delivery by postal services. The postal acceptance rule does not apply. Your form cannot be faxed to the Company's share registry as a cheque or money order payment must be attached in your SPP Application Form.
MAILING ADDRESS
Share Registry Gould Raiph Pty Limited Level 42 259 George Street Sydney, NSW 2000
Return this form and cheque or money order in the enclosed business reply paid envelope provided.
Please note that Chapter 2C of the Corporations Act 2001 requires information about shareholders (name, address and details of shareholding) to be included in CVC Limited's public register. This information must continue to be included in CVC
Limited's public register if you cease to be a shareholder. These statutory obligations are not Amendment (Private Sector) Act 2000. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding.