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DATADOT TECHNOLOGY LIMITED — Capital/Financing Update 2009
Apr 19, 2009
64764_rns_2009-04-19_14a7c810-d141-42d2-92fe-50409492a9b4.pdf
Capital/Financing Update
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20 April 2009
The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000
Dear Sir/Madam
DataDot Technology Limited (ASX Code: DDT) Second Cleansing Notice
Notification under section 708AA(2)(f) of the Corporations Act 2001 (Cth)
This notice is given by Datadot Technology Limited ( Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Act ) as modified by the Australian Securities and Investments Commission Class Order 08/35 ( CO 08/35 ).
The Company has announced a fully underwritten, non renounceable entitlement offer ( Rights Offer ) on the basis of an entitlement to subscribe for one ordinary share for every one ordinary share held as at 7pm (Sydney time) on 14 April 2009 ( Record Date ), with each share being issued at an issue price of $0.01 to raise a total of $1,720,141.
Shareholders with registered addresses outside of Australia, New Zealand and Singapore ( Excluded Shareholders ) are not entitled to participate in the Rights Offer. The Company has determined, in accordance with the Act and Rule 7.7 of the Listing Rules of ASX Limited ( Rules ) that it would be unreasonable to make the offer to Excluded Shareholders having regard to the number of Excluded Shareholders in each country other than Australia, New Zealand and Singapore, the number and value of the shares that would be offered to them and the cost of complying with the legal requirements in countries other than Australia, New Zealand and Singapore.
The offer is fully underwritten by KTM Capital Pty Limited ( Underwriter ) to the extent that it will subscribe for up to a maximum of 100% of the shares offered under the Rights Offer. The minimum amount to be received by the Company pursuant to the Rights Offer will accordingly be $1,720,141.
A letter of offer, a copy of which has been lodged with this notice, will be sent to shareholders together with an entitlement and acceptance form.
The Company advises that:
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It will offer the shares in the Rights Offer without disclosure to investors under part 6D.2 of the Act.
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This notice is being given under section 708AA(2)(f) of the Act as modified by CO 08/35.
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As at the date of this notice, the Company has complied with the provisions of:
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(a) Chapter 2M of the Act as they apply to the Company; and
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(b) Section 674 of the Act.
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As at the date of this notice, and other than as set out in this notice, and for the purpose of sections 708AA(8) and (9) of the Act as notionally modified by CO 08/35 the Company advises that there is no information:
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(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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(ii) the rights and liabilities attaching to the Shares.
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If all Eligible Shareholders in the Company take up their entitlements under the offer, then the issue of shares pursuant to the Rights Issue will have no effect on the control of the Company.
If all Eligible Shareholders in the Company do not take up their entitlements under the offer, then the Underwriter will subscribe for 100% of any short fall shares in accordance with the Underwriting Agreement between the Company and the Underwriter.
The Underwriter, under the terms of the Underwriting Agreement, has the exclusive right to nominate subscribers for all of the Shortfall Shares and may appoint a sub underwriter to sub underwrite up to the total number of Underwritten Shares. The Company has not been notified by the Underwriter that it has appointed a sub underwriter.
The potential effect the issue of the shares under the Rights Issue on the control of the Company is illustrated below:
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| If the Rights Offer is fully subscribed by Eligible Shareholders |
No effect on control. |
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| If the Rights Offer is subscribed to the extent of 50% by Eligible Shareholders and the Underwriter fully subscribes to its entitlement |
The Underwriter’s shareholding would increase from 0% to 25%. |
| If the Rights Offer is subscribed by no Eligible Shareholders other than the Underwriter |
The Underwriter’s shareholding would increase from 0% to 50%. |
The Underwriter is a professional investment services provider. The Company has been advised by the Underwriter that, if it controls the Company, it has no present intention to become actively involved in management of the Company nor has any present intention to effect any changes to the operation of the Company and it has no present intention to seek to appoint a director to the board.
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On 16 April 2009 the Company issued proceedings against Mr Ian Allen and Mr John Richards seeking to restrain the defendants from, amongst other things, producing, selling or marketing a product which the Company believes is in breach of the defendants' contractual obligations to the Company. The Company believes that its position in respect of the action is strong however with any litigation there is a risk of an adverse outcome for the Company.
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The Company announced on 16 April 2009 that the statutory demand served on it by a former employee, and announced by the Company on 7 April 2009, had been withdrawn. The remaining action by the former employee against the Company, again as announced on 7 April 2009, remains on foot. The Company is confident of defending the action however with any litigation there is a risk of an adverse outcome for the Company.
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The capital structure of the Company on completion of the Rights Issue will be as follows:
| Existing Shares at the date of this notice Total Shares offered under the Rights Issue Total issued Shares on completion of the Rights Issue |
172,014,102 172,014,102 |
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| 344,028,204 |
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Dated 20 April 2009
By order of the Board Graham Loughlin Company Secretary
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