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DATADOT TECHNOLOGY LIMITED — Capital/Financing Update 2009
Mar 23, 2009
64764_rns_2009-03-23_a9d9e22d-eaed-4d46-940f-8ef27274aaf6.pdf
Capital/Financing Update
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24 March 2009
The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000
Dear Sir/Madam
DataDot Technology Limited (ASX Code: DDT) First 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 5pm (Sydney time) on 14 April 2009 ( Record Date ), with each share being issued at an issue price of $0.01 to raise up to $1,720,141.
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.
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 and without a Product Disclosure Statement being prepared for the Rights Offer.
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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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It complies with the conditions set out in subsections 708AA(2)(a) to (e) of the Act as follows:
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a. the Rights Offer is a rights issue as defined in the Act;
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b. the Company’s ordinary shares are quoted securities at the time at which the offer will be made;
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c. trading on the stock market conducted by ASX Limited in that class of securities referred to in (b) above (being the ordinary shares in the capital of the Company) was
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not suspended for more than a total of 5 days during the shorter of the following periods:
- i. the period during which the class or securities is quoted; and
- ii. the period of 12 months before the day on which the offer is made;
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d. no exemption under section 111AS or 111AT of the Act covered the Company, or any person as director or auditor of the Company, at any time during the relevant period referred to in paragraph (c); and
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e. no order under section 340 or 341 of the Act covered the Company, or any person as a director or auditor of the Company, at any time during the relevant period referred to in paragraph (c).
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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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For the purpose of sections 708AA(8) and (9) of the Act as notionally modified by CO 08/35 the Company advises that there are no matters requiring disclosure.
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If all 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 shareholders in the Company do not take up their entitlements under the offer, then the Underwriter will subscribe for of 100% of any short fall shares in accordance with the Underwriting Agreement between the Company and the Underwriter, in addition to taking up its entitlement under the Rights Issue.
The potential effect of the issue of shares under the Rights Issue on the control of the Company is illustrated below (taking into account the underwritten placement being conducted by the Underwriter):
If the Underwriter fully places the shares in the placement.
| If the offer is fully subscribed by | No effect on control. |
|---|---|
| shareholders | |
| If the rights offer is subscribed to the extent | The Underwriter’s shareholding would |
| of 50% by shareholders and the | increase from 0% to 25%. |
| Underwriter fully subscribes to its | |
| entitlement | |
| If the rights offer is subscribed by no | The Underwriter’s shareholding would |
| shareholders other than the Underwriter | increase from 0% to 50%. |
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If the Underwriter places 50% of the shares in the placement.
| If the offer is fully subscribed byshareholders | No effect on control. |
|---|---|
| If the rights offer is subscribed to the extentof 50% by shareholders and theUnderwriter fully subscribes to itsentitlement | The Underwriter’s shareholding wouldincrease from 6.5% to 31.5%. |
| If the rights offer is subscribed by noshareholders other than the Underwriter | The Underwriter’s shareholding wouldincrease from 6.5% to 53.2%. |
If the Underwriter places 0% of the shares in the placement.
| If the offer is fully subscribed byshareholders | No effect on control. |
|---|---|
| If the rights offer is subscribed to the extentof 50% by shareholders and theUnderwriter fully subscribes to itsentitlement | The Underwriter’s shareholding wouldincrease from 13% to 28.6%. |
| If the rights offer is subscribed by noshareholders other than the Underwriter | The Underwriter’s shareholding wouldincrease from 13% to 56.5%. |
A further notice under section 708AA(2) of the Act will be lodged with the ASX within the 24-hour period before the Letter of Offer and the Entitlement and Acceptance Forms are sent to shareholders, as required by section 708AA(2)(f) of the Act.
By the order of the Board
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Graham Loughlin Company Secretary
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