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DATADOT TECHNOLOGY LIMITED — Merger & Acquisition 2009
Jul 1, 2009
64764_rns_2009-07-01_2b4bbf08-b7d8-4155-b70c-951a0e868eb4.pdf
Merger & Acquisition
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DataDot Technology Limited
ABN 54 901 908 726
Stock Exchange Announcement
2 July , 2009
Letter of Offer
Attached to this announcement is the Letter of Offer issued today by DataDot Technology Limited on behalf of T M Consulting Pty Ltd and Bannaby Investments Pty Ltd pursuant to orders made by the Takeovers Panel.
Graham Loughlin Company Secretary
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Letter of Offer
OFFER BY DATADOT TECHNOLOGY LIMITED (ACN 091 908 726) (DATADOT)
on behalf of
TM CONSULTING PTY LTD (ACN 074 776 793)
AND
BANNABY INVESTMENTS PTY LTD (ACN 085 587 373)
TO SHAREHOLDERS OF DATADOT WHO HELD SHARES IN DATADOT ON THE RECORD DATE[∗] TO PURCHASE A TOTAL OF 75,174,098 SHARES
AT $0.01 per Share
CLOSING DATE: 16 July 2009
If you do not lodge an Acceptance Form and a Transfer Form together with payment by 5.00pm (Sydney time) on 16 July 2009 you will not be able to participate in the Offer.
∗ Record Date is defined as 7.00pm (Sydney time) on 14 April 2009
IMPORTANT NOTICE
Definitions of certain terms used in this Letter of Offer appear in the definitions section of this letter.
Offer
This Letter of Offer is dated 2 July 2009 and contains an offer by the Company on behalf of TM Consulting Pty Ltd and Bannaby Investments Pty Ltd to Shareholders of the Company as at 7pm (Sydney time) on 14 April 2009 whose registered addresses are in Australia, New Zealand and Singapore. The Company is acting as the agent for the Sub-Underwriters (TM Consulting Pty Ltd and Bannaby Investments Pty Ltd) in respect of the Offer in accordance with the Panel Orders. The information contained in this Letter of Offer is important and should be read in full.
Acceptance Forms
The Offer of Shares in this Letter of Offer is only available for acceptance by Eligible Shareholders. This Letter of Offer does not constitute an offer in any place which, or to any person whom, it would not be lawful to make such an offer. Eligible Shareholders are responsible for ensuring that acquiring Shares pursuant to the Offer does not breach regulations in the relevant overseas jurisdiction.
Eligible Shareholders will receive an Acceptance Form and Transfer Form with this Letter of Offer. Return of a duly completed Acceptance Form and Transfer Form will constitute a representation that there has been no breach of such regulations.
Eligible Shareholders should rely upon their own knowledge of the Company, refer to disclosures made by it to the ASX, and refer to their professional advisers before deciding whether to accept the Offer.
Foreign Jurisdictions
Where the Letter of Offer has been despatched to a Shareholder domiciled outside Australia, New Zealand or Singapore and where that country’s securities code or legislation prohibits or restricts in any way, the making of the Offers contemplated by the Letter of Offer, the Letter of Offer is provided for information purposes only. Any failure to comply with such prohibitions or restrictions may constitute a violation of applicable securities laws. This Letter of Offer does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make the Offer. No action has been taken to register this Letter of Offer or the Shares, or to otherwise permit an offering of the Shares, in any jurisdiction outside of Australia, New Zealand or Singapore.
No recommendation
The Offer does not take into account the investment objectives, financial situation and particular needs of any person. Neither TM Consulting Pty Limited nor Bannaby Investments Pty Limited makes any recommendation or provides any advice to Eligible Shareholders in relation to the Offer.
Not a disclosure document
This Letter of Offer does not constitute a prospectus or other disclosure document under the Corporations Act. It does not contain, and is not intended to contain, all information investors and their professional advisers would reasonably require to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company. The Sub-Underwriters have undertaken no due diligence investigations in relation to
the Company. Each of the Sub-Underwriters expressly disclaims any liability to any person in relation to any loss that person may suffer as a result of applying to acquire or acquiring SubUnderwritten Shares under this Letter of Offer.
As this Letter of Offer does not constitute a prospectus or other disclosure document issued under Chapter 6D of the Corporations Act, it does not contain, and is not required to contain, any substantive information regarding the Company.
The Company is a disclosing entity within the meaning of the Corporations Act and is, and has for the past 12 months been, subject to the regular reporting and disclosure obligations. The Sub-Underwriters have not undertaken any investigations in the context of this Offer to determine whether the Company has complied with its regular reporting and disclosure obligations.
Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC. Copies of documents lodged with ASX may also be obtained from the ASX website at www.asx.com.au. The Sub-Underwriters make no representation as to the accuracy and completeness of any documents that the Company has lodged with ASIC or ASX.
Privacy
The Company collects information about each Applicant provided on an Acceptance Form and Transfer Form for the purposes of processing the application and, if the application is successful, to administer the Applicant’s security holding in the Company.
By submitting an Acceptance Form and Transfer Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Acceptance Form and the Transfer Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Sub-Underwriters, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.
If you do not provide the information required on the Acceptance Form and the Transfer Form, the Company may not be able to accept or process your application.
An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. Access requests must be made in writing to the Company’s registered office.
BACKGROUND TO THIS OFFER
This Offer is being made by TM Consulting Pty Ltd and Bannaby Investments Pty Ltd (the Sub Underwriters ) pursuant to orders made by the Takeovers Panel on 17 June 2009.
1. Panel proceedings and declaration of unacceptable circumstances
On 17 June 2009 the Panel made a declaration of unacceptable circumstances and made final orders in relation to an application dated 26 May 2009 from Mr William Cleugh, a shareholder of DataDot in relation to DataDot’s affairs.
2. Background
As announced by DataDot on 24 March 2009, DataDot undertook a 1 for1 nonrenounceable rights issue at 1 cent per share ( Rights Issue ). The Rights Issue was underwritten by KTM Capital Pty Ltd, of whom Mr Tod McGrouther and Mr Keith Kerridge are the directors. The Rights Issue was sub-underwritten by TM Consulting Pty Limited, a company controlled by Tod McGrouther and his wife, and Bannaby Investments Pty Limited, a company controlled by Keith Kerridge. Following the sub-underwriting TM Consulting had a relevant interest in 17.2% of DataDot and Bannaby Investments had a relevant interest in 19.7% of DataDot.
3. Declaration
The Panel considered that the circumstances were unacceptable because, among other things:
-
(a) all reasonable steps to minimise the potential control effects of the rights issue were not taken, specifically:
-
(i) no facility was offered for shareholders to take up shares in excess of their entitlement; and
-
(ii) no enquiries were made of any persons other than the Sub Underwriters to sub-underwrite the Rights Issue after the decision was made to revise the rights issue offer price to 1 cent per share;
-
(b) the control effect of the Rights Issue was material because the Panel considered that the Sub Underwriters were associates in relation to the affairs of DataDot;
-
(c) the disclosure of the potential control effects and sub-underwriting arrangements in the letter of offer was insufficient and misleading; and
-
(d) the Sub Underwriters had failed to comply with their substantial holding notice obligations.
4.
Orders
The Panel has made orders to the effect that:
-
(a) The Sub Underwriters divest shares they received as sub-underwriters of the Rights Issue so that shareholders who were originally entitled to participate in the Rights Issue are offered:
-
the opportunity to acquire as many shares as is necessary for them to take up what was their full original entitlement in the rights issue (if applicable); and
-
shares in excess of their entitlement;
-
(b) applications to participate in the excess shares are scaled back by Datadot on a reasonable and fair basis;
-
(c) the letter of offer for the sale discloses, among other matters, the possible control effect of the sub-underwriting on DataDot; and
-
(d) that the Sub Underwriters correct their respective substantial shareholder notices to reflect that they are associates and to attach a copy of the relevant subunderwriting agreements.
DETAILS OF THE OFFER
1. The Offer
The Company is acting as the agent for the Sub-Underwriters (TM Consulting Pty Ltd and Bannaby Investments Pty Ltd ) in respect of the Offer in accordance with the Panel Orders.
The Sub-Underwriters are offering to sell a total of 75,174,098 Shares to shareholders who are registered as at the Record Date, at a price of $0.01 per Share.
The Offer is open for acceptance until 5.00pm (Sydney time) on 16 July 2009. If you do not lodge an Acceptance Form and a Transfer Form together with payment by 5.00pm (Sydney time) on 16 July 2009 you will not be able to participate in the Offer . For further details on what you need to do to accept the Offer see below.
2. Status of the Offer
Notwithstanding its description as an Offer, the offer made by the Sub-Underwriters to Shareholders does not constitute an offer which is capable of acceptance by Shareholders. Delivery of a completed and executed Acceptance Form and Transfer Form constitutes an offer by the relevant shareholder to acquire the Sub-Underwritten Shares which may be accepted by the Sub-Underwriters. The Sub-Underwriters have no obligation to accept such an offer to the extent that acceptance of that offer from a shareholder would constitute a breach of Chapter 6 of the Corporations Act. Subject to compliance with the Chapter 6 of the Corporations Act and the scale back to be undertaken by the Company referred to below, the Sub-Underwriters will accept offers to acquire Sub-Underwritten Shares.
3. Entitlement to participate in the Offer
All shareholders who were Eligible Shareholders for the purposes of the Rights Issue are entitled to participate in the Offer.
For the purposes of the Rights Issue, the Record Date was 7pm (Sydney time) on 14 April 2009. Only Eligible Shareholders who were registered as the holders of Shares on the Record Date are entitled to participate in this Offer.
4. Allocation of Shares pursuant to Offer
The Offer is made on the following basis:
-
(a) In the First Round Offer, to any Eligible Shareholder who did not take up their full entitlement in the Rights Issue are offered as many Sub-Underwritten Shares as is necessary for them to take up what were their full original entitlements; and
-
(b) In the Second Round Offer, to any Eligible Shareholder wishing to apply for further Sub-Underwritten Shares.
If the number of Sub-Underwritten Shares applied for in the Second Round Offer exceeds the total of the Sub-Underwritten Shares available (being the total SubUnderwritten Shares less any Sub-Underwritten Shares accepted in the First Round
Offer), the Sub-Underwritten Shares will be scaled back reasonably and fairly, having regard to the number of Applicants, Shares applied for and their shareholdings at the close of the Rights Issue. For the avoidance of doubt:
-
(a) the Corporations Act limits apply to the acquisition of Sub-Underwritten Shares under the Offer;
-
(b) the Sub-Underwriters may participate in the Second Round Offer on the basis that they are associates and therefore their aggregate holding will not exceed 20%; and
-
(c) shareholders who accept for Shares in the First Round Offer are treated as if they had subscribed for those Shares pursuant to the Rights Issue.
Within 5 business days of the close of the Offer, Datadot will:
-
(a) scale back the applications if necessary;
-
(b) disclose in a market announcement the scale back and its detailed calculation methodology; and
-
(c) register the transfers.
5. What do you need to do?
- (a) First Round Offer
If you did not take up your full entitlement in the Rights Issue, you are offered as many Shares as is necessary for you to take up what was your full original entitlement. You should complete Section A1 of the enclosed Acceptance Form indicating the number of Sub-Underwritten Shares you wish to apply for up to a maximum number equal to your full entitlement in the Rights Issue. Please complete the enclosed Acceptance Form in accordance with the instructions set out on that form.
You must also sign Section 14 and complete Section 15 of the enclosed Transfer Form.
You must also provide application moneys for the Sub-Underwritten Shares applied for. See below for further details.
If you have any questions regarding your entitlement in the Rights Issue please contact Registries Limited on (02) 9290 9600.
(b) Second Round Offer
All Eligible Shareholders (including shareholders entitled to participate in the First Round Offer) may apply for Sub-Underwritten Shares by completing Section A2 of the enclosed Acceptance Form. You may apply for as many of the SubUnderwritten Shares as you wish. Please complete the enclosed Acceptance Form in accordance with the instructions set out on that form.
You must also sign Section 14 and complete Section 15 of the enclosed Transfer Form.
You must also provide application moneys to cover all of the Sub-Underwritten Shares applied for. See below for further details.
If the number of Sub-Underwritten Shares applied for in the Second Round Offer exceeds the total of the Sub-Underwritten Shares available (being the total SubUnderwritten Shares less any Sub-Underwritten Shares accepted in the First Round Offer), the Sub-Underwritten Shares will be scaled back in accordance with the scale back policy set out above.
6. How to apply Checklist
If you wish to participate in the First Round Offer and/or the Second Round Offer you must:
-
(a) Complete the accompanying Acceptance Form in accordance with the instructions set out on the form;
-
(b) Sign Section 14 and complete Section 15 of the enclosed Transfer Form;
-
(c) Forward your completed Acceptance Form and Transfer Form together with payment in full in accordance with the Acceptance Form to reach the Company’s share registry (Registries Limited) by 5.00pm (Sydney time) on the Closing Date.
If you do not wish to participate in the Offer you need not do anything.
7.
Power of attorney
By completing and returning the Acceptance Form and the Transfer Form you irrevocably appoint the Directors as your attorneys for the purposes of completing where necessary the Acceptance Form and the Transfer Form.
8. Payment
An application to participate in the Offer must be accompanied by payment in full of the total price of $0.01 per Sub-Underwritten Share. If you wish to participate in the Second Round Offer you must provide Application Moneys to cover all of the Sub-Underwritten Shares for which you are applying. If there is a scale back to the allocation of Shares pursuant to the Second Round Offer and your acceptance of the Offer is not processed in full, the surplus Application Moneys will be refunded by the Company as soon as practicable but in any event no later than 5 Business Days after the transfer to you of the allocated Sub-Underwritten Shares has been registered.
Payments will only be accepted in Australian currency and as follows:
-
(a) Bank cheque drawn on and payable at any Australian bank; or
-
(b) Personal cheque drawn on and payable at any Australian bank.
Cheques or bank cheques should be made payable to DataDot Technology Limited and crossed “ Not Negotiable ”. Shareholders must not forward cash. Receipts for payment will not be issued.
9.
Closing Date of Offer
The Closing Date and time for acceptance and payment is 5.00pm (Sydney time) on 16 July 2009.
10. Determination of Allocation
The allocation of the Sub-Underwritten Shares will be determined by the Company within 5 Business Days of the Closing Date. The Company will announce to the ASX if there has been a scale back in relation to the Second Round Offer.
You will be notified of your allocation of Sub-Underwritten Shares at the time of despatch of holding statements following registration of the transfer of the allocated SubUnderwritten Shares to you.
Neither the Company nor the Sub-Underwriters guarantee that you will receive any SubUnderwritten Shares under the Second Round Offer.
11. Application moneys
Pending the allocation of the Sub-Underwritten Shares under the Offer, all Application Moneys will be deposited into a separate bank account to be held on trust for so long as required. Surplus Application Moneys will be returned to the relevant shareholder as soon as practicable but in any event no later than 5 Business Days after the relevant transfer of the allocated Sub-Underwritten Shares has been registered. No interest will be paid on returned Application Moneys.
12. Excluded Shareholders
The Offer is not being made to any Shareholder whose registered address is outside Australia, New Zealand or Singapore ( Excluded Shareholders ) and accordingly no Shares will be allocated to Excluded Shareholders and no Acceptance Form will be sent to Excluded Shareholders.
13.
Singaporean Shareholders
This Letter of Offer has not been registered as an offer document with the Monetary Authority of Singapore. Accordingly, this Letter of Offer and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Sub-Underwritten Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than:
-
(i) to an existing holder of Shares pursuant to Section 273(1)(ce) of the Singapore, Securities and Futures Act (Chapter 289)( SFA ); or
-
(ii) otherwise pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the SFA.
14. Professional Advice
If you are in any doubt as to whether to accept this Offer, please contact your stockbroker, licensed financial adviser or other professional adviser.
There are risks associated with an investment in the Company and the Sub-Underwritten Shares offered as disclosed in the Letter of Offer pursuant to the Rights Issue. The Offer must be regarded as a speculative investment. It is important that Eligible Shareholders consider the risk factors previously disclosed by the Company, as well as any other risks which could adversely affect the financial performance of the Company or the value of an investment in Shares. The Sub-Underwritten Shares offered under this Offer carry no guarantee with respect to return on capital investment or the future value of the Shares.
15. Lodgement
Completed Acceptance Forms and Transfer Forms along with application moneys must be lodged with Registries Limited by not later than 5.00pm (Sydney time) on 16 July 2009, the Closing Date.
By Post: DataDot Technology Limited Share Offer c/- Registries Limited GPO Box 3993 SYDNEY NSW 2001 By Hand: DataDot Technology Limited Share Offer c/- Registries Limited Level 7, 207 Kent Street SYDNEY NSW 2000
16. Enquiries
For enquiries about this Offer, please contact Registries Limited on (02) 9290 9600.
ADDITIONAL INFORMATION
1. Capital Structure
The Company has 344,028,204 Shares on issue.
As at 11 June 2009, the top 20 shareholders in the Company as recorded in the register of members of the Company were as follows:
| Name | Balance at 11-06-2009 |
% |
|---|---|---|
| BANNABY INVESTMENTS PTY LTD | 60,723,671 | 17.651 |
| TM CONSULTING PTY LTD | 59,323,671 | 17.244 |
| MR BRENT MCLAWS | 17,735,000 | 5.155 |
| ANZ NOMINEES LIMITED | 9,004,548 | 2.617 |
| MR WILLIAM CLEUGH | 8,524,595 | 2.478 |
| MS SIEW LAN IRENE LIM | 8,051,337 | 2.340 |
| VALKYRIE NOMINEES PTY LTD | 6,477,112 | 1.883 |
| TAVEANTI PTY LTD | 4,495,000 | 1.307 |
| HOUSE OF MAISTER SERVICES LIMITED | 3,200,000 |
0.930 |
| MR EVAN PHILIP CLUCAS & MS LEANNE | ||
| JANE WESTON | 3,142,550 | 0.913 |
| LLOYDS & CASANOVE INVESTMENT | ||
| PARTNERS LIMITED | 2,880,000 | 0.837 |
| APOLLO SOLUTIONS LIMITED | 2,800,000 | 0.814 |
| CITY & WESTMINSTER LIMITED | 2,800,000 | 0.814 |
| BANNABY INVESTMENTS PTY LTD | 2,800,000 | 0.814 |
| MS DANIELLE JEANNINE ALLEN | 2,700,000 | 0.785 |
| COMADIS PTY LTD | 2,200,000 | 0.639 |
| GAVAN AND JOANNA MURPHY PTY LTD | 2,000,000 | 0.581 |
| THE GENUINE SNAKE OIL COMPANY | ||
| PTY LTD | 1,859,686 | 0.541 |
| MS ZITA SIMO | 1,660,000 | 0.483 |
| MR BRENDAN IAN FITZPATRICK | 1,500,000 | 0.436 |
| MR EVAN PHILIP CLUCAS | 1,500,000 | 0.436 |
| 59.698 |
2. Rights Issue Underwriting Arrangements – Effect on capital structure and control
The Rights Issue was fully underwritten. Pursuant to the Rights Issue, the SubUnderwriters subscribed for a total of 75,174,098 Shares in the following proportions:
-
(a) Bannaby Investments Pty Ltd, 38,287,049 Shares; and
-
(b) TM Consulting Pty Ltd, 36,887,049 Shares.
Following the close of the Rights Issue:
-
(c) Bannaby Investments Pty Ltd held 67,679,671 Shares being 19.7% of issued Shares; and
-
(d) TM Consulting Pty Ltd held 59,323,671 Shares being 17.2% of issued Shares.
Pursuant to the decision of the Takeovers Panel (No 48/2009) on 17 June 2009, Bannaby Investments Pty Ltd and TM Consulting Pty Ltd were found to be associates. Accordingly, their voting power in Datadot is the aggregate of their relevant interests in DataDot and totals 36.9%.
3. Offer - Effect on capital structure and control
Pursuant to the Panel Orders, the Sub-Underwriters have been ordered to divest (by way of this Offer) the shares acquired pursuant to the underwriting of the Rights Issue, being a total of 75,174,098 Shares representing 21.85% of the Shares currently on issue.
The Sub-Underwriters are permitted to participate in the Second Round Offer (but only on the basis that their holdings are aggregated and they cannot acquire shares under the Second Round Offer if to do so would leave their combined holding above 20%) in respect of Shares acquired by them other than pursuant to the sub-underwriting of the Rights Issue.
Set out below are potential scenarios and the control effects that may result from each scenario.
(a) Scenario 1
If the Sub-Underwriters do not apply for Shares pursuant to the Second Round Offer, and all of the Sub-Underwritten Shares are allocated to Eligible Shareholders, the voting power in the Company of the Sub-Underwriters will fall from 36.9% to 15.7%. However, as set out in paragraph 4 below, the SubUnderwriters intend to apply for shares pursuant to the Second Round Offer.
(b) Scenario 2
If the Sub-Underwriters apply for and are allocated Shares pursuant to the Second Round Offer to the maximum permitted under the Corporations Act, and the remainder of the Sub-Underwritten Shares are allocated to Eligible Shareholders, the voting power in the Company of the Sub-Underwriters will fall from 36.9% to 19.99%.
(c) Scenario 3
If no Eligible Shareholders apply for Shares in either of the First Round Offer or the Second Round Offer, the voting power in the Company of the SubUnderwriters will remain at 36.9%.
4. Intentions of Sub-Underwriters
Each of the Sub-Underwriters has confirmed that they will apply for the maximum number of Sub-Underwritten Shares under the Offer. Subject to the application of the scale back policy outlined above, on completion of the Offer the Sub-Underwriters are expected to hold voting power in the Company of 19.99%, however it is possible that they may hold greater than 19.99% of voting power in the Company if there is limited take up of the Second Round Offer by Eligible shareholders other than the Sub-Underwriters.
If following the close of the Offer, the Sub-Underwriters retain any Shares received pursuant to the sub-underwriting of the Rights Issue, the intentions of the SubUnderwriters are as follows:
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(a) no decision has been made as to how the sell down will be allocated between TM Consulting and Bannaby Investments;
-
(b) on 17 June 2009, Bannaby Investments withdrew its requisition of a shareholder meeting under Section 249D of the Corporations Act. This requisition requested a meeting of members of the Company to remove Michael David George and Connie Lo Lin Sye as directors. Neither Sub-Underwriter intends to requisition a further of meeting of members of the Company to consider any resolution (including removal of any directors of the Company) prior to completion of the Offer. While neither Sub-Underwriter has made a decision whether to requisition a meeting in the future, each Sub-Underwriter reserves the right to requisition a meeting of members of the Company under the Corporations Act to consider resolutions to change the composition of the board of the Company;
-
(c) each of the Sub-Underwriters intends to exercise its voting rights at a future meeting of members of the Company as it determines in light of the relevant resolution before members and the circumstances of the Company; and
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(d) neither Sub-Underwriter presently intends to promote the appointment of either Keith Kerridge or Tod McGrouther or a nominee to the board of the Company.
The above represents the current intentions of the Sub-Underwriters. The SubUnderwriters' intentions may change in the future including as a result of a change in circumstances of the Sub-Underwriters, the Company or market conditions.
DEFINITIONS
| $ | Australian dollars (and references to cents are to Australian cents). |
|---|---|
| Acceptance Form | The acceptance form attached to this Letter of Offer. |
| Applicant | An Eligible Shareholder who returns a completed Acceptance Form as instructed in this Letter of Offer before the Closing Date. |
| Application | An application for Shares under this Letter of Offer, submitted by duly completing and lodging an Acceptance Form. |
| Application Money | The aggregate amount of money payable for Shares applied for in an Acceptance Form. |
| ASX | Australian Securities Exchange Limited (ABN 98 008 624 691). |
| Company | DataDot Technology Limited (ACN 091 908 726). |
| Closing Date | 5.00pm (Sydney time) on 16 July 2009. |
| Corporations Act | The_Corporations Act (2001)_(Cth) as amended from time to time. |
| Directors | The Directors of the Company. |
| Eligible Shareholder | A shareholder with a registered address in Australia, New Zealand or Singapore on the Record Date. |
| Excluded Shareholders | Shareholders of the Company with their registered address outside Australia, New Zealand or Singapore on the Record Date. |
| First Round Offer | The offer of Sub-Underwritten Shares to any Eligible Shareholder who did not take up their full entitlement in the Rights Issue. |
| Letter of Offer | This letter under which the Offer is being made. |
| Offer | Offer of Sub-Underwritten Shares under this Letter of Offer. |
| Panel Order | Orders made by the Takeovers Panel on 17 June 2009 in relation to the Company. |
| Record Date | 7.00pm (Sydney time) on 14 April 2009. |
| Rights Issue | The issue by way of renounceable rights announced by the Company on 24 March 2009. |
| Second Round Offer | The offer to Eligible Shareholders of Sub- Underwritten Shares remaining unallocated following the First Round Offer. |
|---|---|
| Shareholder or Shareholders | Holder/s of Shares as at the Record Date. |
| Shares | Ordinary shares in the capital of the Company. |
| Sub-Underwriter | Bannaby Investments Pty Ltd (ACN 074 776 793) and TM Consulting Pty Ltd (ACN 085 587 373). |
| Sub-Underwritten Shares | The Shares the subject of this Offer being a total of 75,174,098 Shares. |