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DEVELOP GLOBAL LIMITED — Capital/Financing Update 2009
Apr 8, 2009
64801_rns_2009-04-08_56bdb086-0802-4945-a23f-1f3ab8fb466d.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT ASX Code: VXR
9 April 2009
Company Announcement Office ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000
Dear Sir
SUPPLEMENTARY PROSPECTUS
Venturex Resources Limited ( Venturex or Company ) has today lodged a Supplementary Prospectus ( Supplementary Prospectus ) with the Australian Securities and Investments Commission which is supplementary to the Prospectus dated 16 December 2008 ( Prospectus ) issued by Jutt Holdings Limited (now Venturex).
Venturex has issued the Supplementary Prospectus to ensure that the Company is in compliance with the Corporations Act for any further offers made under the Shortfall Offer outlined in the Prospectus.
PLACEMENT
Venturex also advises that the Company has agreed to undertake a placement of shares to a small number of sophisticated investors through the issue of 17,475,000 shares at an issue price of 3 cents to raise a further $524,250.
The shares to be issued under the placement will be issued under the Company’s 15% capacity.
The funds raised from the placement, together with any additional shares issued under the Shortfall Offer in the Prospectus will be used for:
-
ongoing exploration on its Australian assets;
-
facilitation of a loan to CMG Limited as outlined in the Company’s announcement to ASX on 3 April 2009;
-
various costs associated with the takeover of CMG Limited; and
-
general working capital.
Yours faithfully
TIM SUGDEN Managing Director
Registered & Principal Office
ABN 28 122 180 205 Tel: +61 8 6424 9188 www.venturexresources.com Fax: +61 8 9463 7836 E: [email protected]
Level 1, 35 Richardson Street, West Perth WA 6005 PO Box 863, West Perth WA 6872
S:\New Structure\CS\ASX Announcements\Released\Supplementary Prospectus & Placement.Doc
VENTUREX RESOURCES LIMITED
ABN 28 122 180 205
SUPPLEMENTARY PROSPECTUS
1. IMPORTANT NOTICE
This Supplementary Prospectus is dated 9 April 2009 and is supplementary to the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) (ABN 28 122 180 205) ( Company ) ( Prospectus ). This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ) on 9 April 2009. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus.
This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Terms defined in the Prospectus have the same meaning in this Supplementary Prospectus.
This Supplementary Prospectus will be issued with the Prospectus.
2. UPDATE ON STATUS OF OFFER
The Offer under the Prospectus closed on 15 January 2009 and on 19 January 2009 the Company announced to ASX that it would issue 15,802,341 pursuant to applications received from Shareholders under the Offer. Following the closure of the Offer, the Shortfall Offer remains open for a period of three (3) months after the Closing Date of the Offer.
3. TAKEOVER BID FOR CMG GOLD LIMITED
On 3 April 2009 the Company announced to ASX that it intended to make an off-market offer for all of the issued shares in CMG Gold Limited ( CMG ). The offer will be undertaken in accordance with Chapter 6 of the Corporations Act on the basis of five (5) Shares for every one (1) CMG share to be issued in two milestonebased tranches as follows:
-
(a) 75% of the consideration (being 3.75 Shares for every one CMG share) when the takeover offer becomes unconditional and issued within the time period specified in the Corporations Act; and
-
(b) 25% of the consideration (being 1.25 Shares for each CMG share) to be issued within 14 days after St Elina or another project in Brazil (which in the opinion of the Company’s directors acting reasonably has similar or greater economic potential to St Elina) is controlled by the Company ( Milestone ). The Company will use its best endeavours to satisfy the Milestone as soon as reasonably practical, however if the Milestone is not achieved by 30 June 2010, the obligation of the Company to issue this tranche of Shares will lapse.
Further information relating to the Takeover is outlined in the Company’s announcement to ASX dated 3 April 2009, a copy of which will be provided to any person free of charge prior to the closure of the Shortfall Offer. Alternatively,
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) 1
the ASX announcement may be downloaded from the Company’s website at www.venturexresources.com.
4. UPDATES TO PROSPECTUS
4.1 Update on Section 2 of the Prospectus
On 3 April 2009, the Company announced that, subject to the successful completion of the Takeover, it was intended that Mr Anthony Reilly and Mr Glenn Featherby be appointed as Directors of the Company. Mr Reilly’s and Mr Featherby’s appointments will be subject to the successful completion of the Takeover.
4.2 Update on Section 4.1 of the Prospectus
Prior to the closing date of the Shortfall Offer, the Company intends to undertake a placement of Shares to various sophisticated investors ( Placement ). The Placement will result in the issue of up to 17,475,000 Shares at $0.03 per Share to raise $524,250 (in addition to any further amounts raised under the Prospectus). The funds raised from the Placement will be allocated toward exploration in Australia, working capital and be utilised for the purpose of meeting the costs of undertaking the Takeover announced to the ASX on 3 April 2009.
4.3 Update on Section 4.3 of the Prospectus
Further to the unaudited Balance Sheet as at 31 October 2008 and the unaudited Pro-Forma Balance Sheet as at 31 October 2008, the Company provides the updated unaudited Balance Sheet as at 28 February 2009 and unaudited Pro-Forma Balance Sheet as at 28 February 2009 incorporating the effect of the Placement and assuming all of the Shortfall is issued on the following page.
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) 2
| Note Current assets Cash and cash equivalents 1 Trade and other receivables Prepayment and Deposits Total current assets Non-current assets Plant and equipment Exploration and evaluation costs Total non-current assets Total assets Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital 2 Accumulated Losses Total Equity |
Unaudited 28 February 2009 Unaudited 28 February 2009 Actual Pro-forma $ $ |
|---|---|
| 492,266 1,261,790 6,858 6,858 37,497 37,497 |
|
| 536,621 1,306,145 |
|
| 21,378 21,378 2,326,994 2,326,994 |
|
| 2,348,372 2,348,372 |
|
| 2,884,993 3,654,517 |
|
| 29,367 29,367 6,091 6,091 |
|
| 35,458 35,458 |
|
| 207 207 |
|
| 207 207 |
|
| 35,665 35,665 |
|
| 2,849,328 3,618,852 |
|
| 8,759,169 9,528,693 (5,909,841) (5,909,841) |
|
| 2,849,328 3,618,852 |
Notes:
-
Cash and cash equivalents: increase in Pro-forma reflects placement of all remaining Shortfall Shares (24,527,447 Shares) available for placement at 1 cent if all remaining Shortfall Shares are issued and placement of 17,475,000 Shares at 3 cents per share if all Placement Shares are issued.
-
Issued Capital: increase in Pro Forma reflects placement of all remaining Shortfall Shares (24,527,447 Shares) available for placement at 1 cent if all Shortfall Shares are issued and placement of 17,475,000 Shares at 3 cents per share if all Placement Shares are issued.
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) 3
3
4.4 Update on Section 4.4 of the Prospectus
The Company provides the following updated table showing the changes in the capital structure of the Company as a consequence of the completion of the Offer (assuming that all Shortfall Shares are issued under the Shortfall Offer) and the Placement:
Shares
| Shares | |
|---|---|
| Number | |
| Shares on issue at date of Supplementary Prospectus | 163,546,681 |
| Shares issued under the Shortfall Offer | 24,572,447 |
| Shares to be issued under Placement | 17,475,000 |
| Total Shares on issue | 205,594,1281 |
- In the event that the Takeover is successfully completed and all milestones under the Takeover are achieved a further 222,600,000 Shares will be issued.
4.5 Update to Section 7.1 of the Prospectus
Since the lodgement of the Prospectus, the Company has lodged the following announcements with ASX:
| Date | Description of Announcement |
|---|---|
| 03/04/2009 | Acquisition of Brazilian Gold Projects |
| 12/03/2009 | Half Year Accounts |
| 16/02/2009 | Correction to Appendix 3Y |
| 04/02/2009 | Change of Director’s Interest Notice x3 |
| 04/02/2009 | Change in substantial holding x2 |
| 03/02/2009 | Partial Shortfall Placement and Appendix 3B |
| 30/01/2009 | Quarterly Activities Report |
| 30/01/2009 | Quarterly Cashflow Report |
| 27/01/2009 | Change of Director’s Interest Notice |
| 27/01/2009 | Change in substantial holding |
| 27/01/2009 | Change in substantial holding |
| 20/01/2009 | Change of Director’s Interest Notice |
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) 4
4
| 20/01/2009 | Change in substantial holding |
|---|---|
| 20/01/2009 | Change in substantial holding |
| 19/1012009 | Non-Renounceable Issue – Shortfall Notification |
| 16/01/2009 | Becoming a substantial holder |
| 15/01/2009 | Change of ASX Code |
| 15/01/2009 | Change of Name |
| 14/01/2009 | Change of Director’s Interest Notice x3 |
| 13/01/2009 | Appendix 3B |
| 12/01/2009 | Results of Meeting |
| 31/12/2008 | Shareholder Letter Accompanying Prospectus |
| 31/12/2008 | Entitlement and Acceptance Application Form |
| 31/12/2008 | Prospectus Despatch |
| 18/12/2008 | Letter to Option Holders re Entitlement Issue |
| 18/12/2008 | Letter to Shareholders re Entitlement Issue |
| 16/12/2008 | Appendix 3B Entitlement Issue 1 for 1 |
| 16/12/2008 | Entitlement Issue Prospectus 1 for 1 |
ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.
The announcements are also available through the Company’s website www.venturexresources.com.
4.6
Amendment to Section 9 of the Prospectus
Section 9 of the Prospectus is amended by the insertion of the following definition:
Takeover means the Company’s offer to acquire all of the issued shares in CMG Gold Limited (ACN 120 124 727) pursuant to a takeover bid in accordance with Chapter 6 of the Corporations Act.
5. APPLICATIONS FOR SHORTFALL
All applications for the Shortfall made on or after the date of this Supplementary Prospectus must be made on the Supplementary Shortfall Application Form attached to this Supplementary Prospectus.
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) 5
5
Completed Supplementary Shortfall Application Forms should be returned, together with a cheque for the value of the Shortfall Shares (at 1 cent per Share) to the Company as outlined on the Supplementary Shortfall Application Form.
6. DIRECTORS’ AUTHORISATION
This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.
Director
For and on behalf of Venturex Resources Limited
Note: All other details in relation to the Prospectus remain unchanged. The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor.
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 16 December 2008 issued by Jutt Holdings Limited (now known as Venturex Resources Limited) 6
ONLY COMPLETE THIS SHORTFALL APPLICATION FORM IF INSTRUCTED BY THE UNDERWRITER OR THE COMPANY.
SUPPLEMENTARY SHORTFALL APPLICATION FORM VENTUREX RESOURCES LIMITED (previously Jutt Holdings Limited) ABN 28 122 180 205
REGISTERED OFFICE : Level 1 35 Richardson Street WEST PERTH WA 6005 Tel: (08) 6424 9188 Fax: (08) 9463 7836
APPLICANT’S DETAILS:
Full name (PLEASE PRINT)
Title, Given Name(s) & Surname or Company Name Joint Applicant #2 or Joint Applicant #3 or
Postal Address (PLEASE PRINT) Street Number Street Suburb/Town State Post Code ABN, Tax File Number or Exemption Applicant #2 Applicant #3 CHESS HIN or Existing SRN (where applicable) Number of Shares applied for Application Money enclosed at 1 cent per Share A$……………………………
I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus and the Supplementary Prospectus on the terms set out in the Prospectus and the Supplementary Prospectus. Cheque Details:
| PLEASE ENTER CHEQUE DETAILS THANKYOU |
Drawer | Bank | BSBor Branch | Amount |
|---|---|---|---|---|
My/Our contact numbers in the case of inquiry are: Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . .
NOTE: Cheques should be made payable to “Venturex Resources Limited – Trust Account”, crossed “NOT NEGOTIABLE” and forwarded to the address outlined on the back of this Supplementary Shortfall Application Form to arrive no later than 5.00 pm WST on that date which is 3 months after the Closing Date (or such earlier date as directed by the Company) .
Declaration
This Supplementary Shortfall Application Form does not need to be signed. By lodging this Supplementary Shortfall Application Form and a cheque for the application money this Applicant hereby:
(1) applies for the number of Shares specified in the Supplementary Shortfall Application Form or such lesser number as may be allocated by the Directors; (2) agrees to be bound by the constitution of the Company; and
(3) authorises the Directors to complete or amend this Supplementary Shortfall Application Form where necessary to correct any errors or omissions.
INSTRUCTIONS TO APPLICANTS
Please post or deliver the completed Supplementary Shortfall Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Supplementary Shortfall Application Form, please telephone the Company. The Form must be received by the Share Registry no later than 5.00pm on the date which is 3 months after the Closing Date (or such earlier date as directed by the Company).
A. Application for Shares
The Supplementary Shortfall Application Form must only be completed in accordance with instructions included in the Prospectus and the Supplementary Prospectus.
B. Name of Applicant
Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.
C. Name of Joint Applicants or Account Designation
If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.
D. Address
Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.
E. Contact Details
Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Shortfall Application Form.
F. CHESS HIN or existing SRN Details
The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.
G. Cheque Details
Make cheques payable to “Venturex Resources Limited – Trust Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Supplementary Shortfall Application Form.
H. Declaration
By completing the Supplementary Shortfall Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Supplementary Shortfall Application Form does not need to be signed.
If a Supplementary Shortfall Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Supplementary Shortfall Application Form, and how to construe, amend or complete it, shall be final. A Supplementary Shortfall Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.
Forward your completed application together with the application money to:
Venturex Resources Limited – Entitlement Issue Account Level 1 35 Richardson Street WEST PERTH WA 6005
CORRECT FORMS OF REGISTRABLE TITLE
Note that ONLY legal entities are allowed to hold securities. Supplementary Shortfall Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Supplementary Shortfall Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.
| Type of Investor | Correct Form of Registration | Incorrect Form of Registration |
|---|---|---|
| Individual Usegiven names in full,not initials | Mr John Alfred Smith | J A Smith |
| Company Use the company’sfulltitle,not abbreviations | ABCPtyLtd | ABCP/Lor ABC Co |
| Joint Holdings Use full and complete names |
Mr Peter Robert Williams & Ms Louise Susan Williams |
Peter Robert & Louise S Williams |
| Trusts Use the trustee(s) personal name(s). |
Mrs Susan Jane Smith |
Sue Smith Family Trust |
| Deceased Estates Use the executor(s) personal name(s). |
Ms Jane Mary Smith & Mr Frank William Smith |
Estate of late John Smith or John Smith Deceased |
| Minor (a person under the age of 18) Use thename ofaresponsible adultwithanappropriate designation. |
Mr John Alfred Smith |
Master Peter Smith |
| Partnerships Use the partners personal names. |
Mr John Robert Smith & Mr Michael John Smith |
John Smith and Son |
| Long Names. | Mr John William Alexander Robertson-Smith |
Mr John W A Robertson-Smith |
| Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s). |
Mr Michael Peter Smith |
ABC Tennis Association |
| Superannuation Funds Use the name of the trustee of the fund. |
Jane Smith Pty Ltd |
Jane Smith Pty Ltd Superannuation Fund |