AI assistant
DEVELOP GLOBAL LIMITED — Capital/Financing Update 2008
Nov 13, 2008
64801_rns_2008-11-13_e6fc0857-cd97-4996-9cac-3be5c9821976.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
A S X C O D E : J U T
==> picture [42 x 34] intentionally omitted <==
14 November 2008
Restructuring and Capital Raising Plans
Following recent volatility in equity and commodity markets, the Board of Jutt Holdings Limited (Jutt) has undertaken a complete review of the Company’s activities and strategic direction. The review has resulted in the following changes:
-
Company to be renamed Venturex Resources Limited (subject to Shareholder approval)
-
Board membership reduced to three Directors (one Executive, two Non-Executives)
-
A 50% reduction in the fixed operating costs of the Company
-
A revised capital raising target of $1.19 million (Converting Loan issue plus 1:1 Entitlements Issue)
For further details:
Dr Tim Sugden Managing Director T: +61 8 6424 9186 M: +61 407 085 032 E: [email protected]
Board
Allan Trench Non-Executive Chairman Tim Sugden Managing Director Michael Mulroney Non-Executive Director Liza Carpene/Phillip Hains Joint Company Secretary
- Revocation of the option to acquire an additional 20% in the Liberty-Indee base metals project (Jutt equity to remain at 70%)
With a low cost structure, a lean but experienced management team and majority ownership of the emerging Liberty-Indee base metals project, the Directors believe that the restructured Company is well positioned to navigate challenging market conditions and pursue new investment opportunities.
STRATEGY
With due regard to substantial downward movements in the value of equities and metals, and scarcity of capital, the Directors have adopted a strategy of:
-
Minimal overhead expenditure (to be cut by 50%)
-
Withdrawal from non-core or non-managed joint ventures (Onslow and Tay-Munglinup)
-
Exploration focus on the 70%-owned Liberty-Indee Project
-
Evaluation of new business opportunities that have high potential to deliver Shareholder value in the current economic climate
PROPOSAL TO CHANGE COMPANY NAME
Contact Details
Registered Office: Suite 1, 1233 High Street Armadale VIC 3143 T: +61 3 9824 5254 F: +61 3 9822 7735
Perth Office: Ll 1, 35 Richardson Street West Perth WA 6005 T: +61 8 6424 9188 F: +61 8 9463 7836 E: [email protected] W: www.juttholdings.com
The Company will seek Shareholder approval to change the name of the Company to Venturex Resources Limited. The Directors are of a view that this name is more suited to the new strategic direction of the Company.
BOARD
Mr Ayaz Khan has resigned as a Director, effective 12 November 2008. The Board thanks Mr Khan for his central role in the formation and listing of Jutt Holdings Limited.
Dr Allan Trench has been appointed Non-Executive Chairman, effective 12 November 2008.
Dr Allan Trench is a geologist/geophysicist and business management consultant with approximately 20 years experience within the Australian resources sector across a number of commodity groups. Dr Trench holds a Bachelor of Science (Honours), a doctorate in Geophysics,
ABN: 28 122 180 205
Restructuring and Capital Raising Plans
==> picture [42 x 34] intentionally omitted <==
Page 2
a master of Business Administration (Distinction) from Oxford University and a Master of Science (Distinction) in Mineral Economics. He commenced his career as an academic at Oxford University in England before moving to Australia on a Royal Society Fellowship. After a period at the University of Western Australia, he joined WMC serving in exploration and operationsbased roles including as Exploration Manager for the Leinster-Mt Keith region. Dr Trench then managed a number of exploration companies before joining McKinsey & Company as a management consultant. In his role at McKinsey, Dr Trench was an advisor to a number of large international resources companies on strategic, organisation and operational issues. From 2004 to 2006, Dr Trench was employed in a contract role as corporate strategist end benchmarking manager at Woodside Energy, helping to build Woodside’s capability in strategy, benchmarking and performance improvement across its global asset portfolio. Dr Trench also serves as a non executive director for two other resource companies and currently holds the title of Adjunct Professor of Mineral Economics & Mine Management at the WA School of Mines, Curtin University.
The Board will now consist of:
- Non-Executive Chairman
Dr Allan Trench
-
Managing Director Dr Tim Sugden
-
Non-executive Director Mr Michael Mulroney
As part of the broad cost reduction plan, combined annual fees for the three Directors have been reduced to $147,000.
NEW CAPITAL RAISING PLAN
Jutt plans to raise approximately $1.19 million via a Converting Loan (“Loan”) to the value of $500,000 and a 1:1 nonrenounceable entitlements issue (“Rights Issue”).
Converting Loan
The purpose of the Loan is to provide immediate working capital for the Company. Key terms are as follows:
-
The amount to be loaned to Jutt is $500,000
-
Following Shareholder approval the Loan will convert to Convertible Notes (“Notes”). Should Shareholder approval not be obtained, then the Loan will be repayable in full within three months of the date of the Shareholders’ meeting
-
The face value of each Note will be $1
-
The conversion price is to be one (1) cent per fully paid ordinary share (ie. 100 new shares for each Note held)
-
Zero Coupon rate
-
The Notes will be unlisted
-
The Notes will be issued to eligible investors and not require disclosure in accordance with Section 708 of the Corporations Act
-
Each Share issued upon conversion will rank pari passu with all existing shares on issue
Director to Participate in Converting Loan
Dr Tim Sugden will participate in the Converting Loan to the value of $200,000 (part of the $500,000). The conversion of the Converting Loan to a Convertible Note, on the same terms as described above, will be subject to Shareholder approval.
Rights Issue
The one (1) for one (1) non-renounceable entitlements issue will provide an opportunity for all Shareholders to participate in the capital raising plan at the same effective share price as the Convertible Notes. Key components of the Rights Issue are as follows:
-
Issue price of one (1) cent per new ordinary share
-
The Issue will not be underwritten
Restructuring and Capital Raising Plans
==> picture [43 x 34] intentionally omitted <==
Page 3
-
The Board reserves the right to place shortfall shares not taken up by existing Shareholders within three months of the closing date
-
The maximum number of shares that will be issued via the Rights Issue will be 69,037,064
A timetable will be announced shortly and a new Prospectus will be lodged with ASIC and the ASX in due course.
The Loan, Converting Note and Rights Issue will be managed by Argonaut Securities Limited.
Effect of Capital Raising on Capital Structure
Should approval for the conversion of the Convertible Loan be received and all the Convertible Notes convert to shares, and all new shares under the Rights Issue be issued, the total number of Jutt shares will increase to a maximum of 212,574,128 (compared to 69,037,064 on 16 August, 2008).
Use of Funds
The total amount raised of approximately $1.19 million before costs will be used to pay residual creditors (net approximately $143,000), fund further exploration at the Liberty-Indee Project (approximately $200,000 before 30 June 2009) and for general working capital purposes.
CANCELLATION OF LIBERTY-INDEE 20% OPTION
On 6 August 2008, the Company announced that it had exercised its option to acquire a further 20% in the Liberty-Indee Project, taking its interest to 90%. It was agreed that Jutt would acquire the additional 20% interest by issuing a total of 7,299,270 shares at a price of $0.137 ($1m worth of shares) as soon as practicable and paying $500,000 within 90 days.
The extremely volatile market conditions in September and October led to Jutt withdrawing two capital raising attempts. In light of the current market conditions, Liberty Mining Corporation Pty Ltd has agreed to revoke the exercise of the option provided that Jutt:
-
pays a break fee to Liberty Mining Corporation Pty Ltd of 4,500,000 Jutt shares
-
raises at least $900,000 before 31 January 2009
-
undertakes to spend at least $200,000 on the Liberty-Indee Project before 30 June 2009
PROPOSED OPTIONS TO DIRECTORS AND EXECUTIVES
The Company will seek Shareholder approval for grant of the following options to Directors and Executives as a component of appropriate remuneration packages in the current economic climate:
-
Dr Allan Trench 3,000,000 options exercisable at 10 cents
-
Dr Tim Sugden 10,000,000 options exercisable at 10 cents
-
Mr Michael Mulroney 3,000,000 options exercisable at 10 cents
-
Ms Liza Carpene 5,000,000 options exercisable at 10 cents
The options will have an expiry date three years from the date of Shareholder approval.
TIM SUGDEN Managing Director
For further details, please contact: Dr Tim Sugden, Managing Director T: +61 8 6424 9186 M: +61 407 085 032 E: [email protected]