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DXN LIMITED — Share Issue/Capital Change 2021
Jan 14, 2021
64806_rns_2021-01-14_9836492e-d890-4992-a02b-1824120cfafa.pdf
Share Issue/Capital Change
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15 January 2021
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ASX Announcement
UNMARKETABLE PARCEL SALE FACILITY
Pre-fabricated modular data centre specialist, DXN Limited (ASX:DXN) ( DXN or the Company ), announced today that it is establishing an opt-out unmarketable parcel sale facility ( Facility ) for shareholders who hold less than $500 worth of fully paid ordinary shares in the Company ( Unmarketable Parcel ).
As at market close on Tuesday 12 January 2021 ( Record Date ), the closing price of the Company’s shares on ASX was $0.016 and on this basis an Unmarketable Parcel is less than 31,250 shares.
In accordance with the Company’s Constitution and ASX Listing Rules, the attached letter and Share Retention Form will be sent to all shareholders holding an Unmarketable Parcel of shares as at the Record Date.
Shareholders with an Unmarketable Parcel who wish to retain their shareholding need to give the Company written notice by returning the Share Retention Form by no later than 5.00pm (Sydney time) on Friday 26 February 2021 or acquire additional shares prior to that time such that their holdings comprise a marketable parcel, otherwise their shares will be sold by the Company.
Shareholders wishing to take advantage of the Facility and have their shares sold by the Company do not need to take any action.
A summary of key dates in relation to the Facility are as follows:
| Unmarketable Parcels Record Date | 7.00pm(Sydneytime),12 January2021 |
|---|---|
| Despatch of Letter to holders of Unmarketable Parcels |
Friday 15 January 2021 |
| ClosingDate for Receipts of Share Retention Form | 5.00pm(Sydneytime)Friday26 February2021 |
| Estimated Unmarketable Parcels payment date | As soon as practicable after Friday 26 March 2021 |
The Company may modify these dates or suspend or terminate the Facility. Any modification, suspension or termination will be notified to shareholders by way of a market announcement.
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For more information please contact: Matthew Madden, CEO T +61 1300 328 239 E: [email protected] ASX Release authorised by the Board
DXN Limited
ABN: 46 620 888 548
5 Parkview Drive, Sydney Olympic Park, Sydney, NSW 2127 W: dxn.solutions | T: 1300 328 239 | E: [email protected]
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15 January 2021
Dear Shareholder
Unmarketable Parcels Sale Facility – Notice of Divestiture
We are writing to advise you that DXN Limited (“ the Company ”)( ASX:DXN ) has established an unmarketable parcel sale facility ( Facility ) for shareholders that hold less than $500 in value of fully paid ordinary shares in the Company ( Unmarketable Parcel ) as at 7.00pm (Sydney time) Tuesday 12 January 2021 ( Record Date ).
The Company is providing this Facility to require holders of Unmarketable Parcels to sell their shares. Holders of Unmarketable Parcels may opt out of the Facility as noted below.
Our registry records show that you held an Unmarketable Parcel of less than 31,250 shares in the Company, based on closing price on ASX of shares of $0.016 per share on the Record Date.
If you hold Company shares in a CHESS Holding and they remain in a CHESS Holding after the Closing Date (as defined in the timetable below) the Company may, without further notice, remove those Company shares from the CHESS Holding to an Issuer Sponsored Holding for the purposes of divestment in accordance with this notice.
Shares to be sold under the Facility will be sold on ASX in the ordinary course of trading at the prevailing market price. The Company will pay all brokerage and handling costs of the sale for holders of Unmarketable Parcels under the Facility, excluding tax consequences from the sale, which remain the shareholder’s responsibility. The sale price of each of your Company shares will be the average price of every share sold on ASX under the Facility.
All holders of an Unmarketable Parcel who are participating in the Facility will receive the same sale price per share and the payment for your holding will be the sale price multiplied by the number of your shares sold. As the sale price is an average, the proceeds that you receive may be more or less than the actual price received by the broker for the sale of your shares.
As the Company has determined that all payments to shareholders are to be made via direct credit to their nominated bank account, please ensure your account details are up to date with the Company’s share registry, Automic Pty Ltd ( Automic ). You can update your banking and personal details with Automic by logging in to your holding on Automic’s Investor Centre at https://wwwhttps://www.automicgroup.com.au/investor or by calling them on Australia: 1300 288 664 Overseas: +61 2 9698 5414.
DXN Limited ABN: 46 620 888 548 5 Parkview Drive, Sydney Olympic Park, Sydney, NSW 2127 W: dxn.solutions | T: 1300 328 239 | E: [email protected]
Key Dates
A summary of key dates in relation to the Facility are as follows:
| Unmarketable Parcels Record Date | 7.00pm(Sydneytime),Tuesday12 January2021 |
|---|---|
| Despatch of Letter to holders of Unmarketable Parcels |
Friday 15 January 2021 |
| ClosingDate for Receipts of Share Retention Form | 5.00pm(Sydneytime)Friday26 February2021 |
| Estimated Unmarketable Parcelspayment date | As soon aspracticable after Friday26 March 2021 |
The Company may modify these dates or suspend or terminate the Facility. Any modification, suspension or termination will be notified to shareholders by way of a market announcement on ASX.
What do you need to do if you wish to sell your Unmarketable Parcel?
You do not need to take any action. Your shares will be sold through the Facility after the Closing Date and the proceeds of the sale paid to you in accordance with the timetable above.
What do you need to do if you wish to retain your Unmarketable Parcel?
If you wish to retain your shares you must complete the attached Share Retention Form and ensure it is received by Automic before the Closing Date, being 5.00pm (Sydney time) on Friday 26 February 2021.
Alternatively, you may acquire additional shares so that you hold at least 31,250 shares as at the Closing Date. In this event, the Facility will not apply to any of your shares.
Important Notes
The Company is not licensed to provide financial product advice. The Company makes no recommendation as to whether you should participate in the Facility. You are encouraged to seek advice from your legal or financial adviser if you are unsure about what to do in response to this notice.
The market price of shares is subject to change from time to time. Up-to-date information on the price of Company shares is available on ASX’s website www.asx.com.au from time to time.
The attached Information Sheet provides further information about the Facility. If you have any further questions about the Facility, please contact Automic’s Information Line on Australia: 1300 288 664 Overseas: +61 2 9698 5414. or visit https://www.automicgroup.com.au.
Yours sincerely
John Baillie Chairman
DXN Limited
ABN: 46 620 888 548
5 Parkview Drive, Sydney Olympic Park, Sydney, NSW 2127 W: dxn.solutions | T: 1300 328 239 | E: [email protected]
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15 January 2021
INFORMATION SHEET - UNMARKETABLE PARCEL SALE FACILITY
Why is the Company Implementing the Facility?
The Company welcomes the support of all shareholders, however, the administrative costs in producing and distributing shareholder communications and maintaining small holdings on the register through registry fees can be disproportionately high when compared with the dollar value of small holdings. Additionally, the Facility will assist holders with a small number of shares who would find it difficult or expensive to dispose of those shares through the normal means.
Does the Company have the authority to sell my shares?
Under ASX Listing Rule 15.13 and clause 3 of the Company’s constitution, the Company has the right to sell Unmarketable Parcels, unless shareholders give notice to the Company before the Closing Date that they wish to retain their shares or acquire additional shares such that their holding at the Closing Date comprises a marketable parcel.
When will my shares be sold under the Facility?
The sale of shares under the Facility will be sold as soon as practicable after the Closing Date.
Can I purchase more shares, so my shares won’t be sold?
If you increase your holding so that the number of shares held is equal to $500 the equivalent of 31,250 shares (ie, a Marketable Parcel) or more at the Closing Date, then the Company will not sell your shares under the Facility.
What if I hold multiple Unmarketable Parcels?
If you hold multiple holdings that, in isolation, are deemed to be Unmarketable Parcels, but when aggregated would constitute a Marketable Parcel, you can contact Automic to have those holdings merged into one holding so that this is reflected on the register before the Closing Date. If you do not do this, each of your holdings will be treated as Unmarketable Parcels.
When and how will I receive sale proceeds
The proceeds from the sale of your shares will be remitted to you as soon as practicable after the completion of the Facility. The expected payment date is as soon as practicable after Friday 26 March 2021 and in any event within eight weeks of the Closing Date. The payment will be made into the bank account nominated by you to Automic.
DXN Limited ABN: 46 620 888 548
5 Parkview Drive, Sydney Olympic Park, Sydney, NSW 2127 W: dxn.solutions | T: 1300 328 239 | E: [email protected]