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ECS BOTANICS HOLDINGS LTD Capital/Financing Update 2011

May 2, 2011

64818_rns_2011-05-02_fe6c89d5-76ec-41b2-bb12-e7125c359a69.pdf

Capital/Financing Update

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3 May 2011

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**Anittel

Group Limited Non-­‐Renounceable Rights Issue**

Dear Shareholder

Anittel Group Limited (the Company) is pleased to provide an opportunity for holders of shares in the Company (Shareholders) with a registered address in Australia or New Zealand (Eligible Shareholders) as at 7:00 p.m. AEST on 10 May, 2011 (Record Date) to participate in a non-­‐ renounceable pro rata rights issue (Rights Issue or the Offer).

Pursuant to the Rights Issue the Company will issue up to approximately 760,528,313 fully paid ordinary shares in the capital of the Company (New Shares) at an issue price of $0.007 (0.7 cents) per New Share. The New Shares will be offered to Eligible Shareholders on the basis of one (1) New Share for every two (2) fully paid ordinary shares (Shares) held in the Company as at the Record Date (Entitlement).

Fractional entitlements will be rounded up to the nearest whole number of New Shares. The New Shares will be fully paid, will rank equally with the Company’s existing issued Shares and the Company will make an application to the ASX for official quotation of the New Shares.

If fully subscribed, the Offer will raise approximately $5,325,439 before transaction costs. The Rights Issue will not be underwritten but Directors will retain the right to place any shortfall at their discretion. The Company will use the net proceeds from the Offer address the company’s working capital requirements including a reduction of debt as well as funding revenue growth through investment in sales and marketing initiatives.

Full details of the Offer are contained in the Offer Document, lodged with ASX on 2 May 2011. The Offer Document is available on the ASX website.

The Offer Document and an entitlement and acceptance form will be sent to all Eligible Shareholders on Monday 16 May 2011.

The rights to subscribe for the New Shares in accordance with an Entitlement under the Offer (Rights) are non-­‐renounceable which means that Eligible Shareholders who do not wish to subscribe for some or all of their Entitlement will be unable to sell their respective Rights.

The number of issued Shares at the date of this letter and the total number of issued Shares at the close of the Offer (if fully subscribed) are as follows:

the close of the Offer (if fully subscribed) are as follows:
Number of Shares currently on issue and quoted on ASX 1,521,056,625
Number of New Shares to be issued under the Offer Up to approximately 760,528,313
Total Shares on issue on completion of the Offer Up to approximately 2,281,584,938

Anittel Group Limited, Level 10, 132 Arthur Street, North Sydney NSW 2060 P: 1300 10 11 12 | F: 1300 88 67 83 | W: www.anittel.com.au | ABN: 98 009 805 298

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Shareholders as at the Record Date that have a registered address outside Australia or New Zealand (Ineligible Shareholders) will not be eligible to participate in the Offer.

In accordance with ASX Listing Rule 7.7.1, the Company has determined that it would be unreasonable to extend the Offer to Ineligible Shareholders.

Under the Offer, Eligible Shareholders may:

  • § take up all of their Entitlement;

  • § allow all of their Entitlement to lapse; or

  • § take up part of their Entitlement and allow the balance to lapse.

Eligible Shareholders who are taking up part or all of their Entitlement must ensure that the completed Entitlement and Acceptance Form and Application Money is received by the Company’s share registry, Computershare Investor Services Pty Limited, by 5.00pm AEST on the Closing Date (Tuesday, 31 May 2011).

The Company advises that Shareholder approval for the issue of New Shares pursuant to the Rights Issue and the placement of any shortfall is not required under the ASX Listing Rules and accordingly Shareholder approval will not be sought.

The proposed timetable and important dates of the Rights Issue are set out below.

Event Date
Announcement of Rights Issue, Offer Document,
Appendix 3B and cleansing notice lodged with ASX Monday 2 May, 2011
Notice to Shareholders containing information required Tuesday 3 May, 2011
by Appendix 3B
Ex date – the date on which Shares commence trading Wednesday 4 May, 2011
without the entitlement to participate in the Rights Issue
Record Date – the date for determining entitlements of Tuesday 10 May, 2011
Shareholders to participate in the Rights Issue
Dispatch of Offer Document and Entitlement and Monday 16 May, 2011
Acceptance Form
Rights Issue opens for acceptances Monday 16 May, 2011
Closing Date Tuesday 31 May, 2011
Shortfall notification Friday 3 June, 2011
Allotment of New Shares Friday 3 June, 2011
Dispatch of Certificates to Shareholders Wednesday 8 June, 2011

Anittel Group Limited, Level 10, 132 Arthur Street, North Sydney NSW 2060 P: 1300 10 11 12 | F: 1300 88 67 83 | W: www.anittel.com.au | ABN: 98 009 805 298

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This timetable is indicative only and subject to change. Subject to the Corporations Act 2001 and the Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date. The Directors also reserve the right not to proceed with the Offer (or any part of it) at any time prior to allotment. In that event, any application money received will be returned without interest.

Please ensure you read the Offer Document in its entirety and refer to the Company’s ASX announcements before considering whether to participate in the Offer. If in any doubt you should consult your professional advisor.

For further information on your Entitlement please contact the Company’s share registry Computershare Investor Services Pty Limited by telephone on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia).

Yours faithfully

Justyn Stedwell Company Secretary On behalf of the Board of Directors Anittel Group Limited

Anittel Group Limited, Level 10, 132 Arthur Street, North Sydney NSW 2060 P: 1300 10 11 12 | F: 1300 88 67 83 | W: www.anittel.com.au | ABN: 98 009 805 298