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First Graphene Ltd. — Capital/Financing Update 2007
Jul 19, 2007
35640_rns_2007-07-19_bcc89cb6-f801-43c8-b741-a2bbce46653f.pdf
Capital/Financing Update
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ASX Announcement
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20 July 2007
Tolhurst Completes acquisition of InterFinancial
Tolhurst Group Limited ( Tolhurst - TNL ) is pleased to announce the completion of the acquisition of all of the issued capital of InterFinancial Holdings Pty Ltd ( InterFinancial ).
Details of the InterFinancial acquisition were contained in the Notice of General Meeting dated 3 May, 2007 and the Tolhurst Rights Issue Prospectus issued on 4 June, 2007.
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At completion today, the InterFinancial vendors were paid a cash sum of $9.1 million (comprising $8 million and a net asset adjustment of $1.1 million) and issued with 6 million fully paid ordinary shares with a nominal value of 50 cents per share ($3 million) subject to a 24 months voluntary escrow period. An additional up to 15.5 million fully paid ordinary shares ($7.75 million) will be issued in June, 2009 provided certain performance targets and personnel retention requirements are met. The issue of these shares was approved by Tolhurst shareholders at the general meeting held on 4 June, 2007. A further net asset adjustment of up to approximately $390,000 may be payable dependant on the outcome of an ATO ruling.
Tolhurst has funded the $9.1 million cash and net assets adjustment component of the acquisition price for InterFinancial through the recently completed 1 for 8 non-renounceable rights issue and from existing cash resources.
As per the terms of the transaction, Mr Greg Bundy (former executive chairman of InterFinancial) will be appointed a director of Tolhurst. This will formally occur at the next board meeting of Tolhurst and will be announced to ASX at that time.
Mr Bundy said, “Becoming part of the Tolhurst Group will enable us to offer small and mid-sized business a level of advice which will rival that normally reserved for blue chip players”.
Since the announcement 4 months ago of Tolhurst’s intended acquisition, InterFinancial has successfully executed a number of significant and varied mandates. Tolhurst anticipates continued healthy activity levels from the combined InterFinancial/Tolhurst corporate advisory business for this current year and beyond.
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