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FLEXIROAM LIMITED — Capital/Financing Update 2019
Oct 1, 2019
64947_rns_2019-10-01_5a4a92b7-8dbe-4d64-a091-646515f1ec74.pdf
Capital/Financing Update
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2 October 2019
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Dear Shareholder,
RENOUNCEABLE RIGHTS ISSUE – NOTIFICATION TO ELIGIBLE SHAREHOLDERS
On 2 October 2019 Flexiroam Limited ( Company ) announced a renounceable pro rata offer of approximately 60.5 million fully paid ordinary shares ( New Shares ) at an issue price of $0.02 per New Share, with 1 attaching option (exercise price $0.12 expiring 3 years from issue) ( Listed Options ) for every New Share issued ( Rights Issue ).
The Rights Issue is offered to holders of the Company’s fully paid shares held as at 7:00pm (AEDT) on 7 October 2019 ( Record Date ) with a registered address in Australia, New Zealand or Malaysia, on the basis of 1 New Share for every 4 shares held, and will raise up to approximately $1.2 million (before costs).
The Rights Issue is lead managed by CPS Capital Group Pty Limited.
The Directors intend to apply the proceeds from the Rights Issue as follows:
| Use of funds (approx) 1 | MinimumSubscription2 | FullSubscription |
|---|---|---|
| Sales andMarketing | 209,294 | 437,821 |
| ResearchandDevelopment | 20,264 | 42,390 |
| General working capital | 284,542 | 598,906 |
| Costs ofthe offer | 85,900 | 131,300 |
| Totaluse of funds | 600,000 | 1,210,417 |
1 This table is a statement of the proposed application of the funds raised as at the date of this letter. As with any budget, intervening events and new circumstances have the potential to affect the Company’s decisions. The Company reserves the right to vary the way funds are applied. 2 Funds raised will, in the event less than Fully Subscription is received, be allocated firstly towards the costs of the Offer and then proportionally as set about above.
The Company expects the Rights Issue to be conducted in accordance with the following timetable:
| Ex date – Shares trade ex Entitlement (Ex Date) Rights trading commences on deferred settlement basis |
4 October 2019 |
|---|---|
| Record date to determine Entitlement (Record Date) | 7pm AEST, 7 October 2019 |
| Prospectus with Entitlement and Acceptance Form dispatched Offeropensfor receipt of Applications |
No later than 10 October 2019 |
| Rights trading ends | 17October 2019 |
| Closing dateforacceptances | 24October 2019 |
| NotifyASXofunder-subscriptions | 29 October 2019 |
| Issue of NewShares | 31October 2019 |
| Dispatch of shareholding statements Normaltrading of NewShares expected to commence |
1 November 2019 |
The Directors may extend the Closing Date subject to the Corporations Act and Listing Rules.
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The New Shares issued pursuant to the Rights Issue will rank equally with existing fully paid ordinary shares in the Company. Application has been made for the quotation of the New Shares and Listed Options.
The Rights Issue will be offered under a prospectus which was lodged with ASIC on 2 October 2019 (Prospectus), and which will be sent to Eligible Shareholders shortly after the Record Date. Shareholders should consider the Prospectus carefully in deciding whether to acquire securities offered under the Rights Issue.
The Company’s capital structure before and after completion of the Rights Issue is set out below:
| MinimumSubscription | FullSubscription | |
|---|---|---|
| Shares currently on issue1 | 242,083,451 | 242,083,451 |
| NewShares offered | 30,000,000 | 60,520,863 |
| TotalShares on issue | 272,083,451 | |
| Listed Options offered | 30,000,000 | 60,520,863 |
| Lead Manager Options | 2,500,000 | 2,500,000 |
| Total Options on issue | 32,500,000 | 63,020,863 |
1 This assumes no further Shares are issued prior to the Record Date.
The Company reserves the right to issue further securities in conjunction with the Rights Issue using its existing 15% capacity.
Please contact the Company on +61 8 6389 2688 or [email protected] if you have any queries, or consult your stockbroker or professional adviser.
We look forward to your participation in the Rights Issue.
Yours faithfully
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Jefrey Ong Managing Director Flexiroam Limited
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2 October 2019
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Dear Shareholder,
RENOUNCEABLE RIGHTS ISSUE – NOTIFICATION TO INELIGIBLE SHAREHOLDERS
On 2 October 2019 Flexiroam Limited ( Company ) announced a renounceable pro rata offer of approximately 60.5 million fully paid ordinary shares ( New Shares ) at an issue price of $0.02 per New Share, with 1 attaching option (exercise price $0.12 expiring 3 years from issue) ( Listed Options ) for every New Share issued ( Rights Issue ).
The Rights Issue is offered to holders of the Company’s fully paid shares held as at 7:00pm (AEDT) on 7 October 2019 ( Record Date ) with a registered address in Australia, New Zealand or Malaysia, on the basis of 1 New Share for every 4 shares held, and will raise up to approximately $1.2 million (before costs).
The Company has decided that it is impractical to make offers under the Rights Issue to shareholders with a registered address outside Australia, New Zealand or Malaysia ( Ineligible Shareholders ), having regard to the number of such shareholders, their holdings and the compliance costs required to offer the Shares under the Rights Issue to those shareholders.
Unfortunately, since you are an Ineligible Shareholder, no offer is being made to you and the offer document prepared by the Company in relation to the Rights Issue will not be sent to you. In accordance with the Listing Rules and Corporations Act, the Company has appointed CPS Capital Group Pty Limited to sell your entitlements, and to account to you for the net proceeds of sale (if any).
This letter is neither an offer to issue new shares to you, nor an invitation for you to apply for new shares, and you do not have to take any further action in relation to the Rights Issue.
Please contact the Company on +61 8 6389 2688 or [email protected] if you have any queries, or consult your stockbroker or professional adviser.
Yours faithfully
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Jefrey Ong Managing Director Flexiroam Limited
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