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FLEXIROAM LIMITED — Capital/Financing Update 2024
Jul 4, 2024
64947_rns_2024-07-04_b8531dc5-cb94-464e-acde-a86d16a37900.pdf
Capital/Financing Update
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5 July 2024
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DESPATCH OF OFFER DOCUMENT
Flexiroam Limited (ASX:FRX) (Flexiroam or the Company) confirms that:
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the Offer Document lodged by the Company with ASX on Thursday, 27 June 2024 ( Offer Document ) and the personalised entitlement and acceptance form ( Entitlement Form ) in relation to the non-renounceable pro rata rights issue offer of fully paid ordinary shares in Flexiroam (details of which were announced to ASX on 27 June 2024) ( Offer ) were despatched today to Eligible Shareholders who have nominated to receive documents from the Company by electronic means; and
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other Eligible Shareholders were despatched a letter notifying them of the Offer and providing instructions on how to participate in the Offer (including how to access the Offer Document and personalised entitlement and acceptance form).
The Offer opened today, Friday, 5 June 2024 and is expected to close at 5.00pm (WST) on Thursday, 18 July 2024.
Eligible shareholders can download a copy of the Offer Document and a personalised Entitlement
Form during the offer period through the investor portal at https://investor.automic.com.au/#/home.
Further Information
For all enquiries concerning the Offers, please contact the Company Secretary by telephone on +61 2 8072 1400 or Automic Group on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) at any time between 9:00 am and 5:00 pm (WST), Monday to Friday before the Offers close on 5 March 2024.
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AUTHORISED BY THE BOARD OF DIRECTORS
Corporate enquiries Investor enquiries Steve Picton, CEO Danny Younis Telephone: +61 416 269 177 Telephone: +61 2 8072 1408 Email: [email protected] Email: [email protected]
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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com
ABOUT FLEXIROAM
FlexiRoam Limited (ASX: FRX) is the connectivity solution for a new era of travel. Globally, travellers are seeking a more flexible, spontaneous travel experience, facilitated by seamless data at competitive rates. FlexiRoam’s versatile network spans 520 network operators in over 200 countries and regions, making it the preferred service for consumers and businesses worldwide. Our ability to provide a trusted global communications network for Partners to add solution value within key sectors. And with a ‘Customer at the Heart’ ethos we live and breathe our purpose, ‘to open-up global connectivity so that every person can experience the joy of flexible travel’.
For further information, please visit https://www.flexiroam.com
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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com
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[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]
5 July 2024
Dear Shareholder
Notice to Eligible Shareholders of Non-Renounceable Rights Issue Offer
We write to you as the registered holder of fully paid ordinary shares in Flexiroam Limited (ASX:FRX) ( Flexiroam or the Company ).
As announced to ASX on 27 June 2024, Flexiroam is seeking to raise up to $1,038,232.70 million (before costs) via a non-renounceable, pro rata rights issue offer ( Offer ) of new fully paid ordinary shares in the Company ( New Shares ).
The Company’s Board of Directors is now pleased to offer shareholders who are registered at 5:00pm (WST) on 3 July 2024 ( Record Date ) with a registered address in Australia, New Zealand, Malaysia, Singapore or Hong Kong ( Eligible Shareholders ) the opportunity to participate in the Offer on the basis of 1 New Share for every 18 existing fully paid ordinary shares in the Company ( Shares ) held at the Record Date ( Entitlement ), at an issue price of $0.025 per New Share.
All New Shares will rank equally with the Company’s existing Shares. The Company will apply for quotation of the New Shares subject to compliance with the requirements of ASX and the ASX Listing Rules.
Eligible Shareholders who take up their Entitlements in full will also be permitted to subscribe for any additional New Shares comprising the shortfall to the Offer ( Shortfall ) under a top-up facility ( Top-up Facility ).
The Offer is fully underwritten by Richmond Bridge Pty Ltd (ACN 084 510 501) as trustee for the Richmond Bridge Superannuation Fund, an entity controlled by Executive Chairman and Chief Executive Officer of the Company, Mr Stephen Picton.
The Company has not engaged a lead manager to manage the Offer.
Purposes of the Offer
Proceeds from the Offer will be applied as follows:
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marketing campaigns to boost customer acquisition and retention;
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repayment of a loan provided to the Company by its CEO, Mr Picton;
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additional working capital to enhance capital management through the normal quarterly business cycle; and
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costs of the Offer.
Offer Document
Details of the Offer are set out in this letter and the offer document which was released to ASX on 27 June 2024 ( Offer Document ).
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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com
A copy of the Offer Document, along with instructions on how to apply for New Shares and BPAY payment instructions, is available online. You can also request a physical copy of the Offer Document from the Company by following the instructions below.
Eligible Shareholders should read the Offer Document in full prior to making an application under the Offers.
As an Eligible Shareholder, you may:
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take up all of your Entitlement;
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take up all your Entitlement and subscribe for additional New Shares under the Top-up Facility;
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take up part of your Entitlement and allow the balance to lapse; or
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do nothing and allow your Entitlement to lapse.
How to access the Offer
You can access the Offer:
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ONLINE – a copy of the Offer Document and your personalised Entitlement and Acceptance Form are available through the investor portal at https://investor.automic.com.au/#/home.
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HARDCOPY – a paper copy of the Offer Document and a personalised Entitlement and Acceptance form can be obtained by contacting the Company Secretary at [email protected].
Please note that there may be delays in the delivery of the Offer Document and your personalised Entitlement and Acceptance Form via post. The Company does not take any responsibility for any late deliveries and strongly encourages you to apply online.
Share Price Information
On the last trading day prior to the announcement of the Offer, being 26 June 2024, the closing price of the Shares traded on ASX was $0.019.
The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any New Shares are allotted to you as a result of your application. The Board recommends that you speak to your professional advisers if you are in any doubt as to any aspects of the Offer Document, the Offer or any other matter relating to an investment in the Company.
Key Dates
The Offer is scheduled to close at 5:00 pm (WST) on Thursday, 18 July 2024 ( Closing Date ) unless extended. If you wish to take up part or all of your Entitlement, you must ensure that the application money is received by the Company’s share registry, Automic Group, by 5:00 pm (WST) on the Closing Date.
| Event | Target Date |
|---|---|
| Announcement of Offer to ASX Lodgement with ASX of Offer Document, Appendix 3B and notice under section 708AA(2)(f) of the Corporations Act |
Thursday, 27 June 2024 |
| Record Date (5:00pm (WST)) | Wednesday, 3 July 2024 |
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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com
| Dispatch of Offer Document and Acceptance Forms to Eligible Shareholders Opening Date of the Offer |
Friday, 5 July 2024 |
|---|---|
| Last day to extend Offer Period | Monday, 15 July 2024 |
| Closing Date of the Offer (5:00pm (WST)) | Thursday, 18 July 2024 |
| Announcement of acceptances and Shortfall to ASX | Tuesday, 23 July 2024 |
| Issue of New Shares under the Offer | Thursday, 25 July 2024 |
| Dispatch of Holding Statements | Thursday, 25 July 2024 |
| Normal trading of New Shares to commence on ASX | Friday, 26 July 2024 |
Note: These dates are indicative only and subject to change. Subject to the Listing Rules, the Company may vary these dates without notice, including whether to close the Offer early, extend the Offer, or accept late Acceptances, either generally or in particular cases, without notification.
Further Information
For all enquiries concerning the Offer, please contact the Company Secretary, by telephone on +61 2 8072 1400 or at [email protected]. For all general shareholder enquiries, please contact Automic Registry Services, on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia).
Yours sincerely
Kamille Dietrich
Company Secretary
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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com