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FLEXIROAM LIMITED — Capital/Financing Update 2025
Jan 15, 2025
64947_rns_2025-01-15_ce91c01f-b668-4b42-b54c-70c6b057cfc4.pdf
Capital/Financing Update
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[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]
16 January 2025
Dear Shareholder
NON-RENOUNCEABLE ENTITLEMENT OFFER – NOTICE TO INELIGIBLE SHAREHOLDERS
We write to you as a registered holder of fully paid ordinary shares ( Shares ) in Flexiroam Limited ( Company ).
On 8 January 2024, the Company announced to the Australian Securities Exchange ( ASX ) that it was undertaking a non-renounceable, pro-rata entitlement offer of up to 785,643,781 Shares ( New Shares ) to raise up to $3,928,219 before costs ( Offer ).
This letter is to inform you about the Offer and to explain why you will not be able to apply for New Shares under it. This letter is not an offer to issue New Shares to you, nor an invitation to you to apply for New Shares. You are not required to do anything in response to this letter.
Details of the Offer
Shareholders who were registered at 5:00pm (AWST) on 13 January 2025 ( Record Date ) with a registered address in Australia, New Zealand, Malaysia, Singapore or Hong Kong ( Eligible Shareholders ) will be eligible to participate in the Offer on the basis of 1 New Share for every 1 existing Shares held at the Record Date, at an issue price of $0.005 per New Share.
Eligible Shareholders will also be given the opportunity to apply for any additional New Shares for which the Company does not receive valid applications from other Eligible Shareholders under the Offer (i.e. the shortfall), by way of a top-up facility ( Top-up Facility ).
New Shares are to be quoted and will rank equally with the Company’s existing Shares at the time of issue.
The Offer is partially underwritten up to 200,000,000 New Shares for $1,000,000 by Mr Jefrey Ong, an Executive Director and the interim CEO of the Company.
Details of the Offer are set out in the offer document which was released to ASX on 8 January 2025 ( Offer Document ).
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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com
Purposes of the Offer
It is proposed the funds raised under the Offer will be used as set out in the table below. The table is a statement of present intention as at this announcement and may change.
| Use | 50% Subscription |
100% Subscription |
|---|---|---|
| Contingent funds for repayment of loan | $750,000 | $1,500,000 |
| General working capital | $1,186,599 | $2,395,941 |
| Estimated costs of the Offer | $27,511 | $32,278 |
| Total | $1,964,110 | $3,928,219 |
Ineligibility to participate
Shareholders who have a registered address outside Australia, New Zealand, Malaysia, Singapore or Hong Kong at the Record Date ( Ineligible Shareholder ) are not eligible to participate in the Offer. This decision has been made pursuant to ASX Listing Rule 7.7.1(a) after taking into consideration the costs of complying with legal and regulatory requirements in jurisdictions outside of Australia, New Zealand, Malaysia, Singapore or Hong Kong compared with the small number of Ineligible Shareholders and the number and value of New Shares to which they would otherwise be entitled.
Unfortunately, according to the Company’s records, you do not satisfy the eligibility criteria stated above, and are therefore an Ineligible Shareholder. Accordingly, the Company will not be extending the Offer to you, and you will not receive the Offer Document or be able to apply for New Shares under the Offer.
As the Offer is non-renounceable, entitlements in respect of any New Shares that would have been offered to you if you were an Eligible Shareholder will lapse and you will not receive any payment or value for those entitlements.
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 faithfully
Tat Seng Koh Chairman Flexiroam Limited
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