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GREEN360 TECHNOLOGIES LIMITED — Capital/Financing Update 2012
Oct 8, 2012
65020_rns_2012-10-08_c99838f1-44d4-4052-be0f-1204a53ae724.pdf
Capital/Financing Update
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- 9 October 2012
Dear Shareholder
Lithex Resources Limited - notice to eligible shareholders – 1 for 2 non-renounceable entitlement issue
On 5 October 2012, Lithex Resources Limited (ACN 140 316 463) (“Lithex” or “Company”) announced its intention to undertake a Placement and an Entitlement Issue to raise additional equity to fund exploration on the graphite projects that the Company will acquire pursuant to its Heads of Agreement with Far North Minerals Pty Ltd and to fund its ongoing exploration requirements for its current projects, as well as raising additional working capital.
Cunningham Paterson Sharbanee Securities Pty Ltd trading as CPS Securities (ACN 088 055 636) (“CPS Securities”) has agreed to immediately place 6,987,000 fully paid ordinary shares (“Shares”) at 5 cents per Share, together with a 1:2 free attaching option exercisable at 8 cents on or before 31 December 2015, to raise an initial $349,350 (before costs) under the Company’s 15% placement capacity. The Placement will be undertaken in conjunction with Entitlement Issue on the basis of one (1) new Share for every two (2) Shares held by Shareholders on the record date of 5:00pm (WST) on 16 October 2012 (“Record Date”), together with a 1:2 free attaching option exercisable at 8 cents on or before 31 December 2015, to raise up to $1,339,175 (before costs).
The Entitlement Issue is fully underwritten by CPS Securities (“Underwriter”). The Company must pay the Underwriter an underwriting fee of 6% of the total amount raised under the Entitlement Issue (exclusive of GST), which will be approximately $80,350. The Company must also issue the Underwriter with 10,000,000 options exercisable at 8 cents on or before 31 December 2015.
Securities that are not subscribed for under the Entitlement Issue (“Shortfall Securities”) will be issued at the discretion of the Underwriter in accordance with the Underwriting Agreement. Shortfall Securities will only be issued if the Entitlement Issue is undersubscribed and will only be issued to the extent necessary to make up any shortfall in subscriptions.
The Company intends to use the funds raised from the Placement and Entitlement Issue towards:
- a) to fund exploration on the Company’s graphite projects to be acquired pursuant to the Heads of Agreement with Far North Minerals Pty Ltd (as announced to ASX on 4 October 2012);
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2 9 October 2012
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b) to fund the Company’s ongoing exploration requirements for its current projects;
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c) for additional working capital,
and to fund the issue costs associated with the offers.
Entitlement Issue and Offer Document
The Entitlement Issue will be made to Eligible Shareholders without disclosure under Part 6D.2 of the Corporation Act 2001 (Cth) (“Corporation Act”) pursuant to section 708AA of the Corporations Act.
The Company released an Offer Document for the Entitlement Issue to ASX on 5 October 2012. A copy of the Offer Document will be available on ASX’s website www.asx.com.au and Lithex’s website www.lithex.com.au.
The Entitlement Issue is non-renounceable, which means that entitlements to participate in the Entitlement Issue cannot be sold. Therefore, to the extent that an Eligible Shareholder does not take up all or part of their entitlement under the Entitlement Issue, that entitlement (or the relevant proportion not taken up) will lapse and the Shares the subject of that entitlement (or relevant proportion not taken up), as well as those Shares which would have been offered to ineligible shareholders if they had been eligible to participate in the Entitlement Issue, will constitute Shortfall Securities that may be allotted at the discretion of the Underwriter.
Shares issued pursuant to the Entitlement Issue will rank equally with all fully paid ordinary shares in the capital of the Company already on issue. The Company will apply for official quotation of the Options offered under the Offer Document and the Options will be exercisable at $0.08 each on or before 31 December 2015. Following completion of the Entitlement Issue, the Company will have issued approximately 26,783,506 new Shares (assuming no options to acquire Shares are exercised prior to the Record Date) and 13,391,753 free attaching Options.
For the purposes of calculating each Eligible Shareholders’ entitlement, fractions of entitlements have been rounded up to the nearest whole number of Shares.
Eligible Shareholders
A person will be eligible to participate in the Entitlement Issue if:
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(a) the person was a registered holder of Lithex Shares at 5:00pm (WST) on 16 October 2012; and
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(b) the person’s registered address is in Australia or New Zealand.
To the extent that a person holds Shares on behalf of another person resident outside Australia or New Zealand, it is that person’s responsibility to ensure that any acceptance complies with all applicable foreign laws.
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Indicative timetable for the Entitlement Issue
| dicative timetable for the Entitlement Issue | |
|---|---|
| Event | Date |
| Release of Offer Document, Cleansing Notice and Appendix 3B to ASX |
Friday, 5 October 2012 |
| Notice sent to Shareholders | Tuesday, 9 October 2012 |
| Ex Date (date from which securities commence trading without the Entitlement to participate in the Rights Issue) |
Wednesday, 10 October |
| Record Date5pm (WST) (date for determining Entitlements of Eligible Shareholders to participate in the Rights Issue) |
Tuesday, 16 October 2012 |
| Offer Document Dispatched to Shareholders (expected date of dispatch of Offer Document, Entitlement and Acceptance Forms) |
Wednesday, 17 October 2012 |
| Offer Opening Date | Wednesday, 17 October 2012 |
| Offer Closing Date* 5pm (WST) | Wednesday, 31 October 2012 |
| Securities quoted on a deferred settlement basis ** | Thursday, 1 November 2012 |
| ASX notified of under subscriptions** | Friday, 2 November 2012 |
| Dispatch holding statements** | Monday, 5 November 2012 |
- Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares and free-attaching Options.
** These dates are indicative only.
Actions required of Eligible Shareholders
There are a number of actions Eligible Shareholders may take:
- You may wish to accept all of your rights to subscribe for New Shares and Options pursuant to the Offer Document (“Entitlement”). To take up your Entitlement, you will need to ensure your application money for the Entitlement you wish to take up is received by Security Transfer Registrars Pty Ltd (“Share Registry”) by no later than 5:00pm (WST) on 31 October 2012, by completing and returning your Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form or making a
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payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form.
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You may wish to accept your Entitlement in full and apply for any Shortfall. To take up your Entitlement and apply for Shortfall , you will need to ensure your application money for the Entitlement and Shortfall you wish to take up is received by the Share Registry by no later than 5:00pm (WST) on 31 October 2012, by completing and returning your Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form plus any Shortfall you wish to apply for or making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form. Any Shortfall applied for will be issued at the discretion of the Directors in consultation with the Underwriter . If you do not receive all of the additional new Shares and free-attaching Options you applied for, any excess application monies will be returned to you (without interest).
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You may wish to accept part of your Entitlement. To take up part of your Entitlement you will need to ensure your application money for the Entitlement you wish to take up is received by the Share Registry by no later than 5:00pm (WST) on 31 October 2012, by completing and returning your Entitlement and Acceptance Form by filling in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form or making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form (at $0.05 per Share).
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You may do nothing. If you choose to do nothing with your Entitlement, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.
If you have any queries concerning the Entitlement Issue, or the action you are required to take to subscribe for Shares, please contact the Share Registry on 08 9315 2333(within Australia) or +61 8 93152333 (outside Australia).
Yours sincerely
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Rob Mandacini Managing Director