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HARRIS TECHNOLOGY GROUP LIMITED — Board/Management Information 2003
May 13, 2003
65074_rns_2003-05-13_212dcc1d-d6ad-424e-a8d4-37aa79c78d40.pdf
Board/Management Information
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The Swish Group Limited ABN 93 085 545 973
Level 6 257 Collins Street Melbourne Victoria 3000 Australia [T] 61 3 9662 1233 $[F]$ 61 3 9662 1942
14 May 2003
Australian Stock Exchange Limited Companies Announcements Office $4th$ Floor 20 Bridge Street SYDNEY NSW 2000
Dear Sir
MANAGING DIRECTOR'S ADDRESS
Attached is an announcement for release to the market regarding The Swish Group Limited.
Yours faithfully,
CARY P. STYNES Managing Director
MANAGING DIRECTOR'S ADDRESS
As shareholders will be aware, the Company listed on the Australian Stock Exchange ("ASX") in June 1999. Swish Group's principal activities are in the area of media production, technology and graphic and web design. In 2002 the Company acquired Planet X Group which was involved in film and television production, animation, special effects production and the development and supply of technologies for the media industry to add to its existing businesses.
On 31 October 2002, the Directors of the Company appointed David Lockwood and Laurence Fitzgerald of Sims Lockwood (now Horwaths) as Administrators of the Company. The appointment was made following the Company's securities being suspended from trading on the ASX.
On 23 December 2002 the Administrators entered into a contract of sale for certain of the business and assets of the Company with Murphy Family Nominees Pty Ltd. Settlement of that transaction occurred on 10 January 2003.
On 14 January 2003 the Administrators entered into a contract to sell the Company and its core Planet X Group business to Media Entertainment Pty Ltd (a company associated with myself and fellow Executive Director Mr. Peter Crafter). The terms of the agreement with Media Entertainment pursuant to which Media Entertainment will recapitalise and restructure the Company are reflected in the Deed of Company Arrangement, a summary of which is set out in the Explanatory Memorandum. Mr. Gardiner, Mr. Crafter and I were appointed Directors of the Company on that day.
The Deed of Company Arrangement provides that, subject to certain conditions being met, an amount of \$170,000 and 10,000,000 Shares in the Company will be made available for the satisfaction of creditors and employee claims and to meet the costs of the Administration. In addition, Media Entertainment intends to provide further funding to the Company to enable the reinstatement of quotation of the Company's shares on the ASX and to fund the Company's ongoing operations.
The Agreement with Media Entertainment is subject to Shareholder approval to be sought at this Extraordinary General Meeting. The purpose of this meeting is to seek approval for the resolutions proposed which will enable Media Entertainment to satisfy the terms of the Deed of Company Arrangement. It is the Board's intention to seek requotation of the Company's shares on the ASX as soon as possible after this meeting. If shareholder approval is obtained for the resolutions to be tabled at this meeting and the Board is successful in having the Company relisted on ASX, the Administration of the Company will be brought to an end.
It is the Company's intention over the next 12 months to continue to expand the existing business of the Swish Group in the areas of media production, technology and graphic and web design and to develop those businesses, through organic growth and by strategic and complementary acquisition.
The Board believes there are significant opportunities in the segment of the media and technology sector in which the Company operates and that it can benefit from the expected upturn and rationalisation in the advertising, media production and technology industries.
Summary of Proposals
Resolutions 1 to 2
Resolutions 1 and 2 relate to the re-election of my fellow directors Mr. Martin Gardiner and Mr. Peter Crafter as required in accordance with the Constitution of the Company.
Resolutions 3 to 5
Resolutions 3 to 5 comprise the components of the agreement reached between Media Entertainment and the Administrators of Swish Group that will provide for a distribution to employees and creditors in both cash and Shares in the Company. They also enable Media Entertainment to provide further funding
to the Swish Group to facilitate the reinstatement of quotation of the securities of the Company on ASX and its ongoing operations. It is proposed that these funds will be raised on the following basis:
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- Through the issue of 70,000,000 fully paid ordinary Shares to Media Entertainment:
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- Through the issue of 10,000,000 fully paid ordinary Shares to the Administrators on behalf of creditors and employees; and
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- Through the issue of up to 166,666,667 fully paid ordinary Shares to Media Entertainment pursuant to an equity facility of up to \$500,000 to be drawn down on agreed terms and as required by Swish Group. The facility is to be provided by way of a convertible loan to Swish Group and secured by way of a fixed and floating charge over the business and assets of the Company. The loan is convertible into Shares in the Company for a period of 12 months from the date of the Extraordinary General Meeting.
The Agreement is subject to Shareholder approval at this meeting as well as all necessary the ASX. ASIC and other regulatory approvals and the reinstatement of quotation of the securities of the Company on ASX.
Resolution 6
Resolution 6 enables the Company to raise additional capital for a period of 3 months from today's meeting.
If the re-financing package contained in Resolutions 3 to 6 are not approved by the Members, the preconditions of the agreement between Media Entertainment and the Administrators of Swish Group cannot be satisfied and the Administrators have indicated that the Company will be placed into liquidation.
My appreciation is extended to you the Company's shareholders who have seen the value of your investment decline significantly over the past few years. I can assure you that the new directors, management and staff are working extremely hard to restore value to the Company. I look forward to your continuing support as the new Board and management seeks to develop the Company's exciting media business.