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HOLISTA COLLTECH LIMITED — Capital/Financing Update 2021
May 9, 2021
65044_rns_2021-05-09_6d1fbae9-2451-46d6-acd7-e7b0b9baf65a.pdf
Capital/Financing Update
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Holista Colltech Limited (ASX:HCT / ABN 24 094 515 992) Level 5, 126 Phillip Street, Sydney NSW 2000, Australia P: +61 8 63645028; F: +61 2 8072 1440
www.holistaco.com
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Share Sale Facility for Holders of Unmarketable Parcels
ASX Announcement
10 May 2021
Holista Colltech Limited (ASX: HCT) ( HCT or the Company ) is pleased to advise that the Company has established an Unmarketable Parcel Sale Facility ( UMP Facility ) for holders with parcels of fully paid ordinary shares in HCT ( Shares ) valued at less than A$500 (each an Unmarketable Parcel ). The UMP Facility will enable Unmarketable Parcel Shareholders ( UMP Shareholders ) to sell their shares without incurring any brokerage or handling costs.
Any tax consequence arising from the participation in the UMP Facility will be the responsibility of UMP Shareholders.
The UMP Facility will be available to UMP Shareholders, recorded on HCT’s register of members who at 7.00pm (Sydney time) on 4 May 2021 ( Record Date ) were holders of an Unmarketable Parcel in the Company.
The UMP Facility will be subject to the terms set out in the letter attached that will be sent to each UMP Shareholder and which provides details of the UMP Facility as well as instructions for those UMP Shareholders wishing to retain their Shares.
A summary of the key dates in relation to the UMP Facility is as follows:
| Event | Date |
|---|---|
| Record Date | 4 May 2021 |
| Announcement to ASX | 10 May 2021 |
| Letters sent to UMP Shareholders | 10 May 2021 |
| Closing Date for receipt of Share Retention Form | 21 June 2021 |
HCT reserves the right to vary the UMP Facility, to change any of the above dates, or not to proceed with the Facility by notice to the ASX.
Authorised by for release by the Board of Directors.
-Ends-
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Holista Colltech Limited
(ASX:HCT / ABN 24 094 515 992) Level 5, 126 Phillip Street, Sydney NSW 2000, Australia P: +61 8 6364 5028; F: +61 2 8072 1440
www.holistaco.com
10 May 2021
Dear Shareholder
NOTICE OF SHARE SALE FACILITY FOR HOLDERS OF UNMARKETABLE PARCELS
The Board of Directors of Holista Colltech Limited (ASX: HCT) ( HCT or the Company ) are pleased to advise that the Company has established an Unmarketable Parcel Sale Facility ( UMP Facility ) for holders with parcels of fully paid ordinary shares in HCT (Shares) valued at less than A$500 (each an Unmarketable Parcel ). The UMP Facility will enable Unmarketable Parcel Shareholders ( UMP Shareholders ) to sell their shares without incurring any brokerage or handling costs.
The UMP Facility will be available to UMP Shareholders, recorded on HCT’s register of members (Register) who at 7.00pm (Sydney time) on 4 May 2021( Record Date ) were holders of an Unmarketable Parcel in the Company.
Based on a price of $0.050 per share, being the closing price of HCT shares on the ASX on the Record Date, a holding of 9,999 Shares or less represented an Unmarketable Parcel. Our records show that you are recorded on the Register as an UMP Shareholder as at the Record Date and accordingly are eligible to participate in the UMP Facility.
As at the Record Date, the Company has approximately 2,406 shareholders of which approximately 1,086 hold Unmarketable Parcels, that in aggregate represent approximately 1.44% of all issued Shares.
Pursuant to clause 3 of HCT’s Constitution and the ASX Listing Rule 15.13, the Company may notify eligible shareholders that it intends to sell their holdings unless they complete and return the enclosed Share Retention Form by 5.00pm (Sydney time) on 21 June 2021 ( Closing Date ).
Your options
As an UMP Shareholder of HCT Shares, your options are set out below:
1. Sell your Unmarketable Parcel
If you wish to sell your HCT Shares through the UMP Facility without incurring any brokerage or handling costs, you DO NOT need to take any action. HCT is authorised under clause 3.4 of its Constitution to sell your Shares immediately following the expiry of a 6 week period from the date this letter was sent to you, the Closing Date, unless the Company receives a completed Share Retention Form from you within such time, as contemplated in section 2 below.
Your shares will be pooled with other shares that are eligible to be sold under this UMP Facility and sold as soon as practicable after the Closing Date. All costs associated with the sale of your shares will be borne by the Company. You do not need to appoint a broker nor pay the brokerage and handling costs associated with the sale of shares under the UMP Facility. Any tax consequences arising from the sale of your shares will be your responsibility.
The price at which shares will be sold under the UMP Facility will be at the best price reasonably available for the shares, as determined by the Directors at their sole discretion. The price ultimately received will be determined by market conditions and may be different from the market price prevailing at the time. Accordingly, you will receive a proportionate share of the sale proceeds from all shares sold under the UMP Facility.
Sale proceeds will be paid to you in Australian dollars into the bank account with any Australian “Authorised Deposit-taking Institution” (as defined in the Corporations Act) that you have nominated for your shareholding or by cheque to the postal address you have registered for your shareholding. You may update your bank account details by visiting www.computershare.com.au/easyupdate/HCT and following the prompts.
2. Retain your existing holding
If you wish to retain your HCT Shares, YOU MUST either:
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i. Complete and return the attached Share Retention Form in accordance with the instructions on that form, so that it is received by HCT’s Share Registry by 5.00pm (Sydney time) on 21 June 2021, being the Closing Date of this UMP Facility; or
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ii. Make your own arrangements outside of this UMP Facility to increase your holdings by purchasing additional HCT Shares so that your registered holding is at least $500 worth of shares on the Closing Date. The increase must be under the same name and address and with the same holder number (SRN or HIN) as set out on the attached Share Retention Form; or
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iii. If you hold HCT Shares in multiple holdings, arrange to have those holdings merged into one holding of at least $500 so that this is reflected on HCT’s Register on the Closing Date.
If you successfully take one of these steps by the Closing Date, HCT will not be entitled to sell your shares under the UMP Facility.
Important Information
HCT is not bound to sell all or any of the shares that may be available for it to sell under the UMP Facility, and there is no guarantee that HCT will be able to sell your shares. In addition, the sale proceeds may differ from the market value of your shares on the Record Date depending on movements in the market price of the shares and on the Company appointed brokers’ ability to procure purchasers.
Neither HCT nor any other person involved in the UMP Facility shall be liable for failure to sell the shares or at a particular price. The price of HCT shares is subject to change and an up-to-date price can be obtained from ASX website (www.asx.com.au) under the code “HCT”.
The Company will determine whether a shareholder has an Unmarketable Parcel as at the Record Date. The Company will not have any reference to any increase in the price of shares after the Record Date in determining whose shares may be sold pursuant to this UMP Facility. If the Share price increases between the Record Date and the Closing Date so that the value of your Unmarketable Parcel increases to more than a Marketable Parcel on the Closing Date, your Shares which are the subject of the letter will still be sold under the UMP Facility, unless you return your
completed Share Retention Form to the Share Registry in accordance with the instructions in the Share Retention Form, by 5.00pm (Sydney time) on the Closing Date.
The Company does not make any recommendation or provide any advice to you regarding whether to sell your holding under the UMP Facility or retain your existing holding.
If you have an Unmarketable Parcel as at the Record Date, then, unless you take one of the steps outlined in section 2 of this letter, HCT will be entitled to sell your shares under the UMP Facility.
Please read the instructions on your personalised Share Retention Form carefully before completing it. If you need help deciding what to do, or if you require information regarding the financial, legal or tax consequences of participating in the UMP Facility you should consult your financial, legal or taxation adviser.
The attached terms and conditions set out further details of the UMP Facility which you should read before making any decision.
Yours faithfully
Dr Rajen Manicka Managing Director
Terms and Conditions of the Unmarketable Share Sale Facility (Facility)
1. What is a Unmarketable Parcel?
A Unmarketable Parcel of shares is a holding of HCT shares valued at less than $500 as at 7:00pm (Sydney time) on 4 May 2021 (Record Date). Based on the HCT share price of $0.050 as at close of trade on the Record Date, this is a holding of 9,999 shares or less.
As the determination of a Unmarketable Parcel is undertaken at the Record Date, any increase in the HCT share price after that date will not impact what constitutes a Unmarketable Parcel.
2. Why have I been sent this letter?
You have been sent this letter because your shareholding on the Record Date was a Unmarketable Parcel.
3. Why did HCT establish the Facility?
HCT recognises that shareholders of Unmarketable Parcels may find it difficult or expensive to dispose of their shares in the usual way. The Company is offering the Facility to assist holders of Unmarketable Parcels to sell their shares without incurring brokerage or handling costs.
The Company is also seeking to reduce the Company’s administrative costs associated with maintaining a large number of shareholders with Unmarketable Parcels.
4. What if I want to retain my shares?
If you want to retain your HCT shares, you must either:
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i complete and return the attached Share Retention Form to the Share Registry in accordance with the instructions in the Share Retention Form, so that it is received by 5:00pm (Sydney time) on 21 June 2021, being the Closing Date of this Facility; or
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ii. increase your holdings so that by 5.00pm (Sydney time) on the Closing Date, you are the registered holder of at least $500 worth of shares. The increase must be under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.
If you currently have more than one holding on the HCT share register, you may wish to consider amalgamating your holdings so that they are registered as one holding by the Closing Date. This may result in your amalgamated holding no longer being a Unmarketable Parcel. Under these circumstances your shares will not be sold as part of this Facility.
Any such transactions must be completed in time so that they are reflected on the Register by the Closing Date, being 5.00pm (Sydney time) on 21 June 2021.
5. What price will I receive for shares sold through the Facility?
The price at which shares will be sold under the Facility (being the minimum price which may be accepted) will be determined by market conditions and may be different from the market price prevailing at the time.
You will receive the same sale price per share and will receive a proportionate share of the sale proceeds from all shares sold under the Facility.
HCT does not give any assurance as to the likely sale price of the shares that may be achieved.
6. When will the proceeds from the sale of shares be sent to me?
Payment will be sent to you as soon as is practicable following the last sale under the Facility. Payment will be made in Australian dollars by direct credit into the bank account with any Australian
“Authorised Deposit-taking Institution” (as defined in the Corporations Act) that you have nominated for your shareholding or by cheque to the postal address you have registered for your shareholding.
You can update your bank account details by visiting www.computershare.com.au/easyupdate/HCT or by contacting the HCT's Share Registry, Computershare on 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia)between 8.30am and 5.00pm Monday to Friday (Sydney time).
If you would like your updated address or bank account details to be used when remitting proceeds and sending documentation to you, please ensure these details are updated by the Closing Date.
7. What if my shares are held in a CHESS holding?
You can still participate in the UMP Facility if you hold Shares in a CHESS sponsored holding. If your shares remain in a CHESS holding at 5:00pm (Sydney time) on the Closing Date, the Company may move those shares to an issuer sponsored holding and the shares will be sold through the Facility.
8. Where can I get further information concerning the Facility?
If you have any questions concerning the Facility, please contact HCT’s Share Registry, Computershare on 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am and 5.00pm Monday to Friday (Sydney time).
9. Can I sell some but not all of my Unmarketable Parcel through the UMP Facility?
No. You cannot sell part of your Unmarketable Parcel under the UMP Facility.
10. Can I withdraw my Share Retention Form?
No, you cannot withdraw your Share Retention Form once it has been returned to the Share Registry.
Important notes
The Facility has been established in accordance with the Company’s Constitution and ASX Listing Rules.
This letter does not constitute advice nor a recommendation to buy, sell or hold shares nor that the Facility is the best way to sell HCT shares. If you are in any doubt about what to do, you should consult your legal, financial or taxation adviser.
HCT reserves the right to vary the Facility, to change any of the dates referred to in this letter by notice to the ASX or not to proceed with the sales under the Facility.
Return your Form to the Company’s share registry:
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By Mail:
Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia
HCT
MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001
For all enquiries:
Phone:
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(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Web:
Share Retention Form
� If you wish to retain your shares, your form must be received by 5.00pm (Sydney time) on Monday, 21 June 2021
This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.
Step 1: Shareholding Details
Use this form if you wish to retain your shares in Holista Colltech Limited. If you have recently bought or sold shares your shareholding may differ from that shown. If you have already sold all your shares in Holista Colltech Limited, do not complete or return this form. If you have more than one shareholding on Holista Colltech Limited’s register and you do not wish to sell your shares under the Unmarketable Parcel Sale Facility ( UMP Facility ), you should consider consolidating them. For further advice on how to do this, contact Computershare Investor Services Pty Limited (CIS) on the numbers above.
Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.
If you have a CHESS sponsored shareholding, please contact your Controlling Participant to notify a change of address.
Step 2: Signing Instructions
Individual: Where the shareholding is in one name, the shareholder must sign.
Joint Shareholding: Where the shareholding is in more than one name, all of the shareholders must sign.
Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form. Companies: Where the shareholding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:
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a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR
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two Directors, OR
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a Director and Secretary.
Overseas Companies: Where the shareholding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.
Deceased Estate: Where the shareholding is in the name of a deceased estate, all executors must sign; and a certified copy or original, of the required documentation must accompany this form. Details of the documentation required can be found by searching “deceased estates” on our website www.computershare.com or by calling Computershare Investor Services Pty Limited on 1300 850 505 or +61 3 9415 4000. If the shareholding is in more than one name the surviving shareholder may sign the form and return it together with a certified copy of the death certificate of the other joint shareholder.
Step 3: Contact Details
Entering contact details is not compulsory, but will assist us if we need to contact you.
Turn over to complete the form è
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Share Retention Form
- For your security keep your SRN/ HIN confidential.
Shareholding Details
MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001
UNIT 123 Change of address. If incorrect, mark SAMPLE STREET this box and make the correction in the SAMPLETOWN NSW 2001 space to the left. Shareholders sponsored by a broker (reference number commences with ’X’) should advise their broker of any changes. Shares held as at 7.00pm (Sydney time) 2000 on Tuesday, 4 May 2021:
Signature of Shareholder(s)
This section must be completed.
By signing and returning this form, in accordance with the requirements set out in 'Step 2: Signing Instructions' overleaf, I/we confirm that I/we understand that my/our SHARES WILL NOT BE SOLD under the UMP Facility.
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Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary/ Director Director/Company Secretary
Sole Director (cross out titles as applicable) (cross out titles as applicable)
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Contact Details
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Contact
Contact Daytime
Name Telephone Date / /
Email
Address
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Privacy Notice
The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.
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