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IMDEX LIMITED — Share Issue/Capital Change 2009
May 10, 2009
65119_rns_2009-05-10_9fc5a33a-2994-4de0-a330-b76e8193bdd1.pdf
Share Issue/Capital Change
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11 May 2009
Company Announcements Office Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2001
Dear Sir/Madam
Appendix 3B – Flexit Agreement
Imdex Limited (Imdex) has today issued 10,000,000 shares to the previous owners of Flexit AB (Flexit) pursuant to the varied agreement dated 13 February 2009 and announced to the ASX on 16 February 2009.
On 20 February, 2007, Imdex announced the acquisition of Flexit for $22 million with $12 million cash to be paid on 1 May 2007 and the balance of $10 million to be satisfied by the allotment of 5 million fully paid Imdex ordinary shares at an issue price of $2 per share on 1 May, 2009. If the Imdex share price was less than $2 per share on 1 May, 2009, Imdex was to issue the 5 million shares at the then trading price plus an amount of cash required to bring the market value of the shares and cash paid at that time to $10 million. At 31 December 2008 we estimated this to be a cash payment $8.5 million.
Effective 13 February, 2009, Imdex reached an agreement with the previous owners of Flexit to vary the $10 million deferred consideration due 1 May 2009 by the issue of 10 million Imdex shares on 9 May 2009 at an issue price of $1.00 and to defer the potential cash ‘top up’ mechanism to May 2012.
Pursuant to the new agreement the cash ‘top up” mechanism only applies if the share price has not reached $1 at any time between May 2009 and May 2012.
This is a very good outcome for Imdex and highlights the continuing support of the business by Flexit’s prior owners.
The requisite Appendix 3B advice is attached.
Yours faithfully
Imdex Limited
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Paul Evans
Company Secretary
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Imdex Limited ACN 008 947 813 ABN 78 008 947 813 Level 1 15 Rheola Street, West Perth Western Australia 6005 PO Box 1325 West Perth WA 6872 Phone +61 8 9481 5777 Fax +61 8 9481 5377 E-mail [email protected] Page 1 of 1
Quality Endorsed Company ISO 9002 LIC: QEC 2807 Standards Australia
Appendix 3B New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Imdex Limited
ABN
78 008 947 813
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Ordinary Shares |
|---|---|
| 10,000,000 Ordinary Shares | |
| 10,000,000 Fully paid Ordinary Shares |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
| 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) |
These shares rank Pari Passu with ordinary shares. |
These shares rank Pari Passu with ordinary shares. |
|---|---|---|
| $1.00 per share | ||
| Issued to Flexit Invest AB pursuant to the share placement announced to the ASX on 16 February 2009. |
||
| On or about 11 May 2009 | ||
| **Number ** | +Class | |
| 193,798,794 | Fully Paid Ordinary Shares |
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all 1,151,666 $0.20 Staff Options +securities not quoted on ASX 1,766,206 $0.35 Staff Options ( including the securities in clause 700,000 $0.75 Staff Options 2 if applicable) 3,367,668 $1.00 Staff Options 1,125,000 $1.80 Staff Options 4,595,000 $3.00 Staff Options 2,000,000 $0.30 Managing Director’s Options 1,000,000 $0.75 Chairman’s Options 10 Dividend policy (in the case of a N/A
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the [+] securities will
be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has [+] security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
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- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
-
32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
-
33 +Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
-
34 Type of securities ( tick one )
-
(a) Securities described in Part 1
-
(b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
- 37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
Entities that have ticked box 34(b)
-
38 Number of securities for which +quotation is sought
-
39 Class of +securities for which quotation is sought
-
40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
-
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
-
Number +Class
-
42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
-
See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
Quotation agreement
-
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
-
There is no reason why those[+] securities should not be granted[+] quotation.
-
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
-
If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
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3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
-
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: ............................................................ Date: 11 May 2009 ( Company secretary )
Print name: Paul Evans
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- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7