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IMEXHS LIMITED — Capital/Financing Update 2020
Jul 27, 2020
65120_rns_2020-07-27_87fbe804-b54f-41db-8d12-4ed9c958cfbb.pdf
Capital/Financing Update
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28 July 2020
ASX ANNOUNCEMENT
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Unmarketable Parcel Sale and Share Sale Facility
IMEXHS Limited ( ASX: IME ) (the “ Company ”) has initiated two facilities designed to allow shareholders with $2,000 worth of shares or less to sell their shares in the Company cost effectively and simply, while also assisting the Company to reduce the costs associated with servicing smaller holdings.
Unmarketable Parcel Sale Facility
Consistent with the ASX Listing Rules and the Company’s Constitution, and recognising that the cost to shareholders of selling very small holdings can be disproportionately high, shareholders with less than a marketable parcel of shares (i.e. below a value of $500 based on a share price of $0.028 being the closing price on 27 July 2020) as at the record date of Monday, 27 July 2020 will shortly receive a letter in the form attached.
This letter explains that, unless those shareholders advise the Company (or the Company’s share registry) otherwise, their shares will be sold on market and the proceeds remitted to them free of brokerage and handling fees. Those shareholders who wish to retain their shares must return the form enclosed with the letter which states that they wish to retain their shareholding, otherwise their shares will be sold.
Share Sale Facility
The voluntary share sale facility will be available to shareholders who have holdings that are worth between $500 and $2,000 as at the record date of Monday, 27 July 2020 based on the share price of $0.028 (closing share price as at 27 July 2020). These shareholders will also be able to sell their holdings free of brokerage and handling fees.
Shareholders who wish to take up this offer must complete the form enclosed with the letter sent to them in accordance with the instructions. A copy of this letter is attached. Shareholders in this category who wish to retain their shares are not required to do anything.
Documentation regarding each facility outlined above will shortly be sent to all shareholders holding shares to a value of $2,000 or less.
Authorised for release by the Board of IMEXHS Limited.
-ENDS-
For more information, please contact: Media and Investor Relations
Business Inquiries
Françoise Dixon, Citadel-MAGNUS Tony Thomas – CFO IMEXHS E: [email protected] E: [email protected] T: +61 412 292 977 T: +61 (0)2-9030-0040
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
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About IMEXHS
IMEXHS Limited [ASX: IME] is a leading imaging Software-as-a-Service (SaaS) and ancillary solutions provider with 227 customers and distributors in 15 countries. Founded in 2012, IMEXHS is known for its innovation in the imaging services market, offering flexible and scalable imaging solutions via its HIRUKO[TM] branded suite of solutions for next generation Picture Archiving and Communications System (PACS) and integrated medical imaging systems (including a Radiology Information System (RIS), a Cardiology Information System (CIS) and an Anatomical Pathology Laboratory Information System (APLIS)). The HIRUKO[TM] system is completely cloud-based, vendor neutral and zero footprint with no need for installed software. The IMEXHS products are designed to increase productivity and save money for end users, with a scalable platform that is configured for the future and enhances patient outcomes. For more information, visit www.imexhs.com
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
28 July 2020
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Dear Shareholder,
Opportunity to sell IMEXHS shares for holders of unmarketable parcels
1. The Program
IMEXHS Limited (“ IMEXHS ”) ( ASX: IME ) is pleased to provide an opportunity for you to sell your shareholding without incurring any brokerage or handling costs.
This program is available to eligible shareholders who, at 7.00pm (AEST) Monday, 27 July 2020 (“ Record Date ”), were holders of fully paid ordinary shares in IMEXHS (“ IMEXHS Shares ”) valued at less than A$500 (“ Unmarketable Parcel ”) whose registered address is in Australia or New Zealand (the “ Program ”).
Our records show that you held an Unmarketable Parcel at the Record Date, and accordingly your holding of IMEXHS Shares is eligible for this Program.
Based on a price of A$0.028 per IMEXHS Share, being the closing price of IMEXHS Shares on the Australian Securities Exchange (“ ASX ”) on the Record Date, an Unmarketable Parcel is any holding of 17,857 IMEXHS Shares or fewer.
IMEXHS recognises that there are many shareholders who hold Unmarketable Parcels who may find it difficult or expensive to dispose of their IMEXHS Shares. This Program provides eligible shareholders with a convenient way to sell IMEXHS Shares and at the same time allows the company to reduce its significant costs associated with administering many small shareholdings.
This Program closes at 5.00pm (AEST) on Monday, 14 September 2020 (“ Closing Date ”).
Information in this letter and in the enclosed documents will assist you to make a choice whether to:
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Sell your holding; or
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Retain your existing holding.
2. To sell your holding
If you wish to dispose of your IMEXHS Shares without incurring any brokerage or handling costs, then you do not need to do anything and your IMEXHS Shares will be sold.
If you choose to do nothing, ALL of your IMEXHS Shares will be sold after the Closing Date and the proceeds from the sale will be paid to you using the direct credit payment details recorded for your holding by EFT. You will not incur any brokerage or handling costs associated with the disposal of your IMEXHS Shares as they are being borne by the Company. If you wish to update your direct credit instructions, please contact IMEXHS’s share registry, Automic Pty Limited (“ Automic ”) on 1300 288 664 (+61 2 9698 5414 international).
On 28 July 2020 , IMEXHS has also made available a share sale facility to eligible shareholders who at the Record Date were holders of IMEXHS Shares valued at less than A$2,000 but more than A$500 whose registered address is in Australia or New Zealand (the “ Share Sale Facility ”). The Program and the Share Sale Facility are referred to together in this letter as the “ Sale Facilities ”.
If you do nothing, ALL of your IMEXHS Shares will be pooled with other Unmarketable Parcels under the Program and with any IMEXHS Shares to be sold under the Share Sale Facility, and sold on the ASX after the Closing Date. In addition, if you do nothing, you will be deemed to appoint IMEXHS as your agent to receive any notice (and any update of that document) that anyone involved in the sale facility is required to provide under the Corporations Act 2001 (Cth).
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
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Sale proceeds
The sale proceeds to which you will be entitled will be calculated by dividing the aggregate proceeds from the sale of all IMEXHS Shares sold under the Sale Facilities, by the total number of IMEXHS Shares sold under the Sale Facilities, and multiplied by the number of IMEXHS Shares you held, rounded up to the nearest cent. All participants who have their IMEXHS Shares sold under this Program and the Share Sale Facility will receive the same average price per IMEXHS Share.
This price may be more or less than the actual price at which your IMEXHS Shares are sold and may be more or less than the amount you paid for your shares.
The proceeds to which you are entitled will be remitted to you as soon as it is practicable, using the direct credit payment details recorded for your holding by EFT (if you have previously provided banking instructions to IMEXHS’S share registry) or alternatively you will be paid by cheque. You will not incur any brokerage or handling costs associated with the disposal of your IMEXHS Shares, as brokerage and other costs are being borne by the Company. If you wish to update your direct credit instructions, please contact the IMEXHS share registry, Automic.
The proceeds to which you are entitled will be remitted to you as soon as it is practicable. You will be notified by way of a transaction confirmation statement of the number of your IMEXHS Shares sold, and the price and total sale proceeds. The transaction confirmation statement will be issued in accordance with the communications instructions you have provided to Automic, our share registry.
If your IMEXHS Shares are in a CHESS holding, IMEXHS may, after the Closing Date, move your IMEXHS Shares from the CHESS holdings to an issuer sponsored holding for the purpose of the sale facility.
3. To retain your existing holding
If you wish to retain your existing holding of IMEXHS Shares, then you must:
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complete and return the enclosed Share Sale Election Form or complete your election online as detailed in the Share Sale Election Form so that it is received by Automic by the Closing Date; or
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make your own arrangements outside of the Program to purchase additional IMEXHS Shares so that your shareholding is holding 17,858 Shares or more. If you have more than one holding of IMEXHS Shares, then you can contact Automic to assist with consolidating them into a single holding. In order to ensure that your IMEXHS Shares are not sold by IMEXHS, any additional IMEXHS Shares must be held in the same holding as your current IMEXHS Shares (i.e. you must advise your broker to purchase the IMEXHS Shares under the same Holder Identification Number (HIN) or Securityholder Reference Number (SRN) that is stated on the enclosed forms) and must be registered by the Closing Date.
4. Important information
It is important that you read and understand this letter and the enclosed Share Retention Form.
The market price of IMEXHS Shares is subject to change from time to time. Whilst IMEXHS and its nominee broker, Taylor Collison Limited (“ Broker ”) will endeavour to ensure the best available sale price and purchase price is achieved for your IMEXHS Shares under this Program after the Closing Date, no assurance or certainty can be provided by IMEXHS or the Broker about the price at which IMEXHS Shares are sold or acquired and there is no guarantee that the sale price will be higher than the price you paid for your shares. Up to date information on the market price of IMEXHS Shares is available on the ASX website (www.asx.com.au).
This Program does not take into account the individual investment objectives, financial situation or particular needs of each eligible shareholder. Eligible shareholders will be liable and responsible for any taxes that may arise from participation in the Program, including, without limitation, income tax and capital gains tax. You should consider seeking independent financial and taxation advice before making a decision as to whether to retain your shares or allow them to be sold in this Program. Prior to making a decision you should also consider available information about the Company on asx.com.au.
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
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IMEXHS, its directors and officers, and the Broker make no recommendation as to whether you should participate in the Program and none of them should be taken to be giving any financial advice to you. However, if you wish to participate in the Program, there are advantages compared with using your own broker as no brokerage or handling fees are payable by you under the Program.
5. Enquiries
If you have any further questions please contact the IMEXHS share registry, Automic, on 1300 288 664 (+61 2 9698 5414 international).
Yours faithfully
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Doug Flynn Chairman
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
Return your Form:
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IMEXHS Limited ABN 60 096 687 839
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By Mail:
GPO Box 5193, Sydney NSW 2001
For All enquiries 1300 288 664 (within Australia) +61 2 9698 5414 (international)
[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]
Record Date: 7pm (AEST) 27 July 2020
No. of Securities Held: [Securities]
Security Code: IME
Holder Reference (SRN/HIN): [HolderNumber]
UNMARKETABLE PARCEL SHARE SALE ELECTION FORM
IMPORTANT: YOUR ELECTION MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON MONDAY 14 SEPTEMBER 2020.
This is an important document and requires your immediate attention. This document should be read in conjunction with the enclosed shareholder letter. If you are in any doubt as to how to deal with this form, you should consult your professional advisor.
Option A: Elect Online (Recommended)
Visit https://investor.automic.com.au/#/home
To elect online, simply scan the barcode to the right with your tablet or mobile device or enter the above link into your browser. Instructions lodging your election online and accessing this portal are provided in the section overleaf.
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It’s fast and simple: Electing online is very easy to do, it eliminates any postal delays and removes any potential risk of it being lost in transit.
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It’s secure and confirmed: Electing online provides you with greater privacy over your instructions and provides you with confirmation that your Election has been successfully processed.
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Option B: Paper Election
Step 1: Make your election below:
A PLEASE TICK THE BOX TO INDICATE YOU WISH TO RETAIN YOUR SHARES
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B REQUEST FOR DIRECT CREDITING OF PAYMENTS – SELL YOUR SHARES
Please provide your EFT details below.
BSB Number Account Number DO NOT USE YOUR CARD NUMBER
If you are unsure of your account or BSB
- number, please check with your bank,
building society or credit union.
Name in which account is held ( e.g.: John Smith )
Note: Do not complete section B if you wish to retain your shares. By completing your details online OR above you are
agreeing to the sale of your shares even if you tick the above box in section A.
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Step 2: Provide your contact details:
Telephone Number Contact Name (PLEASE PRINT) Email Address SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
Step 3: Sign and return the form in accordance with the instructions provided:
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
| I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
|---|---|---|---|---|---|---|
| Individual or Securityholder 1 Securityholder 2 Securityholder 3 |
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| Sole Director or Sole Director & Sole Company Secretary Director Director/Company Secretary |
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INSTRUCTIONS FOR COMPLETION OF THIS FORM
ELECTION OPTIONS
A: RETENTION OF SHARES
If you wish to retain your shares, please place a tick in the box provided. Should you validly sign the form but fail to place a tick in the box, it will be at the Company’s discretion as to whether or not it is your intention to retain your shares.
B: SELLING YOUR SHARES - REQUEST FOR DIRECT CREDITING OF PAYMENTS
If you wish to sell your shares, please provide your bank details in this section. Do not complete this section if you wish to retain your shares. If you provide your direct credit instruction details, you are agreeing to the sale of your shares even if you have placed a tick in Box A.
SIGNING REQUIREMENTS
Where the holding is in one name, the Shareholder must sign.
Individual :
Where the holding is in more than one name, all of the Shareholders must sign.
Joint holding : Where the holding is in more than one name, all of the Shareholders must sign. Power of Attorney : If any signatory signs under Power of Attorney, please attach an originally certified photocopy of the Power of Attorney to this Form when you return it.
Companies : To be signed in accordance with your Constitution. Please sign in the box which indicates the office held by you.
Estates: If any signatory signs in the capacity of Executor/s, please attach to this Form when you return it, a certified photocopy of the Probate or Death Certificate together with the Will.
LODGING YOUR SHARE SALE ELECTION FORM
IMPORTANT! Election Forms cannot be returned by fax or email. Your Acceptance Form must be returned via one of the return methods provided below.
Due to recent changes to delivery times by Australia Post, standard delivery may now take up to six Business Days, or longer from regional areas. Shareholders should bear this in mind when returning Election Forms using Australia Post.
ONLINE
Visit https://investor.automic.com.au Login with your existing Username and Password
Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts.
If you have not yet established an online account, visit https://investor.automic.com.au/#/signup
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Select " IMEXHS Limited" from the dropdown list in the Issuer Name Field 2. Enter your Holder Reference (SRN/HIN) as shown on the top of this letter
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Enter your postcode OR country of residence (only if outside Australia) 4. Tick the box "I'm not a robot" and then select "Next" 5. Complete the prompts to set up your username and password details
Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts.
BY MAIL
IMEXHS Limited – Unmarketable Parcel Sale Facility C/- Automic Group GPO Box 5193 Sydney NSW 2001
BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEST) Automic Group Level 5 126 Phillip Street Sydney NSW 2000
YOUR SHARE SALE ELECTION FORM MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON MONDAY 14 SEPTEMBER 2020
└
28 July 2020
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Dear Shareholder,
Opportunity to sell your IMEXHS Shares through the Share Sale Facility Program
1. Share Sale Facility
IMEXHS (“ IMEXHS ”) (ASX: IME) is pleased to provide an opportunity for you to sell your shareholding without incurring any brokerage or handling costs.
This share sale facility is available to eligible shareholders who, at 7.00pm (AEST) on Monday, 27 July 2020 (“ Record Date ”), were registered as holders of fully paid ordinary shares in IMEXHS (“ IMEXHS Shares ”) valued at less than A$2,000 but more than A$500 (“ Eligible Parcel ”) whose registered address is in Australia or New Zealand (the “ Share Sale Facility ”).
Our records show that you held an Eligible Parcel of IMEXHS Shares at the Record Date, and accordingly your holding of IMEXHS Shares is eligible for this Share Sale Facility.
Based on a price of A$0.028 per IMEXHS Share, being the closing price of IMEXHS Shares on the Australian Securities Exchange (“ ASX ”) on the Record Date, an Eligible Parcel is any holding of 17,858 IMEXHS Shares to 71,428 IMEXHS Shares.
IMEXHS recognises that there are many shareholders who hold Eligible Parcels of IMEXHS Shares who may find it difficult or expensive to dispose of their IMEXHS Shares.
This Share Sale Facility provides eligible shareholders with a convenient way to sell IMEXHS Shares and at the same time allows the company to reduce its significant costs associated with administering many small shareholdings.
This Share Sale Facility closes at 5.00pm (AEST) on Monday, 14 September 2020 (“ Closing Date ”).
Information in this letter and in the enclosed documents will assist you to make a choice whether to sell your holding.
2. To sell your holding
If you wish to participate in the Share Sale Facility to dispose of your IMEXHS Shares without incurring any brokerage or handling costs, then you need to complete the enclosed Share Sale Facility Participation Form and return it to the share registry by mail to the address shown on the form, or complete your election online as detailed in the Share Sale Election Form.
If you choose to participate in the Share Sale Facility, your IMEXHS Shares will be sold and the proceeds from the sale will be paid to you.
On 28 July 2020 , IMEXHS has also made available a share sale facility and a top-up program to eligible shareholders who at the Record Date were holders of IMEXHS Shares valued at less than A$500
(“ Unmarketable Parcel ”) whose registered address is in Australia or New Zealand (the “ Unmarketable Parcels Facility ”), together the “ Sale Facilities ”.
If you choose to participate in the Share Sale Facility:
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a) ALL of your IMEXHS Shares will be pooled with other IMEXHS Shares under the Share Sale Facility and with Unmarketable Parcels to be sold through the Unmarketable Parcels Facility, which together will be sold on the ASX, together the “ Sale Facilities ”; and
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b) You will be deemed to appoint IMEXHS as your agent to receive any notice that anyone involved in the sale facility is required to provide under the Corporations Act 2001 (Cth).
IMEXHS Limited ABN 60 096 687 839
Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
Sale proceeds
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The sale proceeds to which you will be entitled will be calculated by dividing the aggregate proceeds from the sale of all IMEXHS Shares sold under the Sale Facilities, by the total number of IMEXHS Shares sold under the Sale Facilities, and multiplied by the number of IMEXHS Shares you held, rounded up to the nearest cent.
All participants who have their IMEXHS Shares sold under the Sale Facilities, will receive the same average price per IMEXHS Share.
This price may be more or less than the actual price at which your IMEXHS Shares are sold and may be more or less than the amount you paid for your shares.
The proceeds to which you are entitled will be remitted to you as soon as it is practicable, using the direct credit payment details recorded for your holding by EFT (if you have previously provided banking instructions to IMEXHS’S share registry) or alternatively you will be paid by cheque. You will not incur any brokerage or handling costs associated with the disposal of your IMEXHS Shares as the brokerage and other costs are being borne by the Company. If you wish to update your direct credit instructions, please contact the IMEXHS share registry, Automic.
The transaction confirmation statement will be issued in accordance with the communications instructions as advised to the share registry.
3. To retain your existing holding
If you wish to retain your existing holding of IMEXHS Shares, then you simply do nothing.
4. Important information
It is important that you read and understand this letter and the following enclosed documents:
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Share Sale Facility Participation Form; and
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Share Sale Facility Terms and Conditions.
The market price of IMEXHS Shares is subject to change from time to time. Whilst IMEXHS and its nominee broker, Taylor Collison Limited (“ Broker ”) will endeavour to ensure the best available sale price is achieved for your IMEXHS Shares under this Share Sale Facility after the Closing Date, no assurance or certainty can be provided by IMEXHS or the Broker about the price at which IMEXHS Shares are sold and there is no guarantee that the sale price will be higher than the price you paid for your shares. Up to date information on the market price of IMEXHS Shares is available on the ASX website (www.asx.com.au).
This Share Sale Facility does not take into account the individual investment objectives, financial situation or particular need of each eligible shareholder. Eligible shareholders will be liable and responsible for any taxes that may arise from participation in the Program, including, without limitation, income tax and capital gains tax. You should consider seeking independent financial and taxation advice before making a decision as to whether to retain your shares or sell them in this Share Sale Facility. Prior to making a decision you should also consider available information about the Company on asx.com.au.
IMEXHS, its directors and officers, and the Broker make no recommendation as to whether you should participate in the Share Sale Facility and none of them should be taken to be giving any financial advice to you.
Yours faithfully,
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Doug Flynn Chairman
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020
Tel: +61 2 9030 0040
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Share Sale Facility Terms and Conditions
1. Terms of Participation
All registered shareholders of IMEXHS Limited (“ IMEXHS ”) with a registered address in Australia or New Zealand who hold fully paid ordinary shares in IMEXHS (“ Shares ”) valued at less than A$2,000 but more than A$500 as at 28 July 2020 (“ Eligible Shareholders ”) are entitled to participate in the Share Sale Facility (“ SSF” ) (subject to IMEXHS’s right to determine, in its sole discretion, that a shareholder is not eligible to participate in the SSF). Participation is voluntary.
Applications to participate must be made by completing the Share Sale Facility Participation Form.
An Eligible Shareholder who elects to participate in the SSF (“ Participating Shareholder” ) does so on the basis of the Share Sale Facility Participation Forms (including these Terms and Conditions) and any associated documents provided or made available by IMEXHS to Eligible Shareholders (“ Facility Documents ”).
A Participating Shareholder will not be liable to pay any brokerage or handling fees for the sale of Shares under the SSF.
2. Offer Period
Eligible Shareholders will be able to participate in the SSF from 29 July 2020 to 14 September 2020 or such longer or shorter period as may be determined by IMEXHS (“ Offer Period ”). IMEXHS reserves the right, on behalf of Taylor Collison Limited (“ Broker” ), to modify the timetable, or to terminate or suspend the SSF in its sole discretion, for any reason. Extension or shortening of the Offer Period, or suspension or termination of the SSF, will be notified by way of a release through the announcements platform of ASX Limited.
3. Roles of Automic Pty Limited (“Automic”) and the Broker
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3.1 The Broker will act as execution-only broker to effect any sales under the SSF. Shareholders will not pay any brokerage or handling fees in relation to the sale of the Shares through the SSF.
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3.2 Automic will assist in the administration of the SSF, including by processing received Share Sale Facility Participation Forms, communicating with Eligible Shareholders, liaising with the Broker in relation to the sale of Shares and issuing transaction confirmation notices.
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3.3 Automic (on behalf of IMEXHS) is irrevocably authorised to do all things and execute all documents, including disclose any information you provide in connection with the SSF, effect any holding adjustment, securities transformation or other transmission or transaction in relation to Shares sold under the SSF, to facilitate the sale of those Shares by the Broker under the SSF.
4. Participation Forms
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4.1 If you wish to participate in the SSF to dispose of your IMEXHS Shares without incurring any brokerage or handling costs, then you need to:
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a) complete the Share Sale Facility’s “Participation Form For Issuer-Sponsored Holders” if you are an issuer-sponsored holder; or
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b) complete the Share Sale Facility’s “Participation Form for CHESS-sponsored Holders” if you are a CHESS-sponsored holder and send this form to your broker or participant for them to authorise the removal of your Shares from your CHESS holding by stamping the form in the box provided
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
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on the form. Your broker or participant must stamp and send the form to Automic by no later than 5.00pm (AEST) on Monday, 14 September 2020.
5. Sale of Shares
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5.1 If you choose to participate in the SSF:
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a) all of your IMEXHS Shares (“ Eligible Shares ”) will be pooled with other IMEXHS Shares to be sold under the SSF and with Unmarketable Parcels* to be sold through the Unmarketable Parcels Facility; and
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b) you will be deemed to appoint IMEXHS as your agent to receive any notice that anyone involved in the sale facility is required to provide under the Corporations Act 2001 (Cth).
On 28 July 2020 , IMEXHS has also made available an unmarketable parcel sale facility to eligible shareholders who at the Record Date were holders of IMEXHS Shares valued at less than A$500 ( “Unmarketable Parcel” ) whose registered address is in Australia or New Zealand (the “Unmarketable Parcels Facility”* ).
- 5.2 The Sale of Eligible Shares under the SSF will be made after the Closing Date on the Australian Securities Exchange (“ ASX ”) or other licensed market in the ordinary course of trading (including, in the Broker’s sole discretion, by crossings in the ordinary course of trading).
The Broker may sell Shares at any time during the period commencing when the relevant Participation Form is processed by Automic after the end of the Offer Period.
Without limitation to the Broker’s discretion, the Broker may, in its sole discretion, delay the sale of some or all of the Shares available to be sold on a trading day, if it considers market conditions to be unsuitable or to avoid an excessive concentration of sales on a particular trading day.
5.3 Automic will process Participation Forms received by it as soon as practicable after receipt. Shares to be sold by the Broker under the SSF may be sold in one or more trades and on one or more trading days after the Closing Date as determined by the Broker in its sole discretion.
5.4 The sale proceeds to which a Participating Shareholder will be entitled will be calculated by dividing the total proceeds from the sale of all IMEXHS Shares sold under the SSF and the Unmarketable Parcels Facility, by the total number of IMEXHS Shares sold under the SSF and the Unmarketable Parcels Facility, and multiplied by the number of IMEXHS Shares the relevant Participating Shareholder held, rounded up to the nearest cent.
All Participating Shareholders who have their IMEXHS Shares sold under the SSF will receive the same average price per IMEXHS Share.
This price may be more or less than the actual price at which a Participating Shareholder’s IMEXHS Shares are sold. Up to date information on the market price of IMEXHS Shares is available on the ASX website (www.asx.com.au).
5.5 The price calculated in accordance with clause 5.4 may be different to the price for Shares appearing in the newspaper or quoted by the ASX on the day that a Participating Shareholder’s Participation Form is sent or on any other day, and may not be the best execution price on the trading day or trading days that the Participating Shareholder’s Shares are sold. The market price of IMEXHS Shares is subject to change from time to time, and the proceeds remitted to a Participating Shareholder from the sale of their Shares under the SSF may be more or less than the actual price that is received by the Broker for those Shares. None of IMEXHS, Automic, the Broker or any other person will on any
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
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account be liable, and a Participating Shareholder may not bring any claim or action against the aforementioned, for not having sold Shares at any specific price or on any specific date.
After all of the Shares have been sold, IMEXHS will make an announcement to the ASX indicating the date(s) that the Shares were sold and the price achieved.
5.6 Where a shareholder elects to participate in the SSF, he or she consents to the sale of all of the holding, identified on the relevant Share Sale Facility Participation Form as being eligible to participate in the SSF. Eligible Shareholders can only participate in the SSF in relation to all of their Shares identified in the relevant Share Sale Facility Participation Form and may not elect to sell only a portion of their Shares through the SSF.
6. Withdrawal of Share Sale Facility
IMEXHS reserves the right to withdraw the SSF by written notice to Eligible Shareholders.
7. Confirmation
Automic will on behalf of IMEXHS notify each Participating Shareholder of the number of Shares sold for that Participating Shareholder through the SSF and the price for those Shares.
8. Warranties and Acknowledgements
By signing and returning a Share Sale Facility Participation Form, a Participating Shareholder:
- (a) acknowledges that they have read and agreed to the terms of the SSF;
(b) agrees that none of IMEXHS, the Broker, Automic, or any other person will on any account be liable, and the Participating Shareholder may not bring any claim or action against any of them, for not having sold IMEXHS Shares at any specific price, in any specific manner or on any specific day;
(c) warrants that at the time of signing a Share Sale Facility Participation Form, the Participating Shareholder is the registered holder of the IMEXHS Shares specified in that form, and you have not previously used the SSF for that holding, and that the information in this form is complete and accurate;
(d) warrants (and authorises Automic and the Broker to warrant) to any buyer of the Participating Shareholder’s IMEXHS Shares through the SSF that the buyer will acquire good title to those IMEXHS Shares and full legal and beneficial ownership of them free from all mortgages, charges, liens, encumbrances (whether legal or equitable), restrictions on transfer, or any other kind of third party rights;
- (e) agrees not to sell any of the Participating Shareholder’s IMEXHS Shares to any person once a Share Sale Facility Participation Form has been signed and sent, and authorises Automic to prevent transfer of the IMEXHS Shares by imposing a holding lock on such shares until they are required for settlement. The Participating Shareholder also authorises the transfer of their IMEXHS Shares to the Broker as bare nominee for settlement of the sale. If any IMEXHS Shares are sold in breach of this undertaking, the Participating Shareholder will be deemed to have appointed Automic or any officer of Automic as their attorney to purchase IMEXHS Shares in their name, and at their expense, to satisfy their obligations in relation to the sale of their IMEXHS
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
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Shares, and they will indemnify Automic for all costs and expenses incurred in connection with any such purchase;
(f) acknowledges and agrees that the activities and circumstances of IMEXHS may from time to time change, and where appropriate, require it to make continuous disclosure announcements to ASX, and that no such developments or announcements give the Participating Shareholders any rights in relation to, or otherwise affect, any sales of IMEXHS Shares that have already occurred through the SSF;
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(g) acknowledges that none of IMEXHS, the Broker, Automic, or any other person involved in the SSF has any liability to the Participating Shareholder other than for the payment to the Participating Shareholder by Automic of proceeds determined and payable in accordance with the terms of the SSF;
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(h) agrees that IMEXHS and Automic may assume the authenticity of any form returned or purportedly returned by the Participating Shareholder, the Participating Shareholder’s brokers or participant or the Participating Shareholder’s authorised representative and that any person claiming to be the Participating Shareholder, the Participating Shareholder’s broker or participant or the Participating Shareholder’s authorised representative is in fact that person, and authorises IMEXHS and Automic to act on any form believed by either of them to be authentic;
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(i) acknowledges that IMEXHS, the Broker and Automic will not acquire any legal or beneficial interest in the Participating Shareholder’s IMEXHS Shares in acting under the SSF;
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(j) agrees that the sale of Shares shall be subject to, and that Participating Shareholder is bound by, the applicable ASX Market Rules and the customs and usages of ASX;
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(k) agrees if that Participating Shareholder’s IMEXHS Shares are held by more than one person, that these terms shall bind all of the Participating Shareholders jointly and severally;
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(l) acknowledges that when the Participating Shareholder returns a Share Sale Facility Participation Form, they are irrevocable bound to sell their IMEXHS Shares under the SSF;
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(m) acknowledges that each Participating Shareholder will be responsible for payment of all taxes and charges which may arise in respect of sale of the Eligible Shares, including, without limitation, any income tax or capital gains tax;
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(n) appoints IMEXHS as the Participating Shareholder’s agent to receive any notice (including a Financial Services Guide and any update of that document) that anyone involved in the Share Sale Facility is required to provide under the Corporations Act 2001 (Cth); and
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(o) acknowledges that the Facility Documents are governed by the laws in force in New South Wales.
Personal information may be collected on the Share Sale Facility – Participation Form by IMEXHS and/or Automic for the purpose of, and the sale of Shares by the Broker under the Share Sale Facility. That information may be disclosed by each company to each other, the Broker, to each company’s respective related bodies corporate, to external service companies such as mail service providers or as otherwise required or permitted by law. Please contact Automic for details of your personal information held by it or to correct inaccurate or out of date information.
IMEXHS Limited ABN 60 096 687 839 Imaging Experts and Healthcare Services Pty Ltd ABN 18 624 772 756 122 O’Riordan Street, Mascot NSW 2020 Tel: +61 2 9030 0040
Return your Form:
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IMEXHS Limited ABN 60 096 687 839
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By Mail:
GPO Box 5193, Sydney NSW 2001
For All enquiries
1300 288 664 (within Australia)
+61 2 9698 5414 (international)
[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]
Record Date: 7pm (AEST) 27 July 2020
No. of Securities Held: [Securities]
Security Code: IME
Holder Reference (SRN/HIN): [HolderNumber]
SHARE SALE FACILITY PARTICIPATION FORM
IMPORTANT: YOUR ELECTION MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON MONDAY 14 SEPTEMBER 2020.
This is an important document and requires your immediate attention. This document should be read in conjunction with the enclosed shareholder letter. If you are in any doubt as to how to deal with this form, you should consult your professional advisor.
Option A: Elect Online (Recommended)
Visit https://investor.automic.com.au/#/home
To elect online, simply scan the barcode to the right with your tablet or mobile device or enter the above link into your browser. Instructions lodging your election online and accessing this portal are provided in the section overleaf.
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It’s fast and simple: Electing online is very easy to do, it eliminates any postal delays and removes any potential risk of it being lost in transit.
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It’s secure and confirmed: Electing online provides you with greater privacy over your instructions and provides you with confirmation that your Election has been successfully processed.
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Option B: Paper Election
Step 1: Make your election below:
PLEASE TICK THE BOX TO INDICATE YOU WISH TO SELL YOUR SHARES AND PROVIDE YOUR BANKING INSTRUCTIONS FOR DIRECT CREDITING OF PAYMENTS
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BSB Number Account Number DO NOT USE YOUR CARD NUMBER
If you are unsure of your account or
- BSB number, please check with your
bank, building society or credit union.
Name in which account is held ( e.g.: John Smith )
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Step 2: Provide your contact details:
| Telephone Number Contact Name(PLEASE PRINT) Email Address SUPPORT YOUR COMPANY:By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible). |
|
|---|---|
Step 3: Sign and return the form in accordance with the instructions provided:
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
| I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash. |
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| Individual or Securityholder 1 Securityholder 2 Securityholder 3 |
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| Sole Director or Sole Director & Sole Company Secretary Director Director/Company Secretary |
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INSTRUCTIONS FOR COMPLETION OF THIS FORM
ELECTION OPTIONS
PARTICIPATION TO SELL YOUR SHARES
If you wish to sell your shares, please place a tick in the box provided. The proceeds to which you are entitled will be remitted to you as soon as it is practicable, using the direct credit payment details recorded for your holding by EFT or alternatively you will be paid by cheque.
Should you validly sign the form but fail to place a tick in the box, it will be at the Company’s discretion as to whether or not it is your intention to sell your shares.
SIGNING REQUIREMENTS
Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all of the Shareholders must sign. Power of Attorney : If any signatory signs under Power of Attorney, please attach an originally certified photocopy of the Power of Attorney to this Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the box which indicates the office held by you.
Estates: If any signatory signs in the capacity of Executor/s, please attach to this Form when you return it, a certified photocopy of the Probate or Death Certificate together with the Will.
LODGING YOUR SHARE SALE FACILITY PARTICIPATION FORM
IMPORTANT! Share Sale Facility Participation Forms cannot be returned by fax or email. Your Acceptance Form must be returned via one of the return methods provided below. Due to recent changes to delivery times by Australia Post, standard delivery may now take up to six Business Days, or longer from regional areas. Shareholders should bear this in mind when returning Election Forms using Australia Post.
| ONLINE |
|---|
| Visit https://investor.automic.com.au |
| Login with your existing Username and Password |
| Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts. |
| If you have not yet established an online account, visit https://investor.automic.com.au/#/signup |
| 1. Select " IMEXHS Limited" from the dropdown list in the Issuer Name Field |
| 2. Enter your Holder Reference (SRN/HIN) as shown on the top of this letter |
| 3. Enter your postcode OR country of residence (only if outside Australia) |
| 4. Tick the box "I'm not a robot" and then select "Next" |
| 5. Complete the prompts to set up your username and password details |
| Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts. |
| BY MAIL |
| IMEXHS Limited – Share Sale Facility |
| C/- Automic Group |
| GPO Box 5193 |
| Sydney NSW 2001 |
| BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEST) |
| Automic Group |
| Level 5 |
| 126 Phillip Street |
| Sydney NSW 2000 |
YOUR SHARE SALE FACILITY PARTICIPATION FORM MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON MONDAY 14 SEPTEMBER 2020
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