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Immuron Ltd Capital/Financing Update 2011

Aug 16, 2011

35121_rns_2011-08-16_6094e9bc-bc82-43ac-a025-b192a187ffd1.pdf

Capital/Financing Update

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ABN: 80 063 114 045 Level 1, 39 Leveson Street North Melbourne, Vic 3051 Tel: +61 3 8637 1107 Fax: +61 3 9328 1675 www.immuron.com

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17 August 2011

Cleansing Notice

This notice is given by Immuron Limited (the Company ) under section 708AA (2) (f) of the Corporations Act 2011(the Act).

The Company is undertaking a non-renounceable pro-rata rights offer to the Company’s shareholders (the Rights Offer).

The terms of the Offer are as follows:

  • 1) The Rights Offer is open to all shareholders of the Company with a registered address in Australia, New Zealand or Israel ( Eligible Shareholders) , and who are on the register as at 5.00pm AEST on 31 August 2011( Record Date).

  • 2) Shareholders of the Company with registered addresses outside of Australia, New Zealand and Israel ( Non- Resident Shareholders) are not entitled to participate in the Rights Offer. The Company has determined, in accordance with the Act and Rule 7.7 of the Listing Rules of the ASX that it would be unreasonable to make the Rights Offer to Non-Resident Shareholders having regard to the number of Non-Resident Shareholders in each country other than Australia, New Zealand and Israel; the number and value of the shares, and attaching options, that would be offered to them and the cost of complying with the legal requirements in countries other than the aforementioned countries.

  • 3) Under the terms of the Rights Offer, the Company will offer to each Eligible Shareholder:

  • a) For every five (5) ordinary shares held on the Record Date, one (1) new fully paid ordinary share ( New Share ) at a price of seven (7) cents per share; and

  • b) In addition to each New Share issued, for no additional consideration, one (1) attaching option will be issued for every three (3) New Shares issued under the Offer, and

  • c) If there is a shortfall in the Rights Offer, Eligible Shareholders who have subscribed for their full entitlement under the Rights Offer are also offered the opportunity to increase their percentage holding in the Company by subscribing for further New Shares ( Top Up Offer ) at the same issue price, together with an attaching option for every three (3) New Share taken up under the Top Up Offer.

  • 4) The rights of Eligible Shareholders under the Rights Offer are nonrenounceable.

In calculating entitlements under the Rights Offer and the Top Up Offer, fractions will be rounded up to the nearest whole number.

The Directors of the Company reserve the right to issue any shortfall arising from the Rights Offer and the Top Up Offer at their discretion up to 3 months after the close of the Rights Offer.

The Rights Offer and Top Up Offer are being made without disclosure to investors under Part 6D.2 of the Act. Both offers are being made in accordance with section 708AA of the Act, and do not therefore require disclosure under a disclosure document. The Company is satisfied that it is entitled to rely on section 708AA of the Act.

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As at the date of this notice, the Company has complied with:

  • 1) The provisions of Chapter 2M of the Act as they apply to the Company; and 2) Section 674 of the Act.

As at the date of this notice there is no excluded information as described in section 708AA (8) and (9) of the Act.

Rights and liabilities attaching to the New Shares and Options

  • 1) The New Shares will rank equally with the 325,714,800 fully paid ordinary shares already issued by the Company and quoted on the ASX (ASX code IMC).

  • 2) The options will be exercisable at any time prior to 5.00pm AEST time on 15 December 2013 ( Expiry Date ). Options not exercised on or before the Expiry Date will automatically lapse.

  • 3) The exercise price of each Option will be twelve cents ($0.12).

  • 4) the Options may be exercised wholly or in part by completing an Options Exercise Form for Shares ( Notice of Exercise ) delivered to the company’s Share Registry and received by it any time prior to the Expiry Date;

  • 5) Upon exercise of an Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking pari passu with the then issued Shares. The company will apply to ASX to have shares granted official quotation.

  • 6) A summary of the terms and conditions of the Options, including the Notice of Exercise, will be sent to all holders of Options when the holding statement for those Options is sent to the Option holder.

  • 7) The Company will apply to the ASX for the Options to be listed for official quotation. The Options are transferrable at any time prior to the Expiry Date.

  • 8) Any Notice of Exercise received by the Company’s share registry on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.

  • 9) There will be no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded seven (7) Business Days before the record date (to determine entitlements to the issue), to exercise Options.

  • 10) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the Formula set out in Listing Rule 6.22.2.

  • 11) If before the expiry of any Options, the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profit or reserves ( bonus issue ) other than in lieu of a dividend payment, then upon exercise of an Option, the holder will be entitled to have issued them (in addition to Shares to which they are otherwise entitled to have issued to them upon such exercise) additional Shares in the Company. The number of additional Shares is the number that would have been issued to the ‘Option holder” under the bonus issue ( bonus shares ) calculated with

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respect to the number of Shares that would have been issued if that Option holder had exercised its Options immediately prior to the date on which shareholder entitlement to bonus shares was calculated. The bonus shares will be paid up by the company out of the profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue will rank pari-passu in all respects with other Shares allotted upon exercise of an Option.

  • 12) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an option holder are to be changed in a manner consistent with the Listing Rules.

  • 13) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.

  • 14) For as long as the Company is admitted to the official list of the ASX, all Options and shares issued upon the exercise of any Options are subject to the listing rules. In the event of a conflict between the Option terms and the listing rules, the provisions of the listing rules prevail to the extent of the inconsistency.

Impact on control

The capital structure of the Company on completion of the Rights Offer will be as follows*:

Shares Shares currently on issue 325,714,800 Shares offered under the Rights Offer 62,686,862 Total shares on issue on completion of the Rights Offer (est.) 388,401,662 Options Unlisted options currently on issue 4,565,928 Listed Options offered under the Rights Offer 20,895,621 Total Options on issue on completion of the Rights Offer (est.) 25,461,549

*Assuming the Rights Offer is fully subscribed and none of the unlisted options currently on issue are exercised before the Record Date.

As the Rights Offer is pro-rata and non-renounceable, the Company does not expect the issue of New Shares and attaching Options will have any material effect on the control of the Company. However, the proportional shareholdings of Non-Resident shareholders may be dilutive because those shareholders are not entitled to participate in the Rights Offer.

Yours faithfully

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Graeme Stevens Company Secretary Immuron Limited

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