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Immuron Ltd — Capital/Financing Update 2014
Jul 3, 2014
35121_rns_2014-07-03_8dfeea9c-d805-422a-998a-524d1c5620d7.pdf
Capital/Financing Update
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Friday 4[th] July 2014
Dear Shareholder,
Unmarketable Parcel Sale Facility – Notice
You are recorded on the share register of Immuron Limited ( Immuron ) as the holder of an unmarketable parcel of shares.
Under the ASX Listing Rules, any shareholding valued at less than $500 is considered to be an unmarketable parcel. The closing price of Immuron shares on Tuesday 2[nd] July 2014 was $0.005. On this basis, an unmarketable parcel as at the date of this letter is a holding of less than 100,000 Immuron fully paid ordinary shares.
Immuron incurs a considerable annual expense in administering its share register and compliance requirements for these shareholdings. In some cases, these expenses are greater than the value of the underlying shares in an unmarketable parcel.
To reduce these costs, and to give shareholders with unmarketable parcels the ability to dispose of their shares without incurring any brokerage costs, the Immuron Board has resolved to implement an automatic sale of the shares of those shareholders who do not inform Immuron that they wish to retain their unmarketable parcel of shares (by returning the enclosed share retention form). Immuron is entitled to undertake such action and the mechanism for this is set out in article 10.2 of the Immuron Constitution and ASX Listing Rule 15.13.
Accordingly, Immuron gives you formal notice pursuant to article 10.2 of its Constitution that if your Immuron shareholding constitutes an unmarketable parcel at the at 7:00pm on Friday 15[th] August 2014, Immuron intends to offer your Immuron shares (along with the Immuron shares of other shareholders also with unmarketable parcels who have not given notice to Immuron that they wish to retain their shares) for sale at the highest possible price by way of an off-market sale facility to be operated by Paterson Securities Limited (the Unmarketable Parcel Sale Facility ).
If you wish to retain your Immuron shares, you MUST complete, sign and return the enclosed Share Retention Form, so it is received by 7.00pm (Perth time) on Friday 15[th] August 2014.
Suite 1, 1233 High Street Armadale, Victoria AUSTRALIA 3143
Phone: + 61 (0)3 9824 5254 Facsimile: + 61 (0)3 9822 7735
ABN: 80 063 114 045
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Alternatives in dealing with your Immuron shares
You have two alternatives:
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- to sell your Immuron shares at no cost, or
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- to retain your current holding.
1) You may sell your holding:
You may take advantage of the Unmarketable Parcel Sale Facility put in place for Immuron to sell your holding off-market without paying brokerage costs. You do not need to take any action to take advantage of this facility. Further details are included in the fact sheet (attached to this letter). Unless you complete and return the Share Retention Form , so that it is received by 7.00pm (Perth time) on Friday 15[th] August 2014 indicating that you wish to retain your holding, if you still hold less than $500 worth of Immuron shares after this date, those shares will be sold off-market.
2) You may retain your current holding:
You may elect to retain your holding. If you wish to do this, please complete and return the enclosed Share Retention Form , so that it is received by 7.00pm (Perth time) on Friday 15[th] August 2014 .
I encourage you to read all the materials in relation to these arrangements including the Fact Sheet (attached to this letter) before deciding whether to retain your holding or to have Immuron to sell your holding. If you have any questions, you should consult your stockbroker, accountant or other licensed financial adviser.
Should you require further assistance, please do not hesitate to contact Immuron on +61 (0)3 9824 5254, or the Company’s Share Registry Security Transfer Registrars on +61 (0)8 9315 2333.
Kind Regards;
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Mr. Peter Vaughan Company Secretary Immuron Limited
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IMMURON LIMITED
Unmarketable Parcel Sale Facility - Fact Sheet
Selling your shares via the Unmarketable Parcel Sale Facility
What are the arrangements for selling unmarketable parcel of shares?
Those shareholders whose shareholding is valued at less than $500 at the close of ASX trading on Friday 15[th] August 2014 can take advantage of the opportunity to have their shares sold off-market without incurring brokerage costs via the Unmarketable Parcel Sale Facility. Immuron will arrange the sale via an off-market sale facility to be operated by Patersons Securities Limited (the Unmarketable Parcel Sale Facility ).
In the operation of the Unmarketable Parcel Sale Facility, the unmarketable parcels will be pooled and Patersons Securities Limited will be engaged by the Company to sell the shares representing that pool in their discretion subject to prevailing market conditions. Shareholders whose unmarketable parcels which are the subject of that pool will then be paid the average price achieved by Patersons Securities Limited.
The term "unmarketable parcel" is used to describe a holding that is less than a "marketable parcel" for the purposes of the ASX Listing Rules. It does not mean that the holding is not capable of being sold.
- What do I need to take advantage of these arrangements?
No action is required from you.
When will my shares be sold?
Unless you complete and return the Share Retention Form indicating that you wish to retain your holding by 7.00pm (Perth time) on Friday 15[th] August 2014 , if you still hold less than $500 worth of Immuron shares, those shares will be sold off-market and the proceeds from the sale will be paid to you.
Immuron reserves the right to withdraw the sale process at any time prior to the sale occurring.
What will the sale price be?
You should be aware that the price for the Immuron shares that are sold under the facility is not fixed, it may be less than the price of Immuron shares at any given time quoted on the ASX and may not be the best execution price on the relevant trading day or trading days that your shares are sold.
Your shares will be pooled with all other off-market sales under this sale facility and the price will be the volume weighted average price achieved for the sale of all the unmarketable parcels.
Immuron will bear all costs of the sale of shares under the Unmarketable Parcel Sale Facility.
It is possible that one or more of the Directors of Immuron may acquire shares off-market via the Unmarketable Share Sale Facility.
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- When will I receive the sale proceeds?
The proceeds from the sale of the shares will be held in a separate bank account established by Immuron for that purpose and will be paid to the relevant shareholders on a pro-rata basis (in accordance with the number of shares sold by each relevant shareholder).
We anticipate that sale proceeds will be sent to you by post no more than 10 business days after the last sale of the unmarketable parcels.
Elect to retain your current holding
- What if I want to retain my current holding, what do I need to do?
If you want to retain your current holding, you must complete the enclosed Share Retention Form , so that it is received by 7.00pm (Perth time) on Friday 15[th] August 2014 .
Alternatively, you may choose to acquire more Immuron shares on the market such that your shareholding will be valued at $500 or more on the anticipated date for the off-market sale.
Further questions
- Need help?
Should you require further assistance, please do not hesitate to contact Immuron on +61 (0)3 9824 5254, or the Company’s Share Registry Security Transfer Registrars on +61 (0)8 9315 2333.
We recommend that you consult your stockbroker, accountant or licensed financial adviser before making any decision to participate in the Unmarketable Parcel Sale Facility.
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