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Immuron Ltd — Capital/Financing Update 2016
May 30, 2016
35121_rns_2016-05-30_181aac00-6b2c-4daa-872b-33a0ee93b120.pdf
Capital/Financing Update
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Tuesday 31[st] May 2016
The Manager ASX Market Announcements ASX Limited Level 4 Rialto North Tower 525 Collins Street MELBOURNE VIC 3000
Dear Sir/Madam;
Immuron Limited (ASX:IMC) – Cleansing Notice
This notice is given under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (Corporations Act) as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 (ACI 2016/84).
On 31 May 2016, Immuron Limited (Immuron) announced a pro-rata non-renounceable entitlement offer under a rights issue of three fully paid ordinary share in Immuron (New Shares) for every ten fully paid shares held in Immuron at an issue price of $0.25 per New Share (Rights Issue). The Rights Issue is being offered to shareholders who must:
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(a) be registered as a shareholder at 7:00pm (Melbourne time) on Friday, 3 June 2016 (Record Date);
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(b) have an address in Australia or New Zealand as recorded in Immuron's share register as at the Record Date;
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(c) not be in the United States and must not be a U.S Person (as defined in Regulation S under the United States Securities Act of 1933, as amended) and not be acting for the account or benefit of a person located in the United States or a U.S. Person; and
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(d) be eligible under all applicable securities laws to receive an offer under the Rights Issue without any requirement for a prospectus, disclosure document, or any lodgement, filing, registration or qualification,
(Eligible Shareholders).
The Rights Issue offers Eligible Shareholders the right to take up 3 New Shares for every 10 shares held as at the Record Date (Entitlement).
The Rights Issue comprises an offer to Eligible Shareholders to participate on the same terms. The Rights Issue is non-renounceable.
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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Details of securities to be issued
| Class of securities | Ordinary shares |
|---|---|
| ASX code | IMC |
| Date of issue or expected issue of the securities | Monday, 27 June 2016 |
| Maximum number of securities issued or expected to be issued | 24,029,894 |
| Offer Price | $0.25 (25 cents) |
| Maximum amount to be raised | $6,007,474 |
In accordance with section 708AA(7) of the Corporations Act, Immuron advises that:
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(a) the New Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Corporations Act;
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(b) this notice is being given under section 708AA(2)(f) of the Corporations Act (as notionally modified by ACI 2016/84);
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(c) as at the date of this notice, Immuron has complied with:
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(i) the provisions of Chapter 2M of the Corporations Act as they apply to Immuron; and
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(ii) section 674 of the Corporations Act;
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(d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act (as notionally modified by ACI 2016/84); and
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(e) the potential effects that the issue of the New Shares will have on the control of Immuron, and the consequences of such effects are described below.
Summary of the potential control effects of the Rights Issue on Immuron
The potential control effects that the Rights Issue may have on the shareholders of Immuron, and the consequences of that effect (Potential Control Effects), will depend on a number of factors, including:
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(a) the extent to which Eligible Shareholders participate in the Rights Issue; and
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(b) the identity of Eligible Shareholders that participate in the Rights Issue.
It is not presently possible for the Directors of Immuron to predict the final level of subscription under the Rights Issue, or the identity of Eligible Shareholders who will subscribe for their Entitlements.
The Potential Control Effects of the Rights Issue on Immuron can be summarised as follows:
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if all Eligible Shareholders take up their full Entitlements, there would be no significant effect on the control of Immuron, as the Rights Issue is made pro-rata and in that case no rights would lapse;
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if Eligible Shareholders do not take up their full Entitlements under the Rights Issue, then the interests of those Eligible Shareholders will be diluted; and
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the proportional interests of Shareholders who are not Eligible Shareholders will be diluted because they will not be entitled to participate in the Rights Issue.
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Based on publicly available information as at the date of this notice, those persons which (together with their associates) have a relevant interest in 5% or more of the shares in Immuron are set out below:
| Shareholder | Shares | % |
|---|---|---|
| Grandlodge Pty Ltd | 11,245,235 | 14.04% |
Grandlodge Pty Ltd (Grandlodge) has committed to take up its Entitlements available under the Rights Issue Offer of $843,393. As Grandlodge is a related party of Immuron Director Mr. Peter Anastasiou, Grandlodge will not be able to apply for shortfall shares without first seeking shareholder approval in accordance with relevant sections of the ASX and ASIC regulations.
If Grandlodge, the Directors, and all Firm Commitment Shortfall Applicants take up their Entitlements, and no other Eligible Shareholders take up their Entitlement, Grandlodge will have a relevant interest in approximately 15.88% of the issued Shares on completion of the Offer.
In the event that all Entitlements are taken up, there will be no change to the substantial holders on completion of the Rights Issue.
Detailed information regarding the Rights Issue and the Potential Control Effects are set out in the Offer Booklet lodged with ASX on Tuesday, 31 May 2016.
For and on behalf of the Company;
Yours sincerely,
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Peter Vaughan Company Secretary Immuron Limited
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