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Immuron Ltd Regulatory Filings 2008
35121_rns_2008-05-04_577eaa3f-a25e-4402-b96a-1e57e2f5e1e3.pdf
Regulatory Filings
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1 May 2008
Dear Shareholder
Shareholder Share Purchase Plan
The Directors of Anadis Limited ("Company") are pleased to invite you to participate in the Company's Shareholder Share Purchase Plan ("Plan").
Under the Plan, Eligible Members who held Anadis Limited shares at 5.00pm, Melbourne time on 24 April 2008, will be able to purchase up to \$5,000 worth of new shares, irrespective of the number of shares they currently hold. The shares are being offered exclusively to Eligible Members of the Company at the price, and on the terms, set out in this letter and in the attached terms and conditions of the Plan ("Terms & Conditions").
The issue price for shares offered under the Plan will be 5 cents per share, which represents an 18% discount to the volume weighted average market price of the Company's shares for the five trading days immediately preceding the announcement of the Offer on 22 April 2008.
The Plan allows Anadis shareholders to acquire the shares without brokerage or costs which would otherwise apply to a purchase of shares on the Australian Stock Exchange.
If you currently hold an unmarketable parcel of shares (being less than \$500 worth of shares) you can use this opportunity to increase your shareholding to a marketable parcel.
The Directors have determined that a maximum of 15,000,000 shares will be issued under the Plan. Accordingly, if the aggregate number of shares applied for exceed 15,000,000 shares; the Directors will reject applications lodged after that number has been obtained. Therefore, Eligible Members are encouraged to act quickly if they wish to participate in the Plan.
Intention of Directors
Each Director holding shares in the Company intends to take up their full \$5,000 entitlement to Shares under the Offer.
Purpose of the Offer
The Offer is being made to Eligible Members to provide them with the opportunity to acquire shares at a time when the Company is refocusing its direction to the commercialisation of colostrum derived high value health products, such as antibodies and other bioactives used in the treatment or prevention of infectious and autoimmune diseases. The funds raised will assist in the ongoing research which we are currently conducting with a number of leading medical centres based at leading Australian and overseas universities and research centres.
Participation
Participation in this Offer is optional. There is no obligation on you to accept the Offer. The Offer under the Plan is non-renounceable. This means you cannot transfer your right to subscribe for shares under the Offer to anyone else.
You are an Eligible Member and entitled to participate in the Plan only if you are a registered holder of shares in the Company as at 24 April 2008, with a registered address in either Australia or New Zealand.
Closing Date
To participate in the Plan, you must complete and return your acceptance form to the Company's share registry (Computershare) at either of the addresses set out below by 5.00pm Melbourne time on 2nd June 2008.
ANADIS LIMITED ABN 80 063 114 045
4 Capital Link Drive Campbellfield Victoria Australia 3061 Ph (61) 3 9358 6388 Fax (61) 3 9358 6399 website: www.anadis.com.au email: [email protected]
How much can you invest & how many shares will you receive?
As an Eligible Member you are entitled to subscribe for shares up to a maximum value of \$5,000. You may select only one of the four following plans to subscribe for shares under the Plan:
| Plan Designation | Total number of shares | Total Subscription Amount (number of share multiplied by 0.05cents) |
|---|---|---|
| Offer A | 20,000 | \$1,000.00 |
| Offer B | 60,000 | \$3,000.00 |
| Offer C | 80,000 | \$4,000.00 |
| Offer D | 100,000 | \$5,000.00 |
On the trading day immediately prior to the date of this letter, the closing price of the shares in the Company traded on the Australian Stock Exchange was 5.2 cents. The market price of shares in the Company may rise or fall between now and 2nd June 2008, being the closing date of the issue. This will not affect the number or price of the shares issued to you. However, it does mean that the price paid per share by you under the Plan may be more or less than the price of the shares in the Company traded on the Australian Stock Exchange at the time the shares under the Plan are issued to you.
Shareholders should also note that the Offer is not made under a Prospectus, or other disclosure document. and does not require disclosure under the Corporations Act 2001. Accordingly shareholders must rely on their own knowledge of the Company and the previous disclosures made by the Company to the Australian Stock Exchange.
The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider the price movements of the shares in the Company prior to accepting the Offer.
How do you apply for shares under this Offer?
To subscribe for shares under this Offer you must: -
- Carefully read the attached terms and conditions of the Plan.
- Complete the attached acceptance form specifying the dollar value of shares for which you wish to apply.
- Enclose a cheque made payable to "Anadis Limited SSPP Account" and crossed 'not negotiable' for the total subscription price for the shares specified in the acceptance form. Alternatively, you may wish to use the Bpay facilities provided by Computershare Investor Services Pty Limited.
- Return the acceptance form together with your cheque to:-
| In Person | By Mail |
|---|---|
| Computershare Investor Services Pty Limited | Computershare Investor Services Pty Limited |
| Yarra Falls, 452 Johnston Street, | GPO Box 505 |
| Abbotsford, Victoria 3067, Australia | Melbourne Victoria 8060, Australia |
by 5.00pm Melbourne time on 2 June 2008.
If you have any questions in relation to the Plan, please contact your stockbroker or financial adviser or the Company's Investor Relations Manager, Mr Arie Nudel, on (03) 9358-6388.
| Key dates | |
|---|---|
| Record Date to determine shareholder entitlement | 24 April, 2008, 5.00pm (Melbourne time). |
| Date offer despatched to shareholder | Week commencing 5 May 2008. |
| Closing date | 2 June, 2008, 5.00pm (Melbourne time) |
| Anticipated allotment date. | 10 June, 2008. |
| Despatch date | 13 June, 2008. The date on which transaction confirmations are sent to shareholders. |
I look forward to your participation in the offer to shareholders.
Yours faithfully
Roman Zwolenski Chairman
ANADIS LIMITED (ACN 063 114 045)
- A company listed on the Australian Stock Exchange
SHAREHOLDER SHARE PURCHASE PLAN (2008) ("PLAN")
TERMS AND CONDITIONS
1. PARTICIPATION
Participation in the Plan is open to all persons (Eligible Members) who, as at the record date of 24 April 2008 ("Record Date"), are registered as holders of ordinary shares in Anadis Limited, and who have an address (as recorded in the Company's register of members) in Australia or New Zealand.
The offer opens on 5 May 2008. The closing date for acceptances is 5.00pm, Melbourne time 2 June 2008 ("Closing Date"), unless extended.
Participation in the Plan is optional and is subject to these terms and conditions.
2. OFFERS
Offers under the Plan are non-renounceable and shares will be issued only to the Eligible Members to whom they are offered.
Each offer is made on the same terms and conditions. All Eligible Members of Anadis Limited receive the same offer, irrespective of the number of shares which they hold on the Record Date (and irrespective of the number of application forms received by them, which may be more than one because of various separate holdings in the Anadis Limited share register).
The maximum value of shares for which each eligible shareholder may subscribe is \$5,000. This limit applies to each shareholder even if that person holds shares in more than one capacity and receives more than one offer – for example, as a sole holder and as a first (or subsequent) named holder of a joint holding. If a share is held by a trustee or nominee on account of another person and the trustee or nominee relationship is expressly noted in the share register, the beneficiary for whom the shares are held is taken to be the registered holder. The Company reserves the right to reject any application form where it believes there has not been compliance with the A\$5,000 limit.
Each offer is subject to the maximum number of shares that will be issued under the Plan. The Directors have determined that the maximum number of shares to be issued under the 2008 Plan is not to exceed 15,000,000 shares. Once applications amounting to that number have been received, the Directors will close the Plan and reject any subsequent applications received. All funds relating to the rejected applications will be returned to the applicable shareholders.
3. ISSUE PRICE
The shares are being offered at a price of 5 cents per share ("Issue Price").
The Issue Price has been calculated on the basis of the volume weighted average market price of all ordinary shares in Anadis Limited traded during the ordinary course of trading on the Australian Stock Exchange Limited ("ASX") during the five trading days on which sales of Anadis shares were recorded. ending on the date of the offer to shareholders, less a discount of 18%.
4. COSTS OF PARTICIPATION
No brokerage, commission, stamp duty or other transaction costs will be payable by a shareholder in respect of an issue of shares under the Plan.
5. ISSUE OF SHARES
The Company will issue shares as soon as reasonably practicable after the Closing Date and will promptly apply for those shares to be quoted on the Australian Stock Exchange.
Within the period required by the ASX Listing Rules, the Company will send each participant a holding statement in respect of any shares issued under the Plan.
Shares issued under the Plan will rank equally with all other ordinary shares in Anadis Limited and will therefore carry the same voting rights, dividend rights and other entitlements as those shares.
6. ACCEPTANCE OF OFFERS
An offer to participate in the Plan may be accepted by an Eligible Member only by completing and returning the enclosed application form, together with the appropriate payment for the maximum possible amount to which the acceptance relates, by no later than the Closing Date, 2 June 2008.
Payment may be made by cheque in Australian dollars drawn on an Australian bank and made payable to "Anadis Limited SSPP Account", or by using the Bpay facility offered by Computershare Investor Services Pty Limited.
An offer will be taken to have been accepted by an Eligible Member only if the cheque which accompanies the shareholder's application form is paid in full on first presentation.
The Directors of the Company have an absolute discretion to reject as invalid an application form if they determine that acceptance of the form would or might prejudice the effective operation of the Plan or would or might be contrary to the laws of any country.
Applications for shares under the Plan are irrevocable. By completing and returning the application form you:
- (a) certify that you have not applied for shares with an aggregate application price in excess of \$5,000 under the Plan and any similar arrangement in the 12 months prior to your acceptance, even though you may have received more than one offer under the Plan or received offers in more than one capacity under the Plan; and
- (b) authorise the Company and its officers to correct any error in, or omission from, your application form and to complete the application form by the insertion of any missing details (without the Company or its officers being obliged to do so).
If one or more acceptance forms are received by an eligible shareholder in relation to shares with a value greater than \$5,000, the shareholder will be issued with the maximum number of shares permitted by the Plan and the excess subscription monies will be refunded.
No interest will be paid on any application money returned to you. Shareholders should consult their taxation or investment advisers to clarify the financial and taxation implications for them of subscribing for shares under the Plan.
7. AMENDMENT OF THE PLAN
The directors of the Company may, in their discretion, amend the Plan at any time (including, without limitation, by extending the Closing Date). The Company will notify the Australian Stock Exchange of any amendment of the Plan, but failure to do so will not invalidate the amendment. The Company may issue to any person fewer shares than subscribed for under the Plan (or none at all) if the Company believes that the issue of those shares would contravene any law or the ASX Listing Rules or the Corporations Act 2001.
8. ADMINISTRATION AND DISPUTE RESOLUTION
The Company's principal objective in administering the Plan is to facilitate maximum participation (subject to the maximum equity-raising level indicated previously) consistent with compliance with ASIC Class Order 02/831 and all applicable laws and efficient administrative practices.
The Company may adopt any administrative procedures it thinks appropriate in relation to the Plan.
The Company may settle, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise under or in connection with the operation of the Plan, whether generally or in relation to any participant or class of participants, offer, acceptance or shares, and the decision of the Company will be conclusive and binding on all participants and other persons to whom the determination relates.
The Company reserves the right to waive compliance with any provision of these terms and conditions.
9. NOTICES
Notices and statements to participating shareholders may be given in any manner determined by the Company.