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INVION LIMITED — Capital/Financing Update 2014
Feb 25, 2014
65148_rns_2014-02-25_8ef35826-1f9a-4e61-9af2-aa12442e036b.pdf
Capital/Financing Update
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ASX / MEDIA ANNOUNCEMENT
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26 February 2014
Entitlement Offer cleansing notice under section 708AA(2)(f) Corporations Act
Invion Limited (ASX Code: IVX)
Invion Limited ( Invion ) today announced a 1 for 20 non-renounceable entitlement offer of fully paid ordinary shares in Invion ( New Shares ) to raise approximately AU$2 million ( Entitlement Offer ). The Entitlement Offer follows an AU$5 million institutional placement that was announced on Friday, 21 February 2014.
Patersons Securities Limited ACN 008 896 311 and Morgans Corporate Limited ABN 32 010 539 607 have been appointed as joint lead managers for the Entitlement Offer.
Invion will offer the New Shares for issue without disclosure to investors under section 708AA(2)(f) Corporations Act 2001 ( Corporations Act ) as notionally modified by ASIC Class Order 08/35 ( CO 08/35 ).
For the purposes of section 708AA(7) Corporations Act, Invion advises:
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(a) the New Shares will be offered for issue without disclosure under Part 6D.2 Corporations Act as notionally modified by CO 08/35;
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(b) this notice is given under section 708AA(2)(f) Corporations Act as notionally modified by CO 08/35;
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(c) as at the date of this notice, Invion has complied with:
- (i) the provisions of Chapter 2M Corporations Act as they apply to Invion; and
(ii) section 674 Corporations Act;
- (d) as at the date of this Notice, there is no excluded information of the type referred to in section 708AA(8) and 708AA(9) Corporations Act as notionally modified by CO 08/35;
(e) the potential effect that the Entitlement Offer will have on the control of Invion, and the consequences of that effect, is as follows:
- (i) if all shareholders take up their entitlement to New Shares, the Entitlement Offer will have no effect on the control of Invion as all shareholders would continue to hold the same percentage interest in Invion; and
(ii) in the more likely event that some shareholders do not take up their full entitlement, those shareholder’s percentage holdings in Invion will be diluted by those other shareholders who take up some, all or more than their entitlement (i.e. by subscribing for shortfall shares).
Invion has reserved the right, in accordance with ASX Listing Rule 7.2, Exception 3, to place the shortfall at the discretion of the Board within 3 months of the closing date for the Entitlement Offer. Having regard to the number of shares to be issued under the Entitlement Offer, even if a substantial shortfall eventuated, the participants in any shortfall would not be in a position to exercise any substantive control in Invion.
Shareholders should also have regard to the dilutionary impact that the placement, conducted in conjunction with the Entitlement Offer, will have on their shareholding. However, it should also be noted that no party will acquire a relevant interest in voting shares exceeding 20% as result of the Entitlement Offer, the placement of any Entitlement Offer shortfall, or completion of the placement.
Further details regarding the Entitlement Offer are set out in the Information Booklet that was lodged with ASX on 26 February 2014 and will be sent to shareholders on 10 March 2014.
For and on behalf of the Board of Invion Limited
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Melanie Farris Company Secretary & Head of Operations
Invion Limited ABN 76 094 730 417
GPO Box 1557, Brisbane, QLD, 4001. P +61 7 3295 0500 F +61 7 3295 0599 www.inviongroup.com