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LARK DISTILLING CO. LTD — Capital/Financing Update 2014
May 1, 2014
65265_rns_2014-05-01_406ccc8b-6580-4152-ae60-62343407f11f.pdf
Capital/Financing Update
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Montec International Limited ABN: 62 104 600 544
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Level 3, 70 Pitt Street SYDNEY NSW 2000 PO Box 991 Rozelle NSW 2039 Australia [email protected] www.montec-international.com Telephone:+61 1300 134 875 Facsimile:+61 2 9233 4497
2 May 2014
[Foreign Shareholder address]
Dear Foreign Shareholder
Renounceable Rights Issue – Information for Foreign Shareholders
On 1 May 2014, Montec International Limited ( the Company ) announced to ASX that it was to undertake a renounceable Rights Issue of New Ordinary Shares to Eligible Shareholders.
Renounceable Rights Issue
It is proposed that the Company issue approximately 3,177,771,279 New Ordinary Shares at a price of $0.001 per New Ordinary Share to acquire three New Ordinary Shares for every one Share held at the Record Date of 7 May 2014.
The Rights Issue is partially underwritten to a value of $2,560,000 by a number of convertible noteholders and lenders who have agreed that the face value of the convertible notes and loans they hold can be offset by them subscribing for any Shortfall Shares under the Offer.
Any funds raised under the Rights Issue that are not applied to the repayment of convertible notes or loan funds will be applied towards the costs of the Offer and the Company’s working capital to support its focus on the distribution of Lark whisky and other spirit products into the super premium market in China and investigating other business opportunities in China for those dairy products and wines that are available to it through existing distribution arrangements. The market for premium and artisan whisky and spirits is growing globally and the Company believes that there is a significant potential for it to develop the distribution of internationally awarded premium whisky and spirits in China.
Foreign Shareholders
The Company has determined that it is unreasonable to make offers of New Shares to Shareholders with registered addresses outside Australia or New Zealand (Foreign Shareholders). This decision was made having regard to the number of Foreign Shareholders, the number and value of New Shares those Foreign Shareholders would have been offered and the cost of and time involved in complying with the legal and regulatory requirements of the jurisdictions in which the Foreign Shareholders are domiciled.
Although the Company is unable to extend you the opportunity to participate in the Rights Issue directly, the Company has applied to the Australian Securities and Investments Commission ( ASIC ) for approval for Berne No 132 Nominees Pty Ltd (ACN 010 413 591) ( Berne ), as your nominee, to sell the Rights to the New Shares and remit the net proceeds to all Foreign Shareholders in accordance with section 615 of the Corporations Act 2001 (Cth) ( the Act ). As at the date of this letter, ASIC has not yet provided this approval.
Subject to ASIC’s approval for the purposes of section 615 of the Act, if there is a viable marked in the Rights and a premium over the expenses of the sale can be obtained, Berne will sell the Rights.
Any sale will be at prices and otherwise in a manner determined by Berne in its sole discretion. Neither the Company nor Berne will be held liable for any failure to sell the Rights or to sell the Rights at a particular price. The proceeds, after deducting costs, will be distributed to Foreign Shareholders for whose benefit the rights are sold in proportion to their shareholdings as at the Record Date.
The Company will release an announcement to the ASX when ASIC’s determination regarding approval of a nominee for the purposes of section 615 of the Act is obtained.
Enquiries
If you have any questions regarding this renounceable Rights Issue, please telephone the Company’s Share Registry, Boardroom Pty Limited, on (02) 9290 9600 (within Australia) +61 2 9290 9600 (outside Australia).
Yours sincerely
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Terry Cuthbertson Chairman
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