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MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2013
Dec 18, 2013
65285_rns_2013-12-18_62ed9961-ffb8-4146-8981-660fc2fc9019.pdf
Capital/Financing Update
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ASX Announcement
Safety Medical withdraws from Kisara acquisition
Kisara Gold – Divestment and In Specie Distribution
The Directors of Safety Medical Products Limited (“ Safety Medical ” or the “ Company ”) have agreed with Kisara Gold Pty Ltd (“ Kisara ”), to withdraw from the Agreement to acquire Kisara.
The hurdle associated with re-compliance with Chapters 1 and 2 of the ASX Listing Rule has been difficult to overcome given the changes to the Listing Rules that require a higher NTA hurdle ($2M to $3M) than was originally contemplated when the transaction was entered into, particularly given the difficult capital raising markets for resource juniors, and more so those with a gold focus.
Part of the withdrawal agreement results in Safety Medical agreeing to capitalise funds forwarded to Kisara as part of its original agreement with Kisara into equity in Kisara.
The Agreement results in Safety Medical being issued with 66,666,667 shares in Kisara, equivalent to 40% of the issued capital of that Company.
Kisara have agreed to then reconstruct their shareholdings such that their issued capital will be reduced to 25 million shares, with Safety Medical owning 10 million shares of the 25 million shares. Kisara will be raising additional capital, so there will be dilution of Safety Medical’s overall interest in Kisara.
It is proposed to distribute the shares in Kisara in specie to the Safety Medical shareholders by way of a member approved capital reduction. The shares will be distributed on a pro rata basis to eligible shareholders registered as at 5PM WST on 27 December 2013 (“ Record Date ”).
The timetable associated with the distribution of shares is at the end of this announcement.
As at the date of this announcement Safety Medical has 495,872,354 shares on issue. The ratio for distribution of the Kisara Gold shares will be on the basis of 1 Kisara share for every 50 Safety Medical shares held on the record date, with fractional entitlements to be rounded down to the nearest whole share.
In accordance with the terms of the distribution to be approved by shareholders, transfers of Kisara Gold shares under the distribution will only be undertaken in respect of parcels of Kisara shares with a value of $250 or more, and to shareholders with registered addresses within Australia and New Zealand as at the Record Date.
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Safety Medical Products Limited Level 24, St Martin’s Tower 44 St George’s Terrace Perth Western Australia, 6000 ACN 007 817 192 Phone: (08) 6211 5099 Fax: (08) 9218 8875 Website: www.safemed.com.au
ASX Code: SFP
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Accordingly the entitlements to Kisara Gold shares of:
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those eligible shareholders that would have received less than $250 of Kisara Gold shares based on the notional price of $0.10 per share for Kisara Gold on the Record Date; and
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overseas shareholders
will initially be held by Safety Medical on trust for those shareholders, and ultimately sold on those shareholder’s behalf when a market for these shares is available and the proceeds of that sale (less costs and expenses of the sale and less costs of distribution of the funds) will be distributed by way of cheque as their respective entitlement.
Shareholders in Safety Medical with holdings greater than 125,000 shares will receive a distribution of Kisara shares.
Shareholders need take no action in respect of the capital reduction and the in specie distribution other than through the approval process of the forthcoming shareholders meeting. The number of Safety Medical shares held by the shareholders will not change and the rights attaching to those shares will not be altered by the capital reduction.
Secure Touch Syringe
The Company retains its interest in the SecureTouch Syringe through two ongoing patent applications in the USA and Australia, as well as registered Trademarks in New Zealand and Australia.
The Patent applications are currently undergoing examination both in the US and in Australia, with Safety Medical currently preparing responses to certain queries from both the US and Australian patent offices.
Safety Medical also notes an improved capital raising market and interest in the medical health sector. Consequently the Board is keen to pursue its options in respect of the Secure Touch syringe and the Health Care Equipment and Services sector in which it currently operates.
Capital Raising and Mandate
The Company has executed a mandate to provide capital assistance by way of new equity in Safety Medical with Taylor Collison, a leading Sydney based financial services firm. Taylor Collison has agreed to provide $500,000 through the issue of 250 million shares in Safety Medical at a price of $0.002, in two tranches, as follows:
| ExistingCapital | 494,193,654 | |
|---|---|---|
| Tranche One | 74,000,000 | $128,000 |
| Tranche Two | 176,000,000 | $372,000 |
| Total Equity | 744,193,644 | $500,000 |
Tranche One is anticipated to be completed under the 15% rule before Tuesday 31 December 2013, whilst Tranche Two will necessarily await shareholder approval at the Shareholder’s Meeting to be held on Wednesday 12 February 2014.
The funds will be utilised to further progress the Company’s Secure Touch syringe project as well as consider new opportunities in the Health Care and Equipment Services sector.
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Timetable
| Announce termination of Kisara transaction | Wed 18 December 2013 |
|---|---|
| Record date for capital reduction/in specie | Friday27 December 2013 |
| Additional shares allotted as a result of placement(Tranche One) | Tuesday 31 December 2013 |
| Issue notice of meeting for approval of capitalreduction/in specie distribution | Friday 10 January 2014 |
| Shareholder Meetingto approve | Wednesday12 February2014 |
| Additional shares allotted as a result of placement(Tranche Two) | Thursday 13 February |
| Distribution of shares to members effected | Thursday13 February |
Simon Lill Director 18 December 2013
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