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MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2014
Oct 5, 2014
65285_rns_2014-10-05_670fd2eb-47b4-48cc-9b46-83d4b7e0bb6c.pdf
Capital/Financing Update
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6 October 2014
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ASX Announcement
Safety Medical Executes Share Sale Agreement to Acquire 3D Medical Limited
The Directors of Safety Medical Products Limited (" Safety Medical " or " Company ") are pleased to announce that they have executed a formal Share Sale Agreement (" SSA ") to acquire the rights and title in 100% of the issued capital of 3D Medical Limited (“ 3DMedical ”).
The Share Sale Agreement is binding, subject to satisfaction or waiver of conditions precedent including re-compliance with Chapters 1 and 2 of the ASX Listing Rules.
The Transaction will include an equity raising of at least $2,000,000 to provide funding for the 3D Medical business and working capital for the Company.
About 3D Medical
3D Medical is an emerging service provider that will offer the healthcare sector a suite of services and technologies that leverage 3D volumetric data. The Company is focussed on four cutting edge technologies with the potential to revolutionise diagnosis and patient treatment and care, by providing healthcare professionals with more meaningful information and greater insight into the complexities of patient anatomy.
The four platform technologies that 3D Medical intends to pursue are as follows:
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Touch 3D printing service to create tactile, anatomical models
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Visualise Holographic projection via partnership with Echopixel Inc.
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Gestsure Accessing digital patient data in operating rooms using simple hand gestures
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Medidata Manipulation and analysis of data generated by medical practices
3D Medical is already generating revenues from 3D printing and holographic projection services. Commercialisation of the other two platforms is imminent.
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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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Share Sale Agreement
The SSA replaces the Heads of Agreement that was executed on 19 June 2014. In executing the SSA the Company agreed to acquire all the issued capital of 3D Medical held by the 3D Medical Shareholders in consideration for the Company:
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a) agreeing to issue to the 3D Medical Shareholders 1,750,000,000 Consideration Shares pro rata to their respective shareholdings;
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b) agreeing to issue 43,750,000 Advisory Shares; and
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c) agreeing to issue 875,000,000 Consideration Options
The Share Sale Agreement is subject to and conditional upon the following conditions precedent:
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a) Both parties completing their due diligence on the other to their absolute satisfaction;
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b) Completion of a capital raising of not less than $2,000,000;
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c) The Company obtaining and complying with all shareholder and regulatory approvals required; and
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d) The 3D Medical Vendors and 3D Medical obtaining all required 3D Medical shareholder approvals as may be required to legally and validly implement the Proposed Transaction.
The SSA contains additional provisions, including warranties and indemnities in respect of the status of 3D Medical and Safety Medical which are considered standard for agreements of this kind.
Change of Activities
The Transaction will result in Safety Medical requiring shareholder approval under Chapter 11 of the ASX Listing Rules for a change in nature and scale of its operations and will re-comply with Chapters 1 and 2 of the ASX Listing Rules.
Change of Board
3D Medical will be entitled to nominate three persons to the Board of Directors on completion of the transaction, and following that appointment the existing directors will resign.
General Meeting
Safety Medical shareholders will be given the opportunity to approve the transaction at a general meeting to be convened. A Notice of Meeting with further details of the transaction will be dispatched to shareholders once finalised.
Indicative Capital Structure, Timetable and Pro-forma Balance Sheet
Safety Medical is currently finalising the Notice convening the meeting of shareholders to approve the transaction. An updated capital structure, timetable and pro-forma balance sheet will be released to the market with the Notice.
Stephen Hewitt-Dutton Director