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MYECO GROUP LTD — Capital/Financing Update 2011
May 5, 2011
65304_rns_2011-05-05_bb16e68f-c954-4142-8e34-f4d794866fbf.pdf
Capital/Financing Update
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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 6 MAY 2011
LETTER TO AUSTRALIAN AND NEWZEALAND SHAREHOLDERS
The attached letter will be dispatched today to Cardia Shareholders’ advising them of Renounceable Rights Issue of Cardia as announced on 5[th] May 2011.
Rekha Bhambhani Company Secretary
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6 May 2011
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Dear Shareholder,
Renounceable Rights Issue
Cardia Bioplastics Limited (“Cardia” or “the Company”) (ASX: CNN) is pleased to announce that it lodged a Prospectus with ASIC on 5[th] May 2011 in respect of a fully underwritten pro-rata renounceable rights issue to raise approximately $4.5 million (“Rights Issue”). The Rights Issue is fully underwritten by Patersons Securities Limited (“Patersons”).
The proceeds of the Rights Issue will be directed to the anticipated global growth of Cardia’s bioplastics portfolio. Further details of the use of the proceeds are provided below and in the Prospectus.
Details of Rights Issue
Shareholders will be provided with an opportunity to participate in Cardia’s growth and development strategy through a renounceable rights issue of 1 new fully paid ordinary share (“New Share”) for every 2 shares held at 5pm on 19 May 2011 (“Record Date”) at an issue price of $0.01 (1 cent) each, together with 1 free-attaching option for every 4 New Shares subscribed for, having an exercise price of 1.5 cents and an expiry date of 30 June 2012 (“New Option”). For every New Option that is exercised, the holder will receive in addition to one new Ordinary Share arising from that exercise, a further 1 free attaching option, exercisable at 2 cents at any time before 30 June 2013 (“Piggy Back Option”) (“the Rights Issue Offer”).
The maximum number of New Shares offered under the Rights Issue is 447,274,855 (assuming no existing options are exercised prior to the Record Date). The maximum number of New Options offered under the Rights Issue is 111,818,714. Fractional entitlements will be rounded up to the nearest whole share.
Application seeking the quotation of New Shares and New Options will be lodged with ASX on completion of the issue.
Cardia has appointed Patersons as Lead Manager and Underwriter to the Rights Issue. Under the terms of the underwriting agreement and as an incentive for sub-underwriters, the Company has agreed to issue up to further 111,818,714 options to the Underwriter (or its nominees) on the basis of one New Option for every 4 New Shares underwritten (having the same terms as the New Options) (“Underwriter Options”) as part of its underwriting fee.
Any Piggy Back Options issued upon exercise of the New Options or Underwriter Options will not be issued to holders of such options until such time as the Company has prepared a
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disclosure document for the purposes of complying with the technical requirements of the Corporations Act 2001 (Cth) in respect of the grant of those subsequent Piggy Back Options. Piggy Back Options will only be issued under a separate disclosure document. The Company is expecting to prepare and lodge such a disclosure document in July 2012. Quotation of Piggy Back Options will be sought separately upon issue of that disclosure document.
The Rights Issue is being offered to shareholders with a registered address in Australia and New Zealand only. The Company has appointed Patersons to act as nominee to seek to sell the entitlements to New Shares which would otherwise have be issued to shareholders outside of Australia and New Zealand. The nominee will remit any proceeds of the sale of the entitlements or New Shares (less costs) to the ineligible shareholders.
Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Rights Issue does not breach any regulations in the relevant overseas jurisdiction .
Eligible shareholders who take up their entitlement in full and who still hold less than 200,000 shares will also have the opportunity to apply for additional New Shares with free attaching New Options to round up their shareholding to 200,000 shares, from any potential shortfall under the Rights Issue. In addition, eligible shareholders who take up their full entitlement will also have the opportunity to apply for additional New Shares with free attaching New Options from any potential shortfall under the Rights Issue. The Company will be entitled to place any shortfall within a period of three months following closure of the Rights Issue.
The Prospectus for the Rights Issue will be dispatched in due course.
Use of Proceeds from the Rights Issue
The net proceeds from the Rights Issue offer will be used to fund the following:
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(a) current and new client development projects;
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(b) manufacturing and distribution activities of the Company;
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(c) expansion of the sales and marketing team of the Company to develop new alternative packaging for major brand owners;
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(d) maintenance of the Company’s existing provisional patents portfolio, accreditations and application for new patents;
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(e) the purchase and implementation of a new integrated financial and management accounting system (ERP) that will allow robust management of financial accounting systems and reporting required, as the Company’s business expands globally;
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(f) the purchase of additional equipment to expand the resin and finished goods capability of the Company; and
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(g) for general working capital requirements.
Important Dates
| EVENT | DATE |
|---|---|
| Announcement Of Offer & Appendix 3B | 5 May 2011 |
Offer document lodged with ASX |
5 May 2011 |
| Letter to Shareholders | 6 May 2011 |
| Existing Shares quoted on“ex”basis | 13 May 2011 |
| Rights Trading Starts | 13May2011 |
| Record date- the date for determining entitlements of eligible shareholders to participate in the offer. |
19 May 2011 |
| Prospectus and Entitlement & Acceptance Forms despatched to Eligible Shareholders |
23 May 2011 |
Rights trading ends |
31 May 2011 |
| Final date and time for receipt of acceptance and payment in full (“Closing Date”) |
7 June 2011 |
Rights issue short fall notified to ASX |
9 June 2011 |
| Securities quoted on a deferred settlement basis | 13 June 2011 |
| Despatchdate (deferred settlement trading ends) | 16 June2011 |
| Normal trading resumes | 17 June 2011 |
These dates are subject to change and are indicative only. Cardia Bioplastics Limited reserves the right to amend this time table including, subject to the Corporations Act and listing rules, to extend the closing date. The Directors may extend the Closing date by giving at least 6 Business Days notice to ASX prior to the Closing Date. The date that the new shares are expected to commence trading on the ASX may vary with any change to the Closing date.
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Pat Volpe Chairman
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