AI assistant
MYECO GROUP LTD — M&A Activity 2008
Nov 10, 2008
65304_rns_2008-11-10_603661d2-0d69-448e-b629-6327b6280e17.pdf
M&A Activity
Open in viewerOpens in your device viewer
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
TO: COMPANY ANNOUNCEMENTS OFFICE AUSTRALIAN SECURITIES EXCHANGE
DATE: 11 November 08
CARDIA TO ACQUIRE BIOGRADE LIMITED VIA SCHEME OF ARRANGEMENT
The Board of Cardia Technologies Limited (“Cardia”) advises that, subject to the approval of the members of Cardia in general meeting, it proposes to acquire all of the issued capital of Biograde Limited (ABN 65 102 302 134) (“Biograde”).
TERMS OF THE ACQUISITION
It is proposed that the acquisition be made by way of a scheme of arrangement (“Scheme”) to be entered into in accordance with the provisions of Sections 411 and 412 of the Corporations Act 2001 (the “Act”).
It is expected that a meeting of Members of Biograde to approve the Scheme (“Scheme Meeting”) will be held in January 2009 and that the Scheme will come into effect in the first half of February 2009. Exact dates cannot be given at this time as the Scheme Meeting is subject to the approval of the Supreme Court of Victoria. Prior thereto the Scheme Booklet must be prepared and lodged with ASIC in the normal manner.
A meeting of members of Cardia (“General Meeting”) to approve the issue of the Scheme Consideration under the Scheme will be held on the same day as the Scheme Meeting. Resolutions to be put to the General Meeting will include a special resolution to approve the issue of shares to related parties of Cardia under Listing Rule 10 and Chapter 2E of the Act.
Consequently the terms of any merger of the two companies will be subject to the approval of both Cardia and Biograde members and approval of the Supreme Court of Victoria.
The proposed terms of the acquisition are that members of Biograde will receive two (2) fully paid ordinary shares in Cardia and two options to acquire two (2) additional fully paid ordinary shares in Cardia for every one (1) ordinary share held in Biograde on the Record
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
Date to determine entitlements under the Scheme. The value of the consideration is based on a market value of Cardia Shares which have traded in the range of $0.024 on 15 October 2008 and $0.016 on 10 November 2008. Without valuing the options comprising part of the scheme consideration, this substantially equates to the last price at which Biograde raised funds which was $0.05 per share pursuant to an Offer Information Statement issued in May 2008 pursuant to which Biograde raised $1,500,000. The Scheme Booklet to be issued by Biograde will contain more detailed information on the value of the transactions and will incorporate an independent valuation of Biograde and the Scheme Consideration.
No part of the consideration for the acquisition will be payable in cash: nor will there be any debt component involved. Consequently no capital raising is proposed to be made in relation to the acquisition.
The acquisition will be unconditional and there will be no earn –out provisions.
Based on the operation of Chapter 9 and Appendix 9B of the Listing Rules it is anticipated that the marketable securities comprising the Scheme Consideration will be free from escrow except for those to be issued to Vermar Pty Ltd, which is a related party of Mr P Volpe, a director of both Cardia and Biograde. Vermar Pty Ltd is expected to receive 18,066,840 Shares and 18,066,840 options to acquire ordinary shares under the Scheme. Those securities are likely to be escrowed for a period of 12 months from the later of issue or execution of a restriction agreement in accordance with Listing Rule 9 and item 5 of Appendix 9B.
While not a part of the Scheme, Cardia has in conjunction with the proposed acquisition subscribed to $300,000 of convertible notes in Biograde. The notes will bear interest on commercial terms and be convertible into ordinary shares in Biograde in the event that the proposed acquisition is not completed within 6 months from the date of subscription. The conversion price for the notes will be $0.05 cents per share being the same price at which Biograde last raised equity capital.
BIOGRADE OPERATIONS
Biograde Limited is in the business of manufacturing, marketing and distribution of hybrid and biodegradable plastics. It has operations in Australia, Hong Kong and China.
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
Biograde Limited
Established in September 2003 and located in Mulgrave Victoria, Biograde Limited was formed with the objective to become a major international manufacturer of Biodegradable Plastics resins. Biograde Limited directs the corporate strategy and international management of its subsidiary businesses Biograde Hong Kong, and Biograde Nanjing.
Biograde Limited is responsible for distribution and marketing of its products globally.
Biograde Hong Kong (100% owned by Biograde Limited)
Biograde Hong Kong was established in December 2004 and holds all the issued capital of Biograde Nanjing which manufactures all the Group’s biogradeable plastic resins for distribution in China and globally. Biograde Hong Kong also holds the Intellectual Property for the Company’s formulations and manufacturing methods for biodegradable resins.
Biograde Nanjing (100% owned by Biograde Hong Kong)
The manufacturing facilities for the Group which are located in Nanjing include three manufacturing lines for biodegradable plastic resins with a capacity of 3000 tonnes per annum. The site provides for manufacturing, quality assurance functions and product development. The China management team and domestic sales team are also located at the Nanjing site. The facility currently employs 31 people.
Revenue and Losses for the Past 3 years
Details of Biograde’s revenues and losses over the past 3 years are as follows:
| Year | Revenue ($) |
(Loss) ($) |
|---|---|---|
| 2006 | 25,150 | (627,587) |
| 2007 | 562,495 | (1,306,449) |
| 2008 | 842,492 | (2,338,243) |
At present it is intended that all employees of Biograde will continue in employment. Subsequent to completion of the merger review of the needs of the entity on a combined basis will be made and such a review may lead to limited changes to staffing requirements
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
for Biograde. At this stage it is not intended to alter the employment of any of Biograde’s staff as a result of the Scheme.
CARDIA OPERATIONS
Subsequent to the merger Cardia will continue to maintain its operations as they exist at present and, be involved in the operations of Biograde.
For information purposes Cardia’s present investments and assets in addition to the $5.1 million (approximately) cash at bank after subscribing to the $300,000 of convertible notes comprise:
1. Mineral Exploration (Uranium)
Cam Bow Holdings (Pty) Ltd (“Cam Bow”), a wholly owned subsidiary in Botswana which holds eleven licences to explore for base, precious and radioactive minerals in that country. Cardia’s primary focus during the year ended 30 June 2008 was to review its uranium and base metal tenements. Exploration on these projects will continue to be a major focus of Cardia’s activities in 2009.
2. Agricultural Biotechnology
Bioglobal Limited (“Bioglobal”), which is an unlisted public company in which Cardia holds 27.3% of its issued capital (18,780,000 ordinary shares).Bioglobal markets Pheromone agricultural products in Australia with sales of approximately $2.5 m in the year to 30 June 2008. It has reinvested the resultant cash flow to build a research portfolio of new agricultural pest control products.
3. Environmental Technology
Aquenox Limited (“Aquenox”), which is an unlisted public company in which Cardia holds convertible notes covering advances of $5,161,864 to Aquenox. This debt converts into equity on terms previously disclosed. Aquenox holds a range of patents over its water treatment systems and applications and has now commercialized its technology with sales being made nationally. In addition Cardia holds a first registered debenture charge securing a loan of $1m to Aquenox which assisted that company to acquire the assets of Just Irrigation Pty Ltd. (“JI”) which was established in 1989 as a specialized provider of all aspects of irrigation from engineering design through to installation, service and maintenance and which, in 2007, had turnover of $5.6million giving a net profit before tax of $263,925.
4. Natural Pharmaceuticals
Natural Pharmacy Pty Ltd (‘Natural Pharmacy”), which is an unlisted company in which Cardia holds 66% of its issued capital. Cardia receives an annual royalty from sales of its brand in Australia .
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
5. Medical Technology
Dia-B Tech Limited (“Dia-B”) which is listed on the ASX with Cardia holding 2.1% of its issued capital (3,137,539 shares).
The investments in Bioglobal, Aquenox, Natural Pharmacy and Dia-B are now largely passive holdings. Given current market conditions and the world economic and financial crisis, these investments are reviewed on a regular basis.
Cardia’s present intention is to maintain focus on its present investments as set out in its Annual Report for the year ended 30 June 2008 and, in addition, to assist in the development and expansion of Biograde by provision of management skills, expansion of marketing and distribution and working capital.
In particular the mining tenements in Cam Bow will remain as a significant focus of Cardia over the next 12 months with projected expenditure of approximately $1,500,000 on exploration over that period. Cardia will investigate possibilities to enable that expenditure to be met by farm out or by other funding methods in the normal course of its business operations.
Capital Structure
The capital structure of Cardia as at the date of this announcement and as it will exist following the proposed merger is as set out in the following table.
Capital Structure of Cardia on Completion of Scheme
| Existing Shares | 276,172,149 | |
|---|---|---|
| Existing Options | 262,647,757 | |
| Number of New Shares to be issued under Scheme. | 259,964,442 | |
| Number of New Options to be issued under Scheme | 259,964,442 | |
| Total number of Shares on issue immediately after | 536,136,591 | |
| allotment of New Shares under the Scheme | ||
| Total number of Options on issue immediately after grant | 522,612,199 | |
| of New Shares under the Scheme |
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
Pro forma Balance Sheets
Proforma balance sheets of Cardia as it will exist subsequent to the proposed merger based first on audited accounts of both entities as at 30 June 2008 and secondly, based on unaudited management accounts as at 30 September 2008 are each set out below.
| Audited Balance Sheet 30/6/08 |
Proforma Balance Sheet 30/6/08 |
|
|---|---|---|
| Current Assets | ||
| Cash & cash equivalents | 5,442,550 | 6,828,371 |
| Trade and other receivables | 69,833 | 605,940 |
| Inventories | - | 792,854 |
| Other current assets | - | 33,053 |
| Total Current Assets | 5,512,383 | 8,260,218 |
| Non Current Assets | ||
| Intangible Assets | - | 5,240,464 |
Investments accounted for usingthe equitymethod |
462,156 | 462,156 |
| Financial Assets | ||
| -Receivables* | 5,161,864 | 5,161,864 |
| Less : Provision for Impairment | (5,161,864) | (5,161,864) |
| -Secured Loans | 1,029,220 | 1,029,220 |
| -Available for sale financial assets | 94,126 | 94,126 |
| Plant and Equipment | 14,361 | 464,737 |
| Other Assets | 317,969 | 317,969 |
| Total Non Current Assets | 1,917,832 | 7,608,672 |
| Total Assets | 7,430,215 | 15,868,890 |
| Current Liabilities | ||
| Trade and otherpayables | 474,587 | 2,138,204 |
| Short termprovisions | 36,027 | 56,479 |
| Amount due toAssociated Company | - | 500,000 |
| Total Current Liabilities | 510,614 | 2,694,683 |
| Non Current Liabilities | ||
| Provisions | - | 15,459 |
| Total Non Current Liabilities | - | 15,459 |
| Total Liabilities | 510,614 | 2,710,142 |
| Net Assets 6,919,601 13,158,748 |
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
ACN 064 755 237
==> picture [76 x 108] intentionally omitted <==
| Equity | ||
|---|---|---|
| Issued Capital | 22,427,510 | 27,626,799 |
| Reserves | (101,645) | 938,213 |
| Accumulated Losses | (15,454,799) | (15,454,799) |
| Parent Entity Interest | 6,871,066 | 13,110,213 |
Minority Equity Interest |
48,535 | 48,535 |
Total Equity 6,919,601 13,158,748 |
*Receivables
Receivables of $ 5,161,864 from related party (formerly wholly owned subsidiary - Aquenox Ltd) are supported by a Convertible Debt Deed. In considering this financial asset members should note that the debt does not bear interest against Aquenox Ltd and must be converted into equity in Aquenox at the time of that Company’s ASX Listing at the issue price for shares issued under the Prospectus related to the IPO.
If no Listing occurs within 2 years, the debt will convert into equity on the basis of an independent valuation at the end of the 2 years period.
The only circumstances in which the debt may be repaid in cash is if Aquenox becomes subject to external administration at which time Cardia shall be entitled to rank as any other creditor of Aquenox or if Aquenox elects to repay the debt in cash in which case Cardia has the right to elect to convert the debt into equity.
As the Receivables can be settled by the issue of a variable number of ordinary shares in Aquenox Ltd as per the terms of Convertible Debt Deed, they have been classified as a receivable and not as an equity instrument in accordance with the terms of AASB 132.
Based on September 2008 unaudited Management Accounts
Unaudited Balance Sheet Based on Management Accounts 30/9/08 |
Proforma Balance Sheet 30/9/08 |
|
|---|---|---|
| Current Assets | ||
| Cash & cash equivalents | 5,610,503 | 5,962,707 |
Trade and other receivables |
67,222 | 632,214 |
| Inventories | - | 1,507,133 |
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
ACN 064 755 237
==> picture [76 x 108] intentionally omitted <==
| OtherCurrentAssets | 44,373 | |
|---|---|---|
| Total Current Assets | 5,677,725 | 8,146,427 |
| Non Current Assets | ||
| Intangible Assets | - | 5,595,035 |
| Investments accounted for using the equity method | 462,156 | 462,156 |
Financial Assets |
||
| -Receivables* | 5,161,864 | 5,161,864 |
| Less : Provision for Impairment | (5,161,864) | (5,161,864) |
-Secured Loans |
1,058,761 | 1,058,761 |
| -Available for sale financial assets | 47,063 | 47,063 |
| Plant and Equipment | 13,330 | 621,539 |
| Other Assets | 327,659 | 327,659 |
| Total Non Current Assets | 1,908,969 | 8,112,213 |
| Total Assets | 7,586,694 | 16,258,640 |
| Current Liabilities | ||
| Trade and other payables | 406,331 | 1,790,720 |
| Short term provisions | 42,590 | 75,542 |
| Unsecured Loans | - | 1,000,000 |
| Total Current Liabilities 448,921 2,866,262 |
||
| Non Current Liabilities | ||
| Provisions | - 15,459 |
|
| Total Non Current Liabilities | - 15,459 |
|
| Total Liabilities | 448.921 | 2,881,721 |
| Net Assets 7,137,773 13,376,919 |
||
| Equity | ||
| Issued Capital | 22,427,510 | 27,626,799 |
| Reserves | 272,130 | 1,311,987 |
| Accumulated Losses | (15,610,030) | (15,610,030) |
| Parent Entity Interest | 7,089,610 | 13,328,756 |
| Minority Equity Interest | 48,163 | 48,163 |
Total Equity |
7,137,773 | 13,376,919 |
*Receivables
Receivables of $ 5,161,864 from related party (formerly wholly owned subsidiary - Aquenox Ltd) are supported by a Convertible Debt Deed. In considering this financial asset members should note that the debt does not bear interest against Aquenox Ltd and
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
must be converted into equity in Aquenox at the time of that Company’s ASX Listing at the issue price for shares issued under the Prospectus related to the IPO. If no Listing occurs within 2 years, the debt will convert into equity on the basis of an independent valuation at the end of the 2 years period.
The only circumstances in which the debt may be repaid in cash is if Aquenox becomes subject to external administration at which time Cardia shall be entitled to rank as any other creditor of Aquenox or if Aquenox elects to repay the debt in cash in which case Cardia has the right to elect to convert the debt into equity.
As the Receivables can be settled by the issue of a variable number of ordinary shares in Aquenox Ltd as per the terms of Convertible Debt Deed, they have been classified as a receivable and not as an equity instrument in accordance with the terms of AASB 132.
Board
It is likely that, subject to his consent in writing being obtained, Dr John Scheirs, a director of Biograde will be appointed to the Board of Cardia with effect from the completion of the merger.
Details of Dr Scheirs are set out below.
Dr. John Scheirs B.Appl.Sci. Ph. D
Technical Director
Director of Biograde Limited (Australia), Biograde (Hong Kong) Pty Ltd. and Biograde Nanjing Pty Ltd.
Dr Scheirs is a plastics technologist who has a Ph.D. in Applied Chemistry from The University of Melbourne. He specializes in the analysis, development and recycling of plastics and has presented at international conferences and seminars in this field.
Dr. Scheirs has worked as a product development engineer for Exxon-Mobil from 1991 -94 and as the Process Manager for Coca Cola Amatil’s Reforming Division from 1998 – 2000 where he was responsible for setting up the world's first commercial PET bottle-to-bottle recycling plant (A$25 Million dollar investment).
Dr Scheirs has run his own consultancy under the name “ExcelPlas Polymer Technology” since 1994. He has a high profile nationally and internationally in the plastics recycling and
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
polymer degradation fields and is a member of the editorial board of the international journal 'Polymer Degradation and Stabilization', Elsevier Scientific, Netherlands.
Dr. Scheirs is a core member of the Australian Standards committee on biodegradable plastics (EV-017 Degradability of plastics). This committee recently adopted the primary standard for assessing the biodegradability (compostability) of plastics packaging EN13432. Dr. Scheirs is also the chairperson of the oxodegradables subcommittee (EV017 sub).
He has written a draft standard for assessing the efficacy of degradable plastics which is to be published in 2008.
Dr. Scheirs is the author of over 50 published articles and chapters on plastics/polymers, polymer stabilization, polymer manufacturing, polymer compounding and polymer recycling including a number of two books, “Compositional and Failure Analysis of Polymers” (Wily UK, 2000) and “Polymer Recycling Science, Technology and Applications”, John Wiley & Sons, Great Britain, 1998.
Dr Scheirs is the editor of the new reference book on converting waste plastics into diesel fuels entitled “Feedstock Recycling and Pyrolysis of Waste Plastics: Converting Waste Plastics into Diesel and Other Fuels”, published May 2006 ISBN: 0-470-02152-7), John Wiley & Sons, Great Britain, 2006.
He is also the co-editor of a number of books including “Metallocene-based Polyolefins”, John Wiley & Sons, Great Britain, 2000, “Modern Polyesters” John Wiley & Sons, Great Britain, 2003, and “Modern Styrenic Polymers” John Wiley & Sons, Great Britain, 2003.
RELATED PARTY MATTERS
Mr. P. J Volpe is both a Director and major shareholder of Cardia and Biograde and consequently the transaction will be required to comply with the related party provisions contained in Chapter 2E of the Act and with the provisions of Chapters 7 and 10 of the Listing Rules of ASX Limited.
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE
Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
FURTHER INFORMATION
Further details of the proposed transaction will be released in due course in accordance with the requirements of the Listing Rules and the Act.
A detailed Information Memorandum containing all the requisite independent experts’ reports required under the Act and otherwise will be dispatched to Cardia members in due course to obtain their approval.
When the Scheme Booklet has been finalized and Orders have been obtained from the Court to convene a meeting of members of Biograde to consider and, if thought fit, approve the Scheme, a copy will be released to the market and will be made available to members on Cardia’s website.
John Wilson Company Secretary.
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]