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NEXTED GROUP LIMITED Capital/Financing Update 2010

Feb 16, 2010

65463_rns_2010-02-16_37eae3b3-0eeb-4677-b301-549688371ec6.pdf

Capital/Financing Update

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ASX/Media Announcement (ASX: DGI)

17 February 2010

Despatch of offer under the Share Purchase Plan to shareholders

Digislide Holdings Limited advises that the attached Share Purchase Plan documents will be mailed out to shareholders today.

About Digislide

Digislide is an Australian based company that has developed, and continues to develop globally relevant innovative miniaturised projection technologies with broad applications.

The tactical focus is on targeting products/applications that can be embedded into a range of mobile and/or hand held communication devices, such as mobile phones, PDA’s and notebook computers. The technologies have wide patent protection and have already received international acclaim; winning several awards in important international technology arenas.

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Further information contact:

Hean Siew Company Secretary m: 0432 654 331 www.digislide.com.au

Digislide Holdings Limited ABN 75 105 012 066

PO Box 20 100-102 Cavan Road Phone 61 8 8262 3115 North Adelaide SA 5006 Dry Creek SA 5094 Fax 61 8 8262 8490 AUSTRALIA AUSTRALIA www.digislide.com.au

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17 February 2010

Dear Shareholder

Share Purchase Plan Offer

Digislide Holdings Limited (Digislide) is pleased to offer you the opportunity to subscribe for new shares under its Share Purchase Plan (SPP) as announced to ASX on 11 February 2010 (Offer).

On 22 January 2010, shareholders approved the placement of up to 14 million shares in the capital of the Company at an issue price of not less than 80% of the average market price for the shares (such average price being calculated over the last 5 days on which sales in shares were recorded on ASX before the day on which the issue is to be made). Following consultation with shareholders post that General Meeting, the Board of Digislide has decided to give shareholders the opportunity to “top up” their shareholding in the Company at the present indicative price that has been offered to sophisticated investors under the current share placement program.

The Offer

The Offer provides Eligible Participants, being shareholders who, at 5:00pm (Sydney time) on 15 February 2010 (Record Date), are holders of fully paid ordinary shares in Digislide and whose registered address is in Australia or New Zealand, with an opportunity to apply for up to A$5,000 worth of fully paid new ordinary shares at A$0.26 per share in the capital of the Company.

The maximum number of shares to be issued under the SPP is up to 10,000,000 shares, raising a maximum of A$2.6 million. If subscriptions under this SPP are in excess of this number, Digislide intends to scale back the number of shares to each applicant. Any excess application monies will be refunded without interest.

Participation in the SPP is entirely at your option. If you decide to accept the Offer, you do not pay brokerage or other transaction costs. The full terms and conditions of the SPP are set out in the attached document titled “Digislide SPP Terms and Conditions” and in the enclosed “Share Purchase Plan Application Form”. You will be agreeing to be bound by those terms and conditions if you accept the Offer.

Purpose of the SPP

The Plan will allow investors to increase their shareholdings in the Company and provide the capital necessary to:

  • provide immediate investment into inventory required to support sales growth in both the US and other markets;

  • finalise investment into tooling; and

  • increase investment into marketing and market development in USA and China.

Digislide Holdings Limited ABN 75 105 012 066

PO Box 20 100-102 Cavan Road North Adelaide SA 5006 Dry Creek SA 5094 AUSTRALIA AUSTRALIA

Phone 61 8 8262 3115 Fax 61 8 8262 8490 www.digislide.com.au

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Details of the Offer

  • Participation is entirely at your option.

  • If you elect to participate in the SPP and accept the Offer, no brokerage or participation costs is payable.

  • The subscription price per share is A$0.26. This price is 11.6% lower than average market price of A$0.294, being the average market price for the shares over the last 5 days on which sales in shares were recorded on ASX before the day on which this SPP was announced.

  • The minimum subscription of A$2,000 and the maximum subscription is A$5,000. The respective subscription alternatives available to you are:

Offer No. of shares Subscription price per
share
Total amount payable
A 19,230 A$0.26 A$4,999.80
B 13,462 A$0.26 A$3,500.12
C 7,693 A$0.26 A$2,000.18
  • The Offer is available to all Eligible Participants.

  • The Offer is non-renounceable; if you do not accept the Offer, you cannot sell or otherwise disposed of your rights under the SPP.

You should consider all the information about the SPP in the various documents accompanying this letter before deciding whether to accept the Offer.

You should be aware that the price at which Digislide shares are trading on ASX may rise or fall during the period of the Offer. This means that the subscription price offered under this SPP may exceed the market price of Digislide’s shares at the date of allotment of shares under this Offer.

Digislide is not providing investment advice or making any recommendation in relation to the SPP. The Offer does not take into account your individual investment objectives, financial situation or particular needs. Digislide recommends that you obtain independent financial and taxation advice and consider price movements in the Digislide’s shares before making a decision about whether to accept or not accept the Offer.

Indicative timetable - key dates

Indicative timetable - key dates
Record Date 5.00pm (Sydney time)
15 February 2010
SPP documents despatched 17 February 2010
Offer opens 22 February 2010
Offer closes 5.00pm (Sydney time)
12 March 2010
Shares allotted 17 March 2010
Despatch of holding statements 19 March 2010

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These dates are indicative only and, subject to compliance with ASX Listing Rules, the dates and times of the SPP may change without prior notice. Digislide encourages you to submit you Application Forms as early as possible if you decide to accept the Offer. Digislide will announce any changes to the timetable to ASX. Digislide also reserves the right to terminate the SPP at any time and refund excess of all application monies, without interest, as applicable.

When to apply

To participate in the Offer, you must complete and return the Share Purchase Plan Application Form together with your cheque, bank draft or money order in Australian dollars no later than 5.00 pm (Sydney time) on 12 March 2010.

Cheques or bank drafts are to be made payable to Digislide Holdings Ltd Shareholder Deposits Account and crossed “ not negotiable ”. No late applications will be accepted.

Alternatively, you can pay by BPAY® (for Australian shareholders only), in which case you do not need to return the Application Form.

If you have any questions about the SPP, please contact Digislide's share registry, Registries Limited on 1300 737 760.

The Board of Directors thank you and all shareholders for their continued support and interest in Digislide’s activities.

Yours sincerely

Digislide Holdings Limited

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Ian Mutton Chairman

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Digislide Holdings Limited ABN 75 105 012 066

Share Purchase Plan

Terms and Conditions

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TABLE OF CONTENTS

Page
1 Digislide Holdings Limited Share Purchase Plan 3
2 Timetable 3
3 Eligible Participants 3
4 Participation by single holders 3
5 Joint holders 3
6 Participation on behalf of beneficial owners 3
7 Optional participation in the SPP 4
8 The offering 5
9 Accepting the Offer 5
10 Certification by Eligible Participants 6
11 Notification of allotment 6
12 Trading in SPP shares 7
13 Foreign securities restrictions 7
14 ASIC Class Order compliance 7
15 Withdrawal, suspension, termination, anomalies and disputes 7
16 Governing law 8
17 Contact us 8

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1 Digislide Holdings Limited Share Purchase Plan

Digislide Holdings Limited (Digislide or the Company) has implemented a Share Purchase Plan to provide Eligible Participants with the opportunity to purchase additional new shares, at a price of A$0.26 per share, without incurring brokerage and other transaction costs (the Offer).

The Offer made under the Share Purchase Plan is subject to the terms and conditions which are, together with other details, set out herein.

2 Timetable

Record Date 5.00pm (Sydney time) 15 February 2010 Opening Date 22 February 2010 Closing Date 5.00pm (Sydney time) 12 March 2010 Allotment Date 17 March 2010 Despatch of holding statements 19 March 2010

Digislide reserves the right to: change the Closing Date; change the Proposed Allotment Date; and terminate the SPP at any time prior to the allotment of shares pursuant to the SPP. Any changes to the timetable will be announced to ASX. If the SPP is terminated, Digislide will refund application monies, without interest.

3 Eligible Participants

Eligible participants under the SPP are those shareholders who are registered holders of shares in Digislide at 5.00pm (Sydney time) on 15 February 2010 (Record Date) and having a registered address in either Australia or New Zealand (Eligible Participants).

Digislide has determined that only residents of Australia and New Zealand may participate in the SPP. The Offer is made only to persons in places which Digislide believes, it is lawful and practical for the Company to offer and issue shares under the SPP. If you hold shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that acceptance of the Offer complies with all applicable laws.

4 Participation by single holders

If you are an Eligible Participant and hold more than one shareholding under separate share accounts, you will receive more than one Offer under the SPP. In this instance, you may not apply for more than 19,230 shares under the SPP. By accepting the Offer, you certify that you have not exceeded this limit. Digislide reserves the right to reject any application for shares where it believes there has not been compliance with this requirement.

5 Joint holders

For the purposes of the SPP, if two or more persons are recorded in the register of members as jointly holding shares, they will be taken to be a single registered holder and are only entitled to participate in the SPP in respect of that single holding.

6 Participation on behalf of beneficial owners

A custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order CO 09/425 (Custodian) who hold Digislide shares on behalf of one or more persons (each a Participating Beneficiary) may apply for up to a maximum of A$5,000 worth of shares for each

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Participating Beneficiary. The Custodian must provide a notice in writing to Digislide (the Custodian Certificate) certifying:

  • (a) that the Custodian hold shares on behalf of Participating Beneficiaries who have instructed it to apply for Digislide shares on their behalf under the SPP;

  • (b) the number of Participating Beneficiaries;

  • (c) the name and address of each Participating Beneficiary;

  • (d) the number of Digislide shares that you hold on behalf of each Participating Beneficiary;

  • (e) the number or dollar amount of Shares which each Participating Beneficiary has instructed you to apply for on their behalf;

  • (f) that there are no Participating Beneficiaries in respect of which the total of the application price exceeds A$5,000 worth of shares, calculated by reference to shares applied for by the Custodian on their behalf under the SPP, as a result of an instruction given by them to the Custodian to apply for shares on their behalf; and

  • (g) any such additional or varied information as might be required under any more specific ASIC relief that might be granted to Digislide in relation to the SPP.

For the purposes of ASIC Class Order CO 09/425, a “custodian” is a registered holder that:

  • (a) holds an Australian financial services licence that:

  • (i) covers the provision of a “custodial or depository service” (as defined in section 766E of the Corporations Act); or

  • (ii) includes a condition requiring the holder to comply with ASIC Class Order CO 02/294; or

  • (b) is exempt under:

  • (i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001; or

  • (ii) under ASIC Class Order CO 05/1270 to the extent that it relates to ASIC Class Order CO 03/184,

from the requirement to hold an Australian financial services licence for the provision of a custodial or depository service.

If you hold Shares as a trustee, custodian or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Custodians who wish to apply on behalf of more than one Participating Beneficiary should contact Registries Limited to obtain appropriate documentation.

7 Optional participation in the SPP

Eligible Participants may choose to participate or not participate in the SPP. Digislide does not make any recommendations as to whether Eligible Participants should or should not accept the Offer nor offer any financial product advice.

Eligible Participants should consider the Digislide’s latest financial statements and recent announcements to ASX (ASX code: DGI) before deciding whether or not to accept the Offer. Digislide strongly recommends that Eligible Participants consult their independent financial and taxation advisers if they have any doubts or are uncertain as to what they should do.

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8 The offering

Shares issued under the SPP are fully paid ordinary shares in Digislide. They will rank equally in all respects with the existing fully paid ordinary shares and carry the same voting rights, dividend rights and other entitlements.

The issue price for each share under the SPP is A$0.26. This price is 11.6% lower than average market price of A$0.294, being the average market price for the shares over the last 5 days on which sales in shares were recorded on ASX before the day on which this SPP was announced.

Eligible Participants should note that the share price may rise or fall between the date of this offer and the date when shares are allotted and issued to the subscribing Eligible Participants under the SPP. This means that the price payable per share pursuant to this Offer may be either higher or lower than the share price at the time of the Offer or at the time the shares are issued and allotted to the subscribing Eligible Participants under the SPP.

Eligible Participants may apply under one of the alternatives below:

Offer No. of shares Subscription price per
share
Total amount payable
A 19,230 A$0.26 A$4,999.80
B 13,462 A$0.26 A$3,500.12
C 7,693 A$0.26 A$2,000.18

The Offer under the SPP needs to comply with the limit in ASIC Class Order CO 09/425 as well as ASX Listing Rule 7.2 Exception 15. Under this ASIC class order, Eligible Participants may only acquire a maximum of A$15,000 worth of shares under a share purchase plan in any 12-month period. ASX Listing Rule 7.2 Exception 15, however, limits this amount to A$5,000 if Digislide wishes for this share offer to fall within an exception to the 15% placement limit rule as set out in ASX Listing Rule 7.1. As the Company has not applied to ASX for a waiver of Listing Rule 7.2 Exception 15, this means that Eligible Participants must not acquire more than A$5,000 worth of shares, in aggregate, under this SPP. These limitations apply even if you receive more than one Offer (ie more than one Application Form) (refer details above).

The maximum number of shares to be issued under the SPP is up to 10,000,000 shares, raising a maximum of A$2.6 million. If subscriptions under the SPP exceed 10,000,000 shares, Digislide will scale back applications received under the SPP. Any excess application monies will be refunded without interest.

The Offer is non-renounceable and is made personal to each Eligible Participant. Accordingly, the Offer under the SPP cannot be transferred to any other person or third party.

The SPP is not underwritten.

9 Accepting the Offer

Eligible Participant may accept the Offer by:

  • completing the enclosed Application Form and returning it together with your cheque, bank draft or money order drawn on an Australian bank and in Australian dollars to be returned to Registries Limited in accordance with the instructions on the Application Form.

Cheques or bank drafts are to be made payable to Digislide Holdings Ltd Shareholder Deposits Account and crossed “ not negotiable ”; or

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  • making a BPAY® payment using the customer reference number shown on the Application Form. In this case, Application Form need not be returned to Registries Limited.

Please do not forward cash. Receipts for payment will not be issued. Applications must be received by 5.00pm (Sydney time) on 12 March 2010. Late applications will not be accepted.

Once received by Digislide, applications and payments under the SPP may not be withdrawn. No interest accrues on application monies and Digislide will not, under any circumstances, pay interest on application monies.

By accepting the Offer to acquire shares under the SPP, each subscribing Eligible Participant agrees to be bound by these SPP Terms and Conditions and by Digislide's constitution.

The accompanying Application Form to subscribe for shares under the SPP provides further details on how to accept the Offer. Please read the Application Form carefully.

10 Certification by Eligible Participants

Each subscribing Eligible Participant completing and returning the Application Form or using the BPAY® payment facility:

  • (a) will be deemed to have represented on behalf of each person on whose account he/she is acting that:

  • (i) he/she is an Eligible Participant;

  • (ii) he/she acknowledges that the shares have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand. He/she further acknowledges that the shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and

  • (iii) he/she has not and will not send any materials relating to the SPP to any person in the United States or that is, or is acting for the account or benefit of, a US Person.

  • (a) certify that the aggregate of the application price paid by he/she for:

  • (i) the shares the subject of such Application Form; and

  • (ii) any other shares applied for by the subscribing Eligible Participant, or which the subscribing Eligible Participant has instructed a Custodian to acquire on his/her behalf, under the SPP or any similar offer by the Company,

does not exceed A$5,000, unless he/she is applying as a custodian on behalf of one or more Participating Beneficiaries.

The A$5,000 limit applies irrespective of the number of shares the subscribing Eligible Participant holds on the Record Date. Digislide reserves the right, and in certain circumstances may be required by ASIC Class Order CO 09/425 or other conditions, to reject any application for shares under the SPP to the extent it considers, or is reasonably satisfied, that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

11 Notification of allotment

Registries Limited will send to each successful subscribing Eligible Participant a holding statement or confirmation of allotment on or around 19 March 2010 (if the Allotment Date has not otherwise been changed).

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12 Trading in SPP shares

Shares issued under the SPP may be traded on ASX at any time after quotation, which is expected to commence on or around 17 March 2010.

13 Foreign securities restrictions

The SPP is only offered to shareholders with a registered address in Australia or New Zealand. This document (and the accompanying Application Form) does not constitute an offer to issue any securities in Digislide in any jurisdiction in which such an offer would be illegal.

To the extent that a shareholder holds shares on behalf of another person resident outside Australia or New Zealand, it is that shareholder's responsibility to ensure that any acceptance complies with all applicable foreign laws.

Neither this document nor the Application Form constitutes an offer of securities in the United States or to, or for the account or benefit of any US person.

The shares to be issued under the SPP have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state or other jurisdiction of the United States.

In order to comply with relevant securities laws, the shares to be issued under this SPP may not be offered to shareholders located in the “United States” or to shareholders who are, or who are acting for the account or benefit of, “US persons”. As used herein, the terms “United States” and “US persons” are as defined in Regulation S under the Securities Act.

Recipients of the SPP offer must not send copies of the SPP Terms and Conditions or any other material relating to the SPP to any person resident in the United States or any person who is, or is acting for the account or benefit of, “US persons”.

Consistent with the warranties contained in these SPP Terms and Conditions and the accompanying Application Form, subscribing Eligible Participants may not submit any completed Application Forms for any person resident in the United States or who is, or is acting for the account or benefit of, “US persons”. Failure to comply with these restrictions may result in violations of applicable securities laws.

14 ASIC Class Order compliance

This Offer under the SPP is made in accordance with ASIC Class Order CO 09/425 which grants relief from the requirement to prepare a prospectus for the offer of the shares under the SPP.

15 Withdrawal, suspension, termination, anomalies and disputes

Digislide reserves the right to waive strict compliance with any provision of these terms and conditions, to amend or vary these terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all Eligible Participants even where Digislide does not notify you of that event. Digislide may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any subscribing Eligible Participant or application. Any determinations by Digislide will be conclusive and binding on all Eligible Participants and other persons to whom the determination relates.

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16 Governing law

This offer is governed by the law in force in South Australia. By accepting this offer, the subscribing Eligible Participant submits to the non-exclusive jurisdiction of the courts of South Australia.

17 Contact us

Please contact Registries Limited on 1300 737 760 between the hours of 8:30am and 5:30pm (Sydney time), Monday to Friday if you have any queries relating to the SPP.

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