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NOUMI LIMITED Capital/Financing Update 2009

Nov 2, 2009

65435_rns_2009-11-02_c7997c5e-8207-41b0-b98b-86edc4727785.pdf

Capital/Financing Update

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2 November 2009

ASX Limited Company Announcements Office Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000

MARKET ANNOUNCEMENT (ASX:FNP)

Notice under section 708AA(2)(f) of the Corporations Act – pro rata rights issue

Freedom Nutritional Products Limited ( FNP ) gives notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (the Act ) that:

  • (a) it intends to make a pro rata, non-renounceable offer of shares for issue to all FNP shareholders with a registered address in Australia and New Zealand ( Entitlement Offer );

  • (b) FNP will offer the shares for issue without disclosure to investors under Part 6D.2 of the Act;

  • (c) as at the date of this notice, FNP has complied with:

    • (i) the provisions of Chapter 2M of the Corporations Act as they apply to FNP; and

    • (ii) section 674 of the Act;

  • (d) as at the date of this notice, there is no information that is “excluded information” within the meaning of sections 708A(7) and 708A(8) of the Corporations Act; and

  • (e) The potential effect of the Entitlement Offer on the control of FNP and the consequences of that effect are dependent on a number of factors, including whether or not the major shareholders take up their entitlements and demand from other shareholders.

Arrovest Pty Limited ( Arrovest ) and Telunapa Pty Ltd (together, Major Shareholders ) hold 66.16% and 16.47% of the Shares respectively. Therefore, the potential effect of the issue of New Shares on the control of FNP is illustrated below:

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If the offer is fully subscribed byshareholders. No effect on control.
If 50% of the rights offered aresubscribed for by the shareholdersother than the Major Shareholdersand the major shareholders subscribefor their full entitlement and for theshortfall in accordance with theUnderwriting Agreement. The Major Shareholders’ shareholdingwould increase from 82.63% to 84.8%.
If the rights offer is subscribed by noshareholders other than the MajorShareholders. The Major Shareholders’ shareholdingwould increase from 82.63% to 87.1%.
If the rights offer is subscribed by noshareholders other than Arrovest. Arrovest’s shareholding would increasefrom 66.16% to 73.47%.

Yours faithfully

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Mark Gilio Company Secretary

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