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ORCODA LIMITED — Capital/Financing Update 2010
Jan 17, 2010
65482_rns_2010-01-17_72006ac5-5d45-47f2-9eb8-ac629593cd00.pdf
Capital/Financing Update
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A.C.N. 009 065 650
18 January 2010
Company Announcements Office The Australian Securities Exchange
Total: 1 Page
ASX ANNOUNCEMENT
FOR IMMEDIATE RELEASE
Non-renounceable rights issue
SmartTrans Holdings Limited ( SmartTrans ) has today dispatched the following documents to SmartTrans' shareholders in regard to the non-renounceable rights issue to existing shareholders on the basis of 1 new share for every 2 shares held as at the record date, being 13 January 2010, to raise up to $1,636,112 ( Rights Issue ):
1. Shareholders with a registered address in Australia or New Zealand
A copy of the Offer Document and a personalised Entitlement and Acceptance Form has been mailed to all SmartTrans shareholders with a registered address in Australia and New Zealand. A copy of the Offer Document was lodged with the Australian Securities Exchange ( ASX ) on 30 December 2009.
2. Shareholders with a registered address outside Australia or New Zealand
A copy of the enclosed letter to Ineligible Foreign Shareholders has been mailed to all SmartTrans shareholders with a registered address outside Australia and New Zealand.
The closing date for the Rights Issue is 10 February 2010.
_______ For further information contact:
James Laurie Director SmartTrans Limited Telephone: +61 8 9228 1199
Beijing Melbourne Sydney P erth 6th Floor, West Tower, Level 7 G.05 Suite 3, Level 1 Prosper Center 11 Queens Road 55 Miller St 614 Newcastle Street 5 Guanghua Road MELBOURNE PYRMONT LEEDERVILLE BEIJING CBD, 100022 VIC 3004 NSW 2009 WA 6007 Ph: +86 (010) 5920 4312 Ph: (03) 9866 7333 Ph: (02) 9660 4564 Ph: (08) 9228 1199
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ACN 009 065 650
Level 1, 614 Newcastle Street PO Box 334 LEEDERVILLE WA 6007 LEEDERVILLE WA 6903 Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 email:[email protected] Home Page: www.smarttrans.com.au
18 January 2010
Dear Shareholder
Non-renounceable rights issue
As advised by our letter dated 30 December 2009, SmartTrans Holdings Limited ( SmartTrans ) is currently undertaking a non-renounceable entitlements issue to existing shareholders on the basis of 1 new share for every 2 shares held as at the record date, being 13 January 2010, to raise up to $1,636,112 ( Rights Issue ).
Details of the Rights Issue are set out in an Offer Document released on the Australian Securities Exchange ( ASX ) website on 30 December 2009 and in our letter to you dated 30 December 2009. The Rights Issue will close on 10 February 2010.
As previously advised, the Rights Issue is open to existing shareholders with a registered address in Australia and New Zealand only. SmartTrans has determined that it is unreasonable to permit shareholders outside of Australia and New Zealand ( Ineligible Foreign Shareholders ) to participate in the Rights Issue, having regard to:
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the small number of Ineligible Foreign Shareholders;
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the number and value of the new shares which would be offered to Ineligible Foreign Shareholders; and
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the cost of complying with the legal requirements and requirements of the regulatory authorities, in the respective overseas jurisdictions.
According to SmartTrans' share registry records, you are a SmartTrans shareholder with an address outside of Australia or New Zealand and therefore SmartTrans confirms that you will not be able to subscribe to take up your entitlement under the Rights Issue or participate in the shortfall offer.
Should it be necessary under the Corporations Act 2001 (Cth) ( Corporations Act ), SmartTrans presently intends, in accordance with section 615 of the Corporations Act, and subject to the approval of the Australian Securities and Investments Commission ( ASIC ), to appoint an Australian Financial Services Licence holder to act as nominee ( Nominee ). In the event a
Nominee is appointed, the Nominee will subscribe for, and SmartTrans will issue to the Nominee, the new shares that would have been issued to you if you were able to participate in, and had subscribed for your full entitlement under, the Rights Issue.
The Nominee will arrange for all new shares issued to the Nominee in respect of Ineligible Foreign Shareholders to be sold and, if and when the shares are sold, the Nominee will distribute to each Ineligible Foreign Shareholder their proportion of the net proceeds of the sale, less any costs.
The Nominee will have the absolute and sole discretion to determine the price at which the new shares may be sold, the timing of any such sale and the manner of sale. Neither SmartTrans nor the Nominee will be subject to any liability for failure to sell the new shares or to sell them at a particular price.
Please note that it is possible that no net proceeds will be available for distribution to Ineligible Foreign Shareholders after costs, including but not limited to the cost of the acquisition of the new shares (being $0.005 per new share), brokerage, fees and any applicable goods and services tax that may be paid.
You will be contacted in due course in regard to the outcome of the sale of the new shares. However, should you have any queries in regard to this matter, please contact SmartTrans' Director, Mr James Laurie on +61 8 9228 1199.
Yours faithfully,
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James P Laurie Executive Director