ORCODA LIMITED — Capital/Financing Update 2015

Aug 18, 2015

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19
August
2015

**ASX

ANNOUNCEMENT**

SMALL SHAREHOLDING SALE FACILITY

SmartTrans
Holdings
Limited
( ASX:
SMA )
( Company )
announces
it
has
established
a facility
for
the
sale
of
ordinary
shares
for
holders
of
less
than
a
marketable
parcel
of
the Company’s
shares
( Small
Shareholding ),
in
accordance
with
article
3
of
the
Company’s constitution
and
the
ASX
listing
rules
( Sale
Facility ).

The
ASX
listing
rules
define
a
marketable
parcel
as
a
parcel
of
securities
with
a
market value
of
not
less
than
$500.
Based
on
the
Company’s
closing
share
price
of
$0.031
on
17 August
2015
( Record
Date ),
a
Small
Shareholding
is
therefore
16,129
shares
or
fewer. Small
Shareholdings
represent
9,083,688
ordinary
shares
held
by
1,588
shareholders.

The
Sale
Facility
will
be
available
to
SmartTrans
shareholders
holding
a
Small
Shareholding on
the
Record
Date.

To
assist
in
the
process,
the
Company
has
appointed
Triple
C
Consulting
Pty
Ltd
to
act
as sale
broker
and
to
underwrite
the
Sale
Facility.
All
shares
sold
under
the
Sale
Facility
will be
sold
at
a
fixed
price
of
$0.031
per
share,
being
a
premium
of
3.3%
to
the
closing
market price
for
the
Company’s
shares
on
18
August
2015.

A
letter
and
form
will
be
distributed
to
eligible
shareholders
on
21
August
2015,
a
copy
of which
is
attached
to
this
announcement.

Key
dates
relevant
to
the
Facility
are
as
follows: Record
Date Monday
17
August
2015 Shareholder
Mailing
Date Friday
21
August
2015 Closing
Date Friday
02
October
2015 Expected
Payment
Date Friday
16
October
2015

For
and
on
behalf
of
SmartTrans
Holdings
Limited

Further information please contact: Bryan
Carr Managing
Director AUST:
+61
412
111
968 CHINA:
+86
138
1188
8401

Media
inquiries
to:
Ben
Jarvis,
Six
Degrees
Investor
Relations:
+61
413
150
448

Beijing Melbourne Sydney 101, Building 22, Level 1 Suite 37 Courtyard 4 Gongti Bei Lu 10 Queens Road 401 Pacific Highway Chaoyang District MELBOURNE ARTAMON BEIJING CBD, 100027 VIC 3004 NSW 2064 Ph: +86 (10) 6500 0910 Ph: (03) 9866 7333 Ph: (02) 9439 9741

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21
August
2015

Dear
Shareholder,

Sale of your Small Shareholding in SmartTrans Holding Limited

I
am
writing
to
advise
you
that
SmartTrans
Holdings
Limited
( SmartTrans or Company )
has established
a
share
sale
facility
( Facility )
for
holders
of
parcels
of
SmartTrans
shares
with
a market
value
of
less
than
$500
as
at
7.00pm
(AEST)
on
Monday
17
August
2015
( Small Shareholdings ).
The
Directors
have
resolved
that
based
on
the
Company’s
closing
share price
of
$0.031
on
17
August
2015,
holdings
of
16,129
shares
or
fewer
shall
be
subject
to this
Facility.

The
Facility
is
being
established
in
accordance
with
the
ASX
Listing
Rules
and the
Company’s
constitution.

An
ASX
announcement
notifying
the
market
of
this
transaction
was
made
on
19
August 2015.

The
Company
is
offering
the
Facility
to
assist
holders
of
Small
Shareholdings
to
sell
their shares.
Holders
of
Small
Shareholdings
who
take
advantage
of
the
Facility
will
have
their shares
sold
without
having
to
pay
brokerage
fees
or
act
through
a
broker.
Whilst
tax consequences
from
the
sale
of
your
shares
are
your
responsibility,
the
Company
will organise
payment
of
the
other
costs
associated
with
the
sale
and
transfer
of
your
shares.

To
assist
in
the
process,
the
Company
has
appointed
Triple
C
Consulting
Pty
Ltd
to
act
as sale
broker
and
to
underwrite
the
Facility.
All
shares
sold
under
the
Facility
will
be
sold
at
a fixed
price
of
$0.031
per
share,
being
a
premium
of
3.3%
to
the
closing
market
price
for
the Company’s
shares
on
18
August
2015.

By
facilitating
the
sale
of
Small
Shareholdings
the
Company
expects
to
reduce
the administrative
costs
associated
with
maintaining
a
large
number
of
small
shareholdings.

The
Company
records
show
that
you
held
16,129
or
fewer
shares
(being
a
Small Shareholding)
as
at
7.00pm
(AEST)
on
17
August
2015
( Record
Date ).

Unless
you
advise
the
Company
that
you
do
NOT
wish
to
sell
your
shares
through
the
Facility within
six
(6)
weeks
from
the
date
of
this
letter,
SmartTrans
will
sell
your
shares
through the
Facility.
Payment
from
the
sale
of
these
shares
will
be
sent
to
you
following
the
Facility settlement
or
as
soon
as
is
practicable.

In
the
case
of
a
third
party
announcing
a
takeover
offer
of
the
Company,
please
note
that the
Company
will
not
sell
your
shares.
Consistent
with
its
continuous
disclosure
obligations, the
Company
may
release
to
the
ASX
information
that
may
be
material
to
a
shareholder’s

Beijing Melbourne Sydney 101, Building 22, Level 1 Suite 37 Courtyard 4 Gongti Bei Lu 10 Queens Road 401 Pacific Highway Chaoyang District MELBOURNE ARTAMON BEIJING CBD, 100027 VIC 3004 NSW 2064 Ph: +86 (10) 6500 0910 Ph: (03) 9866 7333 Ph: (02) 9439 9741

decision
as
to
whether
they
wish
to
retain
their
shares.
This
information
will,
if
released,
be available
on
both
the
ASX
and
Company
websites.

**What

do
I
need
to
do?**

If
you wish
to
sell your
SmartTrans
shares
without
incurring
brokerage
or
handling
costs, you
do
not
need
to
take
any
action.

By
refraining
from
taking
any
action,
after
the expiration
of
the
time
prescribed
in
the
ASX
Listing
Rules,
you
will
be
deemed
to
have appointed
the
Company
as
your
agent
to
sell
all
of
your
shares
at
a
fixed
price
of
$0.031
per share.
The
Company
will
bear
the
costs
of
the
sale
and
the
proceeds
of
the
sale
will
be
dealt with
as
set
out
in
the
attached
information
pack.

If
you wish
to
retain your
shares,
you
must
do
one
of
the
following:

1. Complete
   the
   enclosed
   “Share
   Retention
   Form”
   and
   return
   it
   so
   that
   it
   is
   received by
   SmartTrans’
   share
   registry,
   Computershare
   by
   5.00pm
   (AEST)
   on
   Friday
   02 October
   2015;
   or

2. If
   you
   hold
   shares
   in
   multiple
   holdings,
   arrange
   to
   have
   these
   holdings
   merged
   into one
   holding
   of
   16,130
   or
   more
   shares
   so
   that
   this
   is
   reflected
   on
   the
   Company’s share
   register
   at
   5.00pm
   (AEST)
   on
   Friday
   02
   October

4. Make
   your
   own
   arrangements
   outside
   this
   Facility
   to
   purchase
   additional
   shares
   so that
   you
   are
   the
   registered
   holder
   of
   16,130
   or
   more
   shares
   at
   5.00pm
   (AEST)
   on Friday
   02
   October

SmartTrans
makes
no
recommendation
as
to
whether
you
should
participate
in
this
Facility and
this
letter
does
not
constitute
advice
and
is
not
a
recommendation
to
buy,
sell
or
hold shares.

If
you
are
in
doubt
or
require
further
information
regarding
possible
taxation implications
from
participation
in
the
Facility,
you
should
consult
your
legal,
financial
or taxation
advisor.

The
attached
information
pack
sets
out
further
details
of
the
Facility,
which
I
recommend you
read
prior
to
making
your
decision.

If
you
have
any
questions,
please
contact
the
Company’s
share
registry,
Computershare Investor
Services
Pty
Limited
on
1300
850
505
(within
Australia)
or
+61
3
9415
4000
(Outside Australia).

Yours
sincerely,

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Bryan
Carr Managing
Director

Beijing Melbourne Sydney 101, Building 22, Level 1 Suite 37 Courtyard 4 Gongti Bei Lu 10 Queens Road 401 Pacific Highway Chaoyang District MELBOURNE ARTAMON BEIJING CBD, 100027 VIC 3004 NSW 2064 Ph: +86 (10) 6500 0910 Ph: (03) 9866 7333 Ph: (02) 9439 9741

**1. What

is
a
Small
Shareholding
and
whom
does
this
program
apply
to?**

The
Facility
is
available
to
SmartTrans
shareholders
who
at
5.00pm
(AEST)
on
17 August
2015
( Record
Date )
were
holders
of
ordinary
shares
in
SmartTrans ( Shares )
valued
at
less
than
$500
( Small
Shareholding ).
Based
on
a
price
of $0.031
per
share,
being
the
closing
price
of
Shares
on
the
Australia
Stock ASX Exchange
( )
on
the
Record
Date,
a
Small
Shareholding
is
any
holding
of
fewer than
16,129
shares.
Our
records
show
that
you
are
the
holder
of
a
Small Shareholding
as
at
the
Record
Date
and
accordingly
your
shareholding
is
eligible for
this
share
sale
facility.

**2. What

is
the
sale
process?**

If
you
do
not
take
any
action
and
on
the
Closing
Date
you
continue
to
hold
a Small
Shareholding,
your
Shares
will
be
sold
on
your
behalf
by
SmartTrans
as soon
as
practicable
after
the
Closing
Date.

SmartTrans
has
appointed
Triple
C Consulting
Pty
Ltd
to
act
as
sale
broker
and
to
underwrite
the
Facility.

**3. What

if
my
Shares
are
held
in
a
CHESS
Holding?**

If
your
Shares
are
held
in
CHESS
holding,
SmartTrans
may,
after
the
Closing
Date, initiate
a
holding
adjustment
to
move
your
Shares
to
the
issuer
sponsored register.

**4. What

is
the
sale
price?**

All
Shares
sold
under
the
Facility
will
be
sold
at
a
fixed
price
of
$0.031
per
Share, being
a
premium
of
3.3%
to
the
closing
market
price
for
SmartTrans
Shares
on
18 August
2015.
The
market
price
of
SmartTrans
Shares
may
rise
or
fall
during
the period
between
the
date
of
this
letter
and
the
closing
date
of
Friday
02
October 2015;
however,
this
will
not
affect
the
price
you
receive
for
your
Shares
under the
Facility
or
whether
the
Shares
will
be
sold.

**5. How

and
when
will
I
receive
the
sales
proceeds?**

The
proceeds
to
which
you
are
entitled
are
expected
to
be
remitted
to
you
by Friday
16
October
2015
using
the
payment
method
recorded
for
your
holding. The
proceeds
of
the
Share
sale
will
be
deposited
into
your
bank
account
if
you have
previously
provided
banking
instructions
to
SmartTrans’
share
registry
or alternately,
will
be
sent
to
you
by
cheque
at
the
address
last
recorded
in
the Company’s
register
of
members.

**6. If

I
buy
more
Shares,
will
I
retain
my
holding?**

Yes,
SmartTrans
will
treat
any
purchase
of
additional
Shares
to
increase
the
value of
your
SMA
shareholding
to
more
than
$500
as
an
indication
that
you
do
not want
your
Shares
to
be
sold
through
the
Facility.
For
a
purchase
to
be
an

effective
notification
that
you
wish
to
retain
your
Shares,
any
additional
Shares must
be
registered
by
5.00pm
(AEST)
on
2
October
2015
under
the
same
name and
address
and
with
the
same
holder
number
(SRN
or
HIN)
as
set
out
in
the accompanying
letter.

**Important

Information**

SmartTrans
reserves
the
right
to
change
any
of
the
dates
referred
to
in
this shareholder
information
document
or
letter
to
the
shareholder
by
notice
to
the ASX.

This
letter
does
not
constitute
advice
or
a
recommendation
to
buy,
sell
or
hold Shares
nor
that
the
Facility
is
the
best
way
to
sell
SmartTrans
Shares.