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PPK GROUP LIMITED — Capital/Financing Update 2009
Jul 12, 2009
65603_rns_2009-07-12_b2dc30ea-7aef-4980-9f12-0009378d84a0.pdf
Capital/Financing Update
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13 July 2009
The Manager Company Announcements Office ASX Limited 20 Bond Street SYDNEY NSW 2000
Dear Sir / Madam
Frigrite Limited - Refinancing, Renounceable Rights Issue and issue of Convertible Notes (with attaching Options)
Following its announcement on 26 May 2009 withdrawing the Rights Issue and Convertible Note placement that was launched on 13 May 2009, Frigrite Limited (Frigrite) has had the opportunity to assess a number of developments regarding its business and is pleased to announce a renounceable rights issue to all eligible shareholders and the issue of convertible notes and options to professional and sophisticated investors.
As previously announced, Frigrite has entered into a new debt facility with its principal lender, Australia and New Zealand Banking Group Limited (ANZ) comprising $12.5 million of facilities. The money raised by the rights issue and issue of convertible notes and options (after costs associated with each issue) will be used to reduce debt to ANZ to the approved $12.5 million level and fund Frigrite's working capital requirements.
Frigrite lodged a Cleansing Notice and Offer Document with ASX on 13 July 2009 for a 3 for 5 renounceable rights issue (Rights Issue) of fully paid ordinary shares in Frigrite at $0.12 per share to all shareholders with registered addresses in Australia and New Zealand (Eligible Shareholders) as at 7.00 pm (Melbourne time) on 23 July 2009 (Record Date). This offer is being made to investors in accordance with section 708AA of the Corporations Act 2001 (Cth). "Eligible Shareholders" are the persons or corporations with a registered address in Australia or New Zealand who are shown in Frigrite's Share Register to hold shares as at the Record Date.
The Rights Issue is seeking to raise approximately $3.7 million (before costs associated with the issue) of which $2 million is underwritten by PPK Investment Holdings Pty Limited (PPK), a subsidiary of PPK Group Limited, a 14% shareholder of Frigrite. Aequs Securities Pty Ltd has been appointed as lead distributor and arranger.
In conjunction with the Rights Issue, Frigrite will issue convertible notes (Convertible Notes) with five attaching options (Options) to PPK and selected professional and sophisticated investors. The issue of the Convertible Notes and Options is subject to shareholder approval and a notice of meeting will be sent to shareholders shortly. The issue of Convertible Notes and Options is intended to raise $8 million. Each Convertible Note (with attaching Options) will be issued at an issue price of $1.00. The exercise price of each Option will be $0.20.
Frigrite's operating performance during the year has been stable. Frigrite's earnings before interest, tax, depreciation and amortisation, before non-recurring items for the full year ended 30

June 2009 is expected to be $4 - $4.4 million. This is in line with prior guidance. Frigrite's monthly EBITDA (before non-recurring items) for the last six months has been positive and the Frigrite Directors believe Frigrite will continue to improve EBITDA in the financial year ending on 30 June 2010.
As announced on 2 July 2009, Frigrite has had the opportunity to assess the impact of the cooperative agreement between Coles and City Refrigeration Holdings (UK) Ltd (City Refrigeration) on its business. Frigrite expects to incur, in the year ended 30 June 2009, nonrecurring, unaudited redundancy costs associated with the Coles arrangement in the range $0.7 -$0.9 million. This amount does not include other non-recurring costs not associated with the Coles arrangement, which have not yet been finalised by Frigrite. Although the Coles arrangement will result in a loss of revenue to Frigrite, Frigrite has undertaken other developments to improve its position.
These developments, when combined with the Offer, are expected to result in the strengthening of Frigrite's balance sheet and provide Frigrite with enhanced financial flexibility to grow its business.
The Offer Document will be available for inspection today on the ASX website at www.asx.com.au. All Eligible Shareholders will be mailed a copy of the Offer Document together with the Entitlement and Acceptance Form no later than 28 July. The closing date for acceptance and payment is 5.00 pm (Melbourne time) on 19 August 2009.
The proposed timetable for the Rights Issue and issue of Convertible Notes and Options is as follows:
| Event | Date |
|---|---|
| Lodgement of Appendix 3B, Notice and Offer Document with ASX | 13 July 2009 |
| Notice of Meeting sent to shareholders | 16 July 2009 |
| Existing shares quoted ex-rights | 17 July 2009 |
| Rights Issue trading starts | 17 July 2009 |
| Record date | 23 July 2009 |
| Offer Document and Entitlement and Acceptance Forms mailing date | 28 July 2009 |
| Rights Issue trading closes | 12 August 2009 |
| Shareholder meeting to approve the issue of the Convertible Notes and Options | 17 August 2009 |
| Closing date for acceptance and payment | 19 August 2009 |
| Allotment of new shares | 26 August 2009 |
| Issue of Convertible Notes and Options | 26 August 2009 |
| Holding statements for New Shares despatched | 28 August 2009 |
| New shares begin trading on ASX | 31 August 2009 |
Full details of the Rights Issue and the issue of Convertible Notes and Options are outlined in the Offer Document to be mailed to all Eligible Shareholders as at the Record Date. Eligible Shareholders should complete the Entitlement and Acceptance Form accompanying the Offer Document and return it to the Share Registry on or before 5.00 pm (Melbourne time) on 19 August 2009. Eligible Shareholders should read the Offer Document carefully before deciding to invest in the Rights Issue and the Convertible Notes (with attaching Options).

The Directors recommend the Rights Issue to you. Mr Hugh Greig, Mr Ian Veal and Mr Linsey Siede intend on taking up their full entitlement.
If you have any queries, please contact Frigrite on (03) 9586 3274.
Yours sincerely,
David Hoff
David Hoff Chairman Frigrite Limited