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PPK GROUP LIMITED — Capital/Financing Update 2009
May 12, 2009
65603_rns_2009-05-12_f6ca5fea-919a-465b-8358-170146983ce9.pdf
Capital/Financing Update
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13 May 2009
The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bond Street SYDNEY NSW 2000
Dear Sir / Madam
Frigrite Limited – Refinancing, Renounceable Rights Issue and issue of Convertible Notes (with attaching Options )
Frigrite Limited ( Frigrite ) is pleased to announce the refinancing of its existing senior debt facilities, a renounceable rights issue to all eligible shareholders and the issue of convertible notes and options to professional and sophisticated investors.
Frigrite has agreed with its principal lender, Australia and New Zealand Banking Group Limited ( ANZ ), the terms of a new debt facility, which will replace Frigrite’s existing senior debt facility. 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 and fund Frigrite’s working capital requirements.
Frigrite lodged a Cleansing Notice and Offer Document with ASX on 13 May 2009 for a 1 for 1 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 25 May 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 $6 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 a minimum of $8 million with the possibility of raising up to a maximum of $10 million. Each Convertible Note (with attaching Options) will be issued at an issue price of $1.00 and can convert into 5 ordinary shares for each Convertible Note (adjusted in some circumstances). The exercise price of each Option will be $0.20.
Frigrite's operating performance during 2008/09 has been stable. Frigrite's earnings before interest, tax, depreciation and amortisation, before non-recurring items for the half year ending 30 June 2009 is expected to be in line with the half year ended 31 December 2008.
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 May 2009. The closing date for acceptance and payment is 5.00 pm (Melbourne time) on 22 June 2009 .
Address: 27 Grange Road, Cheltenham, Victoria
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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 May 2009 |
| Notice of Meeting sent to shareholders | 18 May 2009 |
| Existing shares quoted ex-rights | 19 May 2009 |
| Rights Issue trading starts | 19 May 2009 |
| Record date | 25 May 2009 |
| Offer Document and Entitlement and Acceptance Forms mailing date | 28 May 2009 |
| Rights Issue trading closes | 15 June 2009 |
| Shareholder meeting to approve the issue of the Convertible Notes and Options | 18 June 2009 |
| Closing date for acceptance and payment | 22 June 2009 |
| Allotment of new shares | 29 June 2009 |
| Issue of Convertible Notes and Options | 29 June 2009 |
| Holding statements for New Shares despatched | 1 July 2009 |
| New shares begin trading on ASX | 2 July 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 22 June 2009. Eligible Shareholders should read the Offer Document carefully before deciding to invest in the Rights Issue.
The Directors recommend the Rights Issue to you. Mr Ian Veal and Mr Linsey Siede intend on taking up their full entitlement and Mr Hugh Greig intends on taking up $200,000 of his entitlement.
If you have any queries, please contact Pranav Dalal on (03) 9586 3274.
Yours sincerely,
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David Hoff Chairman Frigrite Limited
Address: 27 Grange Road, Cheltenham, Victoria