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PRAEMIUM LIMITED — Capital/Financing Update 2012
Sep 18, 2012
65606_rns_2012-09-18_675510ae-675e-4a06-a593-cf4c7bfacf65.pdf
Capital/Financing Update
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Rights Issue Letters to Shareholders
19 September 2012, Melbourne : Praemium Limited (ASX: PPS) refers to the non-renounceable rights issue announced on 18 September 2012 ( Rights Issue ).
Attached are letters that are to being dispatched today to both eligible and ineligible shareholders, having regards to the terms of the Rights Issue.
Please note the letter to eligible shareholders has been corrected. Point (h) within the Indicative Timetabe should read “Closing Date for acceptance and payment of 6 cents per new share ”.
About Praemium : Praemium Ltd (ASX: PPS) is one of Australia’s leading suppliers of online financial portfolio administration and Separately Managed Account (SMA) technology, administering in excess of AUD43 billionFUA of assets in Australia and with more than £400 million-UK FOP in funds on the platforms it operates in the UK. Praemium currently provides services to approximately 500 financial institutions and intermediaries, including some of the world’s largest financial institutions.
*As at 30 June 2012
19 September 2012
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Dear Shareholder
Notification of Non Renounceable Rights Issue
This letter is to inform you that Praemium Limited ( Company ) announced on 18 September 2012 a 1 for 8 non renounceable rights issue of fully paid ordinary shares in the Company at an issue price of $0.06 cents per new share ( Rights Issue ).
The Rights Issue will be available to holders of shares in the Company with a registered address in Australia and New Zealand as at 26 September 2012 (Record Date)
The Rights Issue is fully underwritten by Canaccord Genuity (Australia) Limited.
Under the Rights Issue the Company will issue 41 million fully paid ordinary shares in the Company at an issue price of $0.06 per share. The Company will raise $2.4 million (before costs) under the Rights Issue.
The Right Issue will be made pursuant to section 708AA of the Corporations Act and accordingly, a prospectus will not be lodged with the Australian Securities & Investments Commission. However, an Offer Document will be made available to eligible holders. The Offer Document sets out the full details of the Offer and will be despatched to eligible holders in accordance with the below timetable.
Eligible holders should review the Offer Document and seek advice before deciding to participate in the Rights Issue.
Funds raised under the Right Issue will be utilised as follows
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As announced on 18 September 2012, Praemium’s wholly owned subsidiary Praemium Australia Limited ( PAL ) has entered into binding agreements to replace BlackRock Investment Management (Australia) Limited as the responsible entity of the BlackRock’s Customised Portfolio Service (ARSN 114 818 530) This fund is to be rebranded the Praemium CPS. Accordingly, some of the funds raised will be used to meet acquisition and upfront costs associated with this transaction;
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It is a condition of PAL’s varied Australian Financial Services Licence authorisation, that it holds 0.5% of Praemium CPS assets as net tangible assets (NTA), capped at $5 million. Based on the funds current assets of $600 million, this equates to a $3 million NTA requirement. These increased prudential capital requirements are prescribed by ASIC and apply to all operators of registered funds;
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As announced on 18 September 2012, Praemium has entered into binding agreements to acquire WealthCraft Systems Limited. Some of the funds raised will be applied towards acquisition and initial working capital costs.
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Underwritten Offer
As the Rights Issue is fully underwritten, the Underwriter is required to apply for all Shortfall Shares in accordance with the Underwriting Agreement. The shortfall may also be placed with third parties at the discretion of the Directors. Where Shortfall Shares are to be offered to Eligible Shareholders, only Eligible Shareholders who accepted their full entitlement will be allocated the Shortfall Shares.
Foreign Holders
Pursuant to ASX Listing Rule 7.7 the Company has decided that it is unreasonable to make offers outside of Australia and New Zealand having regard to:
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the number of holders in the place where the offer would be made
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the number and value of Securities the holders would be offered and
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the cost of complying with the legal requirements,
The number of Shares currently on issue is 295.2 million fully paid ordinary shares, with a further 33.3 million shares to be issued under the Private Placement also announced on 18 September 2012. The total number of shares on issue following completion of the Rights Issue and the Private Placement will be 369 million fully paid ordinary shares.
Offer Document
Eligible holders will shortly receive the Offer Document in accordance with the timetable referred to below. The Offer Document contains all the details pertaining to the Rights Issue. The Offer Document was lodged with the Australian Securities Exchange on 18 September 2012. Eligible holders should read the Offer Documents before making a decision to participate in the Right Issue. The Offer Document, Cleansing Notice provided in accordance with section 708AA (2)(f) of the Corporations Act 2001 and ASX Appendix 3B are available on the ASX’s Company Announcement Platform at www.asx.com.au
The Offer Document together with an Eligibility & Acceptance Form will be despatched to all eligible holders no later than 2 October 2012.
Application
Application for new shares under the Rights Issue may only be made by lodging a completed Entitlement and Acceptance Form with the applicable application money by the close of the Rights Issue at 5.00 pm AEDT on Tuesday 16 October 2012 ( Closing Date ). The Entitlement and Acceptance Form is attached to the Offer Document.
Holders should note that any shares traded from 20 September 2012 ( Ex-date ) will not be entitled to participate in the Rights Issue.
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I ndicative Timetable
| (a) Announcement of Issue (prior to commencement of trading) |
Tuesday 18 September 2012 |
|---|---|
| (b) Application to ASX for official quotation of the New Shares (prior to commencement of trading) |
Tuesday 18 September 2012 |
| (c) Lodgement of Offer Document with ASX (prior to commencement of trading) |
Tuesday 18 September 2012 |
| (d) Despatch of notice to shareholders informing them of the Rights Issue and notify ASX of despatched |
Wednesday 19 September 2012 |
| (e) Ex Date (i.e date from which securities commence trading without being entitled to participate in the Rights Issue |
Thursday 20 September 2012 |
| (f) Record Date (i.e. date for determining entitlement to participate in the Rights Issue |
Wednesday 26 September 2012 |
| (g) Offer opens dispatch of Offer Document |
Tuesday 2 October 2012 |
| (h) Closing Date for acceptance and payment of 6 cents per new share |
Tuesday 16 October 2012 |
| (i) Trading commences on a deferred settlement basis |
Wednesday 17 October 2012 |
| (j) Notify ASX of shortfall |
Friday 19 October 2012 |
| (k) Statements for new shares despatched |
Wednesday 24 October 2012 |
| (l) Trading of new share expected to commence |
Thursday 25 October 2012 |
This timetable is indicative and subject to change in consultation with ASX.
The Directors reserve the right not to proceed with the Offer in which case any application money received will be refunded. If you have any queries in relation to the Rights Issue please contact our Company Secretary, Paul Gutteridge on +613 8622 1222.
Yours faithfully
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Bruce Parncutt Chairman Praemium Limited
19 September 2012
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Dear Shareholder
Rights Issue - Notice to Ineligible Shareholders
On 18 September 2012, Praemium Limited (Praemium or Company) announced that it will be undertaking a non-renounceable rights issue of up to 41 million fully paid ordinary shares in Praemium (New Shares) to existing shareholders at a price of $0.06 each to raise up to $2.4 million before costs (Offer).
Eligible Shareholders will be able to subscribe for 1 New Share for every 8 ordinary fully paid shares held as at 7pm Melbourne Time on 26 September 2012 (Record Date), subject to the terms of the Offer (Entitlement).
Details of the Offer are set out in an Offer Document released on the Australian Securities Exchange (ASX) website, www.asx.com.au on 18 September 2012. A copy of the Offer Document is also available on the Company's website, www.praemium.com.au.
Praemium will be making the Offer available to Eligible Shareholders only. Eligible Shareholders are those shareholders who:
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are the registered holder of Praemium Shares as at the Record Date;
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have a registered address in Australia or New Zealand or have a registered address in certain other jurisdictions where the Company has determined that such persons can be offered and issued with New Shares without the Company having to comply with any conditions or additional disclosure or legal requirements; and
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are eligible under all applicable laws to take up their Entitlements.
In particular, the Offer has not been, and will not be, registered under the United States Securities Act of 1933 and is not being made in the United States or to persons resident in the United States.
The Company has determined that it is unreasonable to permit Ineligible Shareholders to participate in the Offer, having regard to:
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the small number of Ineligible Shareholders;
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the number and value of the New Shares which would be offered to Ineligible 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.
As Praemium has determined that you do not satisfy the eligibility criteria and are therefore an ineligible shareholder, the Company is unfortunately unable to extend to you the opportunity to subscribe for New Shares under the Offer. As such, the Company will not send you a copy of the Offer Document. This letter is to inform you about the
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Offer and is not an offer of shares in the Company. You are not required to do anything in response to this letter.
Yours faithfully
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Bruce Parncutt Chairman Praemium Limited