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RENT.COM.AU LIMITED — Capital/Financing Update 2003
Apr 29, 2003
65722_rns_2003-04-29_1c9c9a16-f2bf-4d39-903d-aae4c130131e.pdf
Capital/Financing Update
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SELECT-TEL LIMITED
COMPANY ANNOUNCEMENT
30 April 2003
TRANSACTION WITH BURNET INSTITUTE TO PROCEED
As previously announced on 30th January 2003, Select-Tel Limited (ASX:SLT) entered into a Memorandum of Understanding with the Burnet Institute, a world-renowned Melbourne-based medical research organisation with a focus on infectious diseases. The Company is pleased to announce that the company has now finalised all contractual agreements and arrangements with the Macfarlane Burnet Institute for Medical Research and Public Health. The arrangements contemplated in the MOU have now been agreed with the Institute and the transaction is conditional only upon relevant regulatory and shareholder approvals as well as the completion of a capital raising.
The goal of the relationship between Select-Tel and the Burnet Institute is to fund the development and commercialisation of highly promising research & development (" $R&D$ ") projects, initially in the fields of hepatitis diagnostics and vaccines, and antivirals against rhinoviruses (common cold) and enteroviruses. Included is a business development program for market-ready hepatitis E and A diagnostic products aimed at large global As part of the relationship, Select-Tel will gain a right of first review and markets. commercialisation over a selected range of other research being conducted at the Burnet Institute.
The key terms of the transaction between the company and the Burnet Institute include the following:
- Select-Tel has established two subsidiary project companies, Hepgenics Pty L. Ltd and Picoral Pty Ltd, to fund and manage existing Burnet Institute R&D projects in the fields of hepatitis diagnostics and vaccines in the former case, and antivirals for rhinoviruses and enteroviruses in the latter case:
- In return for committing an initial 12 months milestone-based R&D funding for each project company (totalling approximately \$1m), Select-Tel will earn 65% of the initial equity in each subsidiary and the Burnet Institute will hold the balance:
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Subject to the achievement of milestones, Select-Tel will fund a further 12 months R&D (estimated to total approximately a further \$1m) in return for additional equity in each project company;
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Select-Tel and the Burnet Institute have appointed directors to the Boards of Hepgenics and Picoral
- Select-Tel intends to add new expertise to its Board of Directors and has in place a well-credentialed and experienced commercialisation and management team to guide and manage the operations of the company;
- Select-Tel has a five-year right of first review for commercialisation (with a further five vear extension available) over a selected range of current and future research conducted at the Burnet Institute.
The Company will shortly despatch to shareholders a Notice of Annual General Meeting at which it will seek approval to proceed with the transaction outlined above. Resolutions expected to be put to shareholders include the following:
- The election and re-election of various Directors:
- A change of activities to include medical and biomedical research and commercialisation:
- A 1-for-4 consolidation of the Company's capital;
- An offer to buy-back, at optionholder's election and post-consolidation, for a consideration of 2 cents per option, the existing class of options (ASX:SLTO);
- The issue of 2 million options to the Burnet Institute;
- A capital raising of up to \$2 million at 20 cents per share (to be completed post-consolidation) with a free attaching option on a 1-for-2 basis;
- Participation by Directors in the capital raising;
- The issue of various incentive options to Directors;
- The issue of shares and options in satisfaction of corporate advisory and success fees to the Company's corporate advisor, Peregrine Corporate Limited;
- A change of Company name, proposed to be "Select Vaccines Limited". u.
The completion of the transaction remains conditional upon ASX/ASIC and shareholder approval and the completion of the capital raising to a minimum level of \$1.6 million.
For And On Behalf Of The Board,
PETER MARKS Director
For further information please contact:
Select-Tel Limited
Peter Marks 03 98248166 Burnet Institute
Prof Steve Wesselingh 03 92822123