AI assistant
SCHOOLBLAZER LIMITED — Capital/Financing Update 2003
Oct 27, 2003
65751_rns_2003-10-27_ecef72b7-b6f2-43e9-9f35-c7b081b7cf67.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
MMC CONTRARIAN LIMITED (COMPANY) (ACN 106 248 248)
SUPPLEMENTARY PROSPECTUS
This is a Supplementary Prospectus intended to be read with the Prospectus dated 10 October 2003 (Prospectus) relating to the offer of up to 150,000,000 fully paid ordinary shares in the Company together with an option to acquire ordinary shares exerciseable by 30 June 2005 to raise up to $150,000,000.
This Supplementary Prospectus is dated 28 October 2003 and was lodged with the Australian Securities and Investments Commission (ASIC) on 28 October 2003. None of ASIC, the ASX and their respective officers take responsibility for the contents of this Supplementary Prospectus.
Pursuant to Section 719(4) of the Corporations Act, the information set out below is taken to be included in the Prospectus. Terms defined in the Prospectus have the same meaning in this Supplementary Prospectus except where otherwise defined in this Supplementary Prospectus.
The purpose of this Supplementary Prospectus is to update the Prospectus.
The Offer
The Company will now offer for subscription up to 200,000,000 Shares at $1,00 per Share to raise up to $200,000,000. For each Share issued, subscribers will receive 1 Option to subscribe for a Share at an exercise price of $1.00 exercisable by 30 June 2005.
Pro forma Statement of Financial Position
The pro forma Statement of Financial Position set out below has been prepared to illustrate the financial position of the Company following completion of the Issue. The pro forma Statement of Financial Position is intended to be illustrative only and will not reflect the actual position and balances as at the date of this Supplementary Prospectus or at the conclusion of the Issue.
| ASSETS | Note | MaximumSubscription$200 million |
|---|---|---|
| Cash | See "Cash" below | 195,939,035 |
| LIABILITIES | ||
| NET ASSETS | 195,939,035 | |
| EQUITY | 195,939,035 | |
| NTA per share | 98.0 cents |
Assumption
In the pro forma Statement of Financial Position "Maximum Subscription", reference is to subscription of 200,000,000 of Shares by Applicants under this Supplementary Prospectus.
Cash
A reconciliation of the pro forma Statement of Financial Position for cash is as follows:
| Subscription for$200 million issues | |
|---|---|
| Initial Subscriber Shares - at $1.00 each | |
| Proceeds of Prospectus Offer - at $1.00 each | 200,000,000 |
| Expenses of Offer | (4,060,966) |
| Estimated Net Cash Position | 195,939,035 |
| Expenses of the Offer |
The expenses of the Offer are estimated below:
| Subscription for$200 million issue | |
|---|---|
| Handling feesASX Listing Fees/ASIC FeesLegal and AccountingOther Costs | (3,700,000)(150,966)(110,000)(100,000) |
| Total estimated expenses | (4,060,966) |
Deloitte Corporate Finance Pty Limited A.B.N. 19 000 833 127
Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Svdnev NSW 1217 Australia
DX 10307SSE Tel: +61 (2) 9322-7000 Fax: +61 (2) 9322-7001 www.deloitte.com.au
Deloite Touche Tohmařei
Independent Accountant's Report
28 October 2003
The Directors MMC Contrarian Limited Level 5, 34 Hunter Street Sydney NSW 2000
Dear Directors
REVIEW OF DIRECTORS' PRO FORMA STATEMENT OF FINANCIAL POSITION
1. Introduction
This report has been prepared at the request of the Directors of MMC Contrarian Limited ("the Company"), for inclusion in a Supplementary Prospectus to be dated on or around 28 October 2003. This report relates to the Prospectus, dated 10 October 2003 issued by the Company offering up to 150,000,000 Shares priced at $1.00 per share and 150,000,000 options to acquire Shares exercisable at $1.00 per Share. This report represents an update to the previous Independent Accountant's Report, dated 10 October 2003 and contained within the Prospectus dated 10 October 2003.
The Company is now offering subscription of up to 200,000,000 Shares at $1.00 each and 200,000,000 options to acquire Shares exercisable at $1.00 per Share.
Expressions defined in the Prospectus have the same meaning in this report.
Detoitte Corporate Finance Pty Limited is wholly owned by Deloitte Touche Tohmatsu and holds the appropriate dealer's licence for the issue of this report. References to the Company and other terminology used in this report have the same meaning as defined in the Glossary in Section 12 of the Prospectus dated 10 October 2003.
2. Background
The Company was incorporated on 9 September 2003 with 1 Share of $1.00 and has not traded or issued shares since incorporation. The Company intends to invest the proceeds derived from the issue of the shares predominately in securities quoted on the ASX, bills of exchange, other negotiable instruments and other investments.
3. Scope
This report deals with the Pro forma Statement of Financial Position as set out in the Supplementary Prospectus and should be read in conjunction with our previous Independent Accountant's Report, dated 10 October 2003 and contained within the Prospectus dated 10 October 2003.
The liability of Deloitte Touche Tohmatsu, is limited by, and to the extent of, the Accountants' Scheme under the Professional Standards Act 1994 (NSW).
4 Financial Information
The Directors of the Company ("the Directors") are responsible for the preparation and presentation of the Pro forma Statement of Financial Position as at Allotment as set out in the Supplementary Prospectus and the information contained therein, including the assumptions on which they are based.
The Pro forma Statement of Financial Position as set out in the Supplementary Prospectus represents the pro forma financial position of the Company as at Allotment after the costs of preparing the Prospectus. The Pro forma Statement of Financial Position has been prepared in accordance with the recognition and measurement principles of Accounting Standards and other mandatory professional reporting requirements in Australia and on the assumption that the transactions contemplated on or around Allotment in the Prospectus are completed as at Allotment.
5. Review of the Pro forma Statement of Financial Position
We have conducted a review of the Pro forma Statement of Financial Position as set out in the Supplementary Prospectus in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the Pro forma Statement of Financial Position is not presented fairly in accordance with the basis of preparation as set out in Section 6.1 of the Prospectus and the updated assumption in the Supplementary Prospectus.
Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. The review was limited primarily to engulries of and discussions with management and the Directors and the Company's advisers as well as examination of the documentation relating to the transactions contemplated in the Prospectus.
These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and accordingly we do not express an audit opinion.
6. Statement on the Pro forma Statement of Financial Position
Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the Pro forma Statement of Financial Position set out in the Supplementary Prospectus does not present fairly the Pro forma Statement of Financial Position of the Company as at the date of Allotment in accordance with the basis of preparation as disclosed in Section 6.1 of the Prospectus and the updated assumption in the Supplementary Prospectus.
Yours faithfully
DELOITTE CORPORATE FINANCE PTY LIMITED
1 horaver
lan Thatcher Director
Glossarv
Offer The offer of up to 200,000,000 Shares and up to 200,000,000 options pursuant to and in accordance with this Supplementary Prospectus.
In all other respects the statements in the Prospectus are confirmed.
Governing Law
This Supplementary Prospectus is governed by the laws of New South Wales.
Consent
Deloitte Corporate Finance Pty Limited has given and before lodgement of the paper Supplementary Prospectus with ASIC and the issue of the Electronic Supplementary Prospectus has not withdrawn its written consent to being named in the Supplementary Prospectus as independent accountant of the Company in the form and context in which it so named and the inclusion of the Independent Accountant's Report in the form and the context in which it appears.
Deloitte Corporate Finance Pty Limited has not been involved in the preparation of any part of this Supplementary Prospectus and specifically disclaims liability to any person in the event of omission from, or a misleading or deceptive statement included in the Supplementary Prospectus. Deloitte Corporate Finance Pty Limited has not authorised or caused the issue of this Supplementary Prospectus and takes no responsibility for its contents.
Approval
This Supplementary Prospectus has been approved by unanimous resolution of the Directors of the Company.
Dated 28 October 2003
Kevin Elev Director