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SCIDEV LTD — Capital/Financing Update 2009
May 7, 2009
65761_rns_2009-05-07_8979b3a4-d035-4825-9bb4-c2697bf1cc97.pdf
Capital/Financing Update
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ABN 25 001 150 849
Level 3 2 Elizabeth Plaza North Sydney NSW 2060 Australia PO Box 1507 North Sydney NSW 2059 Australia
Phone: 02-9925-8170 Fax: 02-9925-8110 Email: [email protected] Website: www.intec.com.au ASX code: INL
Companies Announcements Office Australian Securities Exchange
8 May 2009
Share Purchase Plan – Letter to Shareholders and Application Form
Attached is today’s letter from the Chairman and myself to all shareholders on the register of Intec Ltd (ASX code: INL) on the record date of Tuesday 5 May 2009. These letters will be dispatched by post to such shareholders early next week, enclosing their personalised Share Purchase Plan Application Forms.
Yours faithfully
Intec Ltd
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Philip R Wood
Managing Director and Chief Executive Officer
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ASX code: INL
ABN 25 001 150 849
Level 3 2 Elizabeth Plaza North Sydney NSW 2060 Australia PO Box 1507 North Sydney NSW 2059 Australia
Phone: 02-9925-8170 Fax: 02-9925-8110 Email: [email protected] Website: www.intec.com.au ASX code: INL
8 May 2009
Share Purchase Plan
Dear Intec Shareholder
Operations Review
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Intec has recently announced agreements with three separate companies to progress metalliferous waste treatment opportunities.
In March 2009 we announced a commercial agreement with Automotive Components Limited Group (ACL) to utilise our Burnie Research Facility to treat approximately 100,000 litres of heavy metal-bearing waste sludge from ACL’s bearings plant in Launceston, Tasmania (see Figures 1 and 2).
Figure 1: ACL waste sludge waiting to be processed at Burnie
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Intec then announced in April 2009 that it had signed a Memorandum of Understanding with Ausmelt Limited to evaluate the potential for using Ausmelt’s Whyalla smelter to treat electric arc furnace (EAF) dust and other zinc-bearing feed materials (see Figure 3). Although Intec’s 35,000 tonnes stockpile of EAF dust contains an average >27% zinc and therefore substantial contained metal value, it remains a prescribed waste (requiring lodgement of environmental bonds) until successfully treated. It would thus be advantageous for Intec to process the EAF dust at Whyalla into saleable zinc fume product at the earliest available
Figure 2: Mineral sulphide product from Intec’s Burnie recycling operations
opportunity, with the resultant recovery of A$4.4 million in associated bonds defraying some of the transportation and treatment costs. Additionally, the Whyalla plant would then be well-placed to treat ongoing EAF dust arisings from the Australasian steel industry together with other identified zinc-bearing oxide feedstocks.
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Figure 3: Ausmelt Whyalla plant
Although commercial terms of a potential Whyalla transaction have not been negotiated, it should be noted that transaction and start-up costs would necessitate raising additional project capital at the appropriate time.
Finally earlier in this month of May 2009, we announced the signing of a Memorandum of Understanding with GB Galvanizing Service Pty. Ltd. (GBG) for a technology optimisation and design programme, followed by the construction of a dedicated facility on-site with GBG in Victoria for the recycling of approximately one million litres per annum of spent zinc-bearing pickle liquor (see Figure 4). The A$2 million programme of works is contingent upon the successful outcome of a pending application for partial funding by the Victorian Government EPA’s Hazwaste Fund, but the programme requires no funding from Intec.
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Figure 4: Pickle liquor bath at GB Galvanizing Service Pty. Ltd.
These three projects producing metal products from waste treatment, as well as further similar initiatives currently progressing through our project pipeline, may be viewed as lower-hurdle opportunities for Intec, given the adverse global financial conditions currently affecting metallurgical projects in the wider mining, minerals processing and waste management industries.
Last year these adverse conditions directly impacted Intec’s zinc/lead operation at Hellyer, which was among numerous Australian zinc operations which ceased or reduced output in response to the then historic lows in the $A zinc price. The difficult decision in September 2008 to put the Hellyer Mill on care and maintenance deprived Intec of its earlier principal source of cash flow, and so over the last six months Intec has had to sell approximately A$13 million of assets (comprising primarily A$10 million for the sale of the Hellyer assets (A$5 million in cash, A$5 million deferred), A$2.25 million for Intec’s 23% shareholding in Bass Metals, plus A$0.75 million for reagents and sundry items) just to meet Hellyer closure costs, to maintain reduced operations and to retire Intec’s A$5 million working capital facility with Macquarie Bank. At the same time Intec has implemented a series of economy measures including 15% across-the-board salary reductions for all directors and staff and regrettably some lay-offs of our employees. These measures will have reduced Intec’s average quarterly rate of expenditure by over 50% since the September 2008 Quarter, while maintaining key corporate, but reduced technical and operational capabilities.
In the light of the wider challenges facing our direct efforts to finance the proposed site acquisition at Newcastle for implementation of the Intec Metals Recycling Project, Intec is instead now supporting other potential project partners who have more readily available funds to purchase the site (at a lower cost) directly from the Vendor, by integrating our business ideas for the site with those of the prospective purchasers.
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Following a period of declining testwork activity for third-party clients due to suspension of various projects, Intec is now hopeful of paid testwork and development for certain restarting projects, particularly the Browns Sulphide Project (owned by Compass Resources Ltd and Hunan Nonferrous Metals Corporation) and another base metals project in Iran.
However, it is principally by successful implementation of the first-mentioned commercial agreements in the metalliferous waste treatment sector, that Intec intends to rebuild cash flows
John Moyes, Intec’s Technical Director at the Burnie Research Facility
during 2009 and 2010, and thereby to support the Company and carry it forward as the minerals sector improves.
Share Purchase Plan (SPP)
As previously announced on 30 April 2009, Intec’s Board of Directors has resolved to undertake a SPP for existing INL shareholders at a price of A$0.015 per share. This represents a 32% discount to the A$0.022 INL market price at the time of announcing the SPP and is the lowest share issue price in the history of Intec
(see share price chart in Figures 5 and 6). The SPP issue price thus reflects the recent adverse financial and operational environment for our Company, but is intended to provide a sound basis and level from which the Company will work towards operational and share price recovery.
The SPP allows all of the Company’s shareholders (as at the defined record date of Tuesday 5 May 2009) to acquire additional INL shares directly issued
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Intec Share Price and Trading Volumes (complete)
INL Volume (millions)
$0.30 INL Price 60
$0.27 50 per. Mov. Avg. (INL Price) 54
$0.24 48
$0.21 42
$0.18 36
$0.15 30
$0.12 24
$0.09 18
$0.06 12
$0.03 6
$0.00 0
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Figure 5: Intec Share Price & Trading Volumes since Listing
by the Company without brokerage or stamp duty costs. The maximum investment per registered shareholder is A$15,000, representing 1,000,000 INL shares. The minimum investment is A$600, representing 40,000 shares. Shareholders may apply for any number of shares between these limits on the enclosed Application Form.
All of the INL Directors will be participating in the SPP. An indicative timetable for completion of the SPP is set out below.
| Tuesday 5May2009 | Record date to participateinthe SPP |
|---|---|
| Friday 8May2009 | Date ofSPPdocuments to be posted to eligible shareholders |
| Friday12June2009 | SPPClosingDate |
| Friday 19 June 2009 | Issue and allotment of SPP shares, Appendix 3B New Issues Announcement and second Section708ANotice |
| Monday22June2009 | Commencement oftradinginSPPshares |
Additional Information
If you decide to participate in the SPP, please make payment by BPAY or return your completed Application Form in the enclosed reply-paid envelope, together with your cheque or credit card authorisation representing your nominated investment amount, by the Closing Date of 12 June 2009.
Shares allotted under the SPP are expected to be issued no later than 19 June 2009. The rights attaching to the SPP Shares are identical in all respects to the existing ordinary shares in the capital of the Company and the SPP shares will be listed on the ASX forthwith.
Use of Funds
The funds to be raised, through the SPP and the intended concurrent placement of INL shares to eligible investors, will be used principally to advance the metalliferous waste treatment activities described above.
For more information about Intec’s strategies and operations, please feel welcome to contact our Corporate Development Manager Dave Sammut, and for procedural issues related to the SPP, please contact our Administration Officer Elizabeth Psarris, both in Intec’s North Sydney office.
Placement
In addition to the SPP, Intec’s Board recently further approved a placement (at its discretion) of a maximum of an additional 15% of the Company’s presently issued shares at 1.5 cents per share to selected and/or self-nominating eligible placees, within the anticipated monthlong period during which the SPP remains open. If, in addition to investing in he SPP, you or your associates would like also to participate in the
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Intec Share Price and Trading Volumes (12 month)
Intec Share Price and Trading Volumes (12 month)
$0.10 INL Volume (millions)$0.10 6060
$0.09 INL Price $0.09 5454
50 per. Mov. Avg. (INL Price)$0.08 48
$0.08 $0.07 4248
$0.07 Rights$0.06 RightsIssue 3642i [llions)]
$0.06 IssueL [ Price] I [N] $0.04$0.05Closure of Closure of Hellyer Announcement of IMRP Announcement of ACL Waste 302436e [ (m] L [ Volum]
$0.05 $0.03Hellyer Announcement Treatment 1830I [N]
$0.02 of IMRP 12
$0.04 $0.01 Announcement 6 24
of ACL Waste
$0.03 $0.00 Trea t men t 0 18
$0.02 12
$0.01 6
$0.00 0
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Figure 6: Intec Share Price & Trading Volumes over the last 12 months, noting significant announcements
concurrent placement, particularly if you are a larger shareholder that wishes to avoid being diluted by the SPP, please advise the Company as soon as possible, because placement applications will generally be dealt with on a ‘first-come, first-served’ basis.
While preference in the placement will be given where possible to existing Intec shareholders, it is also Intec’s intention to introduce new investors into the Company, whose own activities complement those of Intec.
Yours faithfully
Intec Ltd
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Philip R Wood Managing Director and Chief Executive Officer
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Trevor A Jones Chairman
ABN: 25 001 150 849
SHARE PURCHASE PLAN APPLICATION FORM
Plan to allow existing Intec Ltd shareholders to purchase up to 1,000,000 shares at 1.5 cents each (up to A$15,000), payable in full on acceptance of this offer
Name 1 Name 2 Name 3 Name 4 Name 5 BARCODE Name 6
A Share Purchase Plan Application
I/We the above named, being registered as ordinary shareholder(s) in the Company, do hereby apply for the number of fully paid shares stated below at an issue price of 1.5 cents per share to be issued in accordance with the Intec Ltd Share Purchase Plan (the Plan) and the Constitution of the Company.
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The minimum number of shares you can apply for is 40,000 for a payment of A$600 (Minimum Amount);
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The maximum number of shares you can apply for is 1,000,000 for a payment of A$15,000 (Maximum Amount); and
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You may apply for any number of shares between the Minimum Amount and the Maximum Amount for 1.5 cents per share.
Please tick � the appropriate box on the right :
1,000,000 shares for a payment of A$15,000 40,000 shares for a payment of A$600 __ shares for a payment of A$__
B Payment
Payment may only be made by BPAY, cheque or credit card. Cash will not be accepted via either the mail or at Registries Limited. Payments cannot be made at any bank.
Payment Option 1 - BPAY
Telephone & Internet Banking - BPAY®
Biller Code: XXXX Contact your bank, credit union or building society to make this payment from your Customer Ref No: account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518 • To pay via BPAY please contact your participating financial institution. • If paying by BPAY you do not need to return the Entitlement and Acceptance Form. • If paying by BPAY the payment received divided by the issue price will be deemed to be the total number of shares you are applying for.
Payment Option 2 – Cheque (Record cheque details below) DRAWER CHEQUE NO. BSB NO. ACCOUNT NO. AMOUNT A$ $ • Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted. • Your cheque or bank draft must be made payable to “ Intec Ltd - Share Issue Account ” and crossed Not Negotiable. • Your application will be rejected if your cheque is dishonoured.
Payment Option 3 – Credit Card Payment (Record credit card details below)
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Mastercard Visa (mark the appropriate box)
Card No: Expiry Date: /
Name on Credit Card: Signature:
C Contact Details
CONTACT NAME EMAIL ADDRESS TELEPHONE – WORK TELEPHONE - HOME
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RETURN OF THIS FORM WITH YOUR CHEQUE OR CREDIT CARD DETAILS FOR PAYMENT WILL CONSTITUTE YOUR APPLICATION FOR SHARES UNDER THE TERMS OF THE PLAN. INSTRUCTIONS ON HOW TO COMPLETE THIS FORM ARE ON THE REVERSE SIDE OF THIS PAGE. ACCEPTANCES MUST BE RECEIVED OR POSTMARKED BY 12 JUNE 2009
Intec Ltd ABN 25 001 150 849
INSTRUCTIONS TO APPLICANTS
Please read these instructions carefully.
HOW TO LODGE YOUR APPLICATION
The completed application form should be forwarded with your payment to the postal address on the enclosed reply-paid envelope or by hand delivery to the address set out below and must either reach that address or be postmarked by 12 June 2009.
By mail Or by hand delivery Or by fax Intec Ltd Intec Ltd (Credit card payments only) C/- Registries Limited C/- Registries Limited Intec Ltd PO Box R67 Level 7 Fax no. +612-9925-8110 Royal Exchange 207 Kent Street Sydney NSW 1223 AUSTRALIA Sydney NSW 2000 AUSTRALIA
Registries Limited: Telephone no: +612-9290-9600 Fax no: +612-9279-0664
IF YOU ARE UNSURE HOW TO COMPLETE THIS APPLICATION FORM OR HAVE ANY QUESTIONS, PLEASE CONTACT REGISTRIES LIMITED (details above) OR INTEC LTD ON
TEL: +612-9925-8170 OR FAX: +612-9925-8110 OR EMAIL: [email protected]
IMPORTANT NOTE: In accepting the Offer you represent and warrant that (unless otherwise agreed with the Company) you are not in any jurisdiction other than Australia or New Zealand or, if in another jurisdiction, you are aware of your eligibility to participate in the Offer.
CORRECTIONS TO ADDRESS OR NAME SUPPORTED BY YOUR SIGNATURE
If your name and/or address is not exactly as shown overleaf, please provide correct details below. Your sponsoring broker should be notified for corrections to holdings on the CHESS sub register.
CORRECTIONS OF NAME AND/OR ADDRESS DETAILS
SIGNATURE REQUIRED IF CHANGE OF NAME AND/OR ADDRESS DETAILS
Details Signature
YOUR PRIVACY
The information provided by you on this Application Form will be used by Registries Limited and Intec Ltd for processing this application and registering your shareholding in Intec Ltd and for no other purpose.
If you would like to receive future Intec Ltd announcements by email please tick �the box below and provide your email address.
Email address: