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SCIDEV LTD — Capital/Financing Update 2019
Feb 13, 2019
65761_rns_2019-02-13_44518d3a-2b3c-4f54-812b-f7f61e423043.pdf
Capital/Financing Update
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Suite 105 48 Atchison Street St Leonards NSW 2065 Australia ABN 25 001 150 849
Phone: 61 0428 002 590 Email: [email protected] Website: www.scidev.com.au ASX code: SDV
14 February 2019
Dear SciDev Shareholder
NON-RENOUNCEABLE ENTITLEMENTS ISSUE OFFER
On 13 February 2019, SciDev Ltd ( ASX: SDV, SDV or the Company ) announced details of the Company’s proposed 2:7 non-renounceable entitlements issue (the Entitlements Issue ).
In summary, under the Entitlements Issue you are entitled to subscribe for 2 shares for every 7 shares held by you as at the Record Date (18 February 2019) at an issue price of $0.06 (6 cents) per share (the Issue Price ). For example, if you hold 1,000 shares as at the Record date you will be entitled to subscribe for a maximum of 286 shares at the Issue Price. In the event any fractions of shares occur as a result of your subscription under the Entitlements Issue, your eventual shareholding will be rounded up to the nearest whole number.
You may subscribe for some or all of your entitlement under the Entitlements Issue.
Taylor Collison Ltd have agreed to act as Lead Manager to the Entitlements Issue and to underwrite the Entitlements Issue.
Allocation of any shortfall under the Entitlements Issue is at the discretion of the Company’s directors, inconjunction with Taylor Collison Ltd, provided that if any shareholder who takes up shares in addition to their pro-rata entitlement would as a result hold greater than 19.9% of the shares in the Company following completion of the Entitlements Issue then the number of additional shares that they would be issued would be scaled back so that they do not hold greater than 19.9%.
The maximum number of shares to be issued under the Entitlements Issue is 20,947,264 assuming none of the 3,950,000 options on issue are exercised. If all of the 3,950,000 options are exercised, then a further 1,128,572 ordinary shares may be issued under the Entitlements Offer. The Company does not expect any of the options to be exercised.
Use of Funds
The Company expects to raise approximately $1.25 million under the Entitlements Issue. The purpose of the Entitlements Issue is to raise funds to be applied towards the Company’s working capital requirements and expanding its domestic and international operations. As announced, a placement totalling $1.25 million is being carried out in conjunction with the Entitlements Issue.
Entitlements Issue Details
The shares offered under the Entitlements Issue are in the same class of shares held by you and the Company will seek their quotation on the ASX.
No disclosure document (prospectus etc.) accompanies the Entitlements Issue. Investment in equities is at your own risk and the Board recommends that you seek professional advice before deciding whether or not to take up the offer. An offer letter and accompanying Entitlements Issue acceptance form will be distributed to all shareholders on 21 February 2019.
The Company released its 2018 Annual Report for the year ended 30 June 2018 on 27 October 2018. That report can be found on the Company’s website at http://www.scidev.com.au. Shareholders are encouraged to review this document and all subsequent releases to ASX by the Company.
The Closing Date under the Entitlements Issue is 5.00pm AEST on 8 March 2019. An indicative timetable for the Offer is below.
| Event | Date* |
|---|---|
| Cleansing Notice S708AA with ASX | 13 February 2019 |
| Announcement of Offer and Letter to Option holders | 13 February 2019 |
| Lodgement of Appendix 3B with ASX | 13 February 2019 |
| Letters to Shareholders, Ineligible Shareholders. | 14 February 2019 |
| "Ex" Date (date Shares are quoted ex-rights) | 15 February 2019 |
| Record Date to determine Entitlements | 7.00pm (AEDT) 18 February2019 |
| Offer Documents (together with Entitlement and Acceptance Form) despatched to Shareholders and announce despatch |
21 February 2019 |
| Latest date to extend offer (at least 3 days prior to Closing date) | 5 March 2019 |
| Closing date (this is earliest possible date) | 5pm (AEDT) 8 March 2019 |
| Shares quoted on a deferred settlement basis | 11 March 2019 |
| Notification to ASX of under subscriptions | 13 March 2019 |
| Issue date | 15 March 2019 |
| Normal trading of Shares issued under the Offer commences** | 18 March 2019 |
* These dates are indicative only. The Directors (in consultation with the Underwriter) reserve the right to vary the key dates without prior notice, subject to the Listing Rules.
** The Directors (in consultation with the Underwriter) may extend the Closing Date by giving at least three Business Days’ notice to ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on ASX may vary.
Yours Sincerely SciDev Ltd
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Heath Roberts Company Secretary
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Suite 105 48 Atchison Street St Leonards NSW 2065 Australia ABN 25 001 150 849
Phone: 61 0428 002 590 Email: [email protected] Website: www.scidev.com.au ASX code: SDV
14 February 2019
Dear SciDev Shareholder
NON-RENOUNCEABLE ENTITLEMENTS ISSUE – INELIGIBLE SHAREHOLDERS
On 13 February 2019, SciDev Ltd ( ASX: SDV, SciDev or the Company ) announced details of the Company’s proposed 2:7 non-renounceable entitlements issue (the Entitlements Issue ).
The Entitlement Issue will open on 21 February 2019 and close on 8 March 2019. Eligible shareholders may opt to take up all, part or none of their entitlement. The Entitlement Issue is being made by the Company without a disclosure document or product disclosure statement in accordance with section 708AA of the Corporations Act 2001 (Cth) (Corporations Act). Shareholder approval is not required for the Company to make the offer under the Entitlement Issue.
Eligibility of Shareholders to Participate in the Entitlement Issue
The Company has determined, pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3) Corporations Act, that it would be unreasonable to make offers to shareholders in all countries other than Australia and New Zealand, in connection with the Entitlement Issue. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3)(b) Corporations Act, this letter is to inform you that the Company has determined that you are not an Eligible Shareholder and therefore are ineligible to apply for new shares under the Entitlement Issue.
You are not required to do anything in response to this letter. The Entitlement Issue is only available to Eligible Shareholders. An Eligible Shareholder means a holder of SciDev shares at 7.00pm (Sydney time) on the 18th of February 2019 ( Record Date ) who has a registered address in Australia and New Zealand, or is a Shareholder that the Company has otherwise determined is eligible to participate; and is eligible under all applicable securities laws to receive an offer under the Entitlement Issue without any requirement for a prospectus to be lodged or registered.
As you do not satisfy the criteria for eligibility, the Company is unfortunately unable to extend the Entitlement Issue to you. New SciDev shares equivalent to the number of new shares you would have been entitled to if you were an Eligible Shareholder will be allocated as part of the shortfall at the Board’s discretion in conjunction with Taylor Collison Ltd, Underwriter to The Entitlement Issue. As the Entitlement Issue is non-renounceable, you will not receive any payment or value for these entitlements in respect of any new shares that would have been offered to you if you were eligible.
Yours Sincerely SciDev Ltd
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Heath Roberts Company Secretary