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SENSEN NETWORKS LIMITED — Capital/Financing Update 2017
Sep 13, 2017
65829_rns_2017-09-13_83fcb665-8c31-43c2-84cf-7df67a0fd9f4.pdf
Capital/Financing Update
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Orpheus Energy Limited ACN 121 257 412 (to be renamed SenSen Networks Limited)
SUPPLEMENTARY PROSPECTUS
THIS IS A SUPPLEMENTARY PROSPECTUS TO THE PROSPECTUS LODGED WITH ASIC ON 1 SEPTEMBER 2017 AND MUST BE READ TOGETHER WITH THE PROSPECTUS.
THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.
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IMPORTANT INFORMATION
This is a supplementary prospectus dated 14 September 2017 ( Supplementary Prospectus ).
This Supplementary Prospectus should be read in conjunction with the replacement prospectus dated 1 September 2017 ( Prospectus ) issued by Orpheus Energy Limited ACN 121 257 412 (to be renamed SenSen Networks Limited) ( Company ). The Prospectus replaced the prospectus dated 18 August 2017 ( Original Prospectus ).
A copy of this Supplementary Prospectus was lodged with ASIC and the ASX on 14 September 2017. ASIC and the ASX do not take any responsibility for the contents of this Supplementary Prospectus.
This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.
Terms defined in the Prospectus have the same meaning as in this Supplementary Prospectus, unless otherwise indicated.
This Supplementary Prospectus and the Prospectus may be viewed on the Company's website at www.orpheusenergy.com.au. You may obtain a paper copy of the Prospectus and this Supplementary Prospectus free of charge by contacting the Company.
The Company will send a copy of this Supplementary Prospectus to all Applicants who, prior to the date of this Supplementary Prospectus, have subscribed for ordinary shares ( Shares ) pursuant to the Prospectus.
This document is important and should be read in its entirety and in conjunction with the Prospectus. If you do not understand its contents, you should consult your professional advisor without delay.
1. General
In accordance with the Corporations Act 2001 (Cth) ( Corporations Act ), the Company has an obligation to update a disclosure document if it becomes aware of new information that is material to investors.
The purpose of this Supplementary Prospectus is:
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(a) to advise investors that the Company has extended the indicative timetable to extend the SPP Offer and the Vendor Offer; and
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(b) to replace the indicative timetable as set out in paragraph 2 (below).
As at the date of this Supplementary Prospectus, the Company has received indicative bids in excess of the General Offer Maximum Subscription.
The SPP Offer is being extended to allow additional time for Eligible Shareholders to participate in the SPP Offer. The Vendor Offer is being extended to allow additional time for the final Vendor Offer Application Forms to be received by the Company.
This Supplementary Prospectus is intended to be read in conjunction with the Prospectus dated 1 September 2017 issued by Orpheus Energy Limited ACN 121 257 412
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Completion of the SPP Offer, General Offer and Vendor Offer is conditional, amongst other things, on the Subscription Amount being received under the SPP Offer.
The Company notes that pursuant to the terms of the Prospectus, in the event the SPP Offer is not subscribed to the Subscription Amount by Eligible Shareholders, the Company reserves the right to place the shortfall of the SPP Offer in its discretion.
2. Indicative Timetable
The indicative timetable set out immediately before the Chairman's letter in the Prospectus is deleted and replaced with the following:
| Event | Date |
|---|---|
| Lodgement of the Original Prospectus with ASIC | 18 August 2017 |
| Lodgement of the Prospectus with ASIC | 1 September 2017 |
| Lodgement of this Supplementary Prospectus with ASIC | 14 September 2017 |
| Closing Date of the General Offer | 18 September 2017 |
| ClosingDate of the SPP Offer | 25 September 2017 |
| ClosingDate of the Vendor Offer | 25 September 2017 |
| Issue of New Shares and Consideration Shares under the Offers and completion of the Acquisition |
6 October 2017 |
| Expected date for despatch of holdingstatements | 9 October 2017 |
| Re-quotation of Shares (including New Shares and Consideration Shares (those not subject to escrow)) on ASX Normal T+2 trading anticipated to commence on a post-Consolidation basis and commencement of trading of Shares on the ASX (subject to the Company re- complying with Chapters 1 and 2 of the ASX Listing Rules and subject to the ASX agreeing to reinstate the Company's Shares to quotation) |
11 October 2017 |
The above dates are indicative only. The Directors of the Company reserve the right to vary these dates, including furthering extending the Closing Dates of the SPP Offer, General Offer and Vendor Offer.
3. Applications
The Directors believe that the changes set out in this Supplementary Prospectus are not materially adverse from the point of view of an investor.
Accordingly, no action needs to be taken if you have already subscribed for Shares under the Prospectus.
4. Directors' Authorisation
In accordance with section 720 of the Corporations Act, each Director of the Company has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent prior to lodgement.
This Supplementary Prospectus is intended to be read in conjunction with the Prospectus dated 1 September 2017 issued by Orpheus Energy Limited ACN 121 257 412
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This Supplementary Prospectus is signed for and on behalf of the Company by Mr Wayne Mitchell.
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Mr Wayne Mitchell Chairman Dated: 14 September 2017
This Supplementary Prospectus is intended to be read in conjunction with the Prospectus dated 1 September 2017 issued by Orpheus Energy Limited ACN 121 257 412
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