AI assistant
SHINE JUSTICE LTD — Capital/Financing Update 2014
Jun 11, 2014
65787_rns_2014-06-11_70118354-a612-421a-9189-5ac89bdb0ad6.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [94 x 28] intentionally omitted <==
12 June 2014
Dear Shareholder
Shine entitlement offer – notice to ineligible shareholders
On 12 June 2014 Shine Corporate Limited ACN 162 817 905 ( Shine ) announced a 1 for 10 pro rata renounceable entitlement offer of fully paid ordinary shares in Shine at an issue price of $1.90 ( New Shares ) to raise approximately $29.45 million ( Entitlement Offer ).
The proceeds of the Entitlement Offer will be applied principally to fund the upfront cash component of Shine’s acquisitions of Stephen Browne Personal Injury Lawyers, a leading plaintiff litigation firm based in Western Australia, and Emanate Legal, a leading legal specialist in land owner access rights based in Queensland ( Acquisitions ). The Acquisitions are part of Shine’s strategy to geographically diversify personal injury income and increase the contribution from emerging practice areas. The proceeds will also provide Shine with the flexibility to fund future acquisitions.
Terms of the Entitlement Offer
Under the Entitlement Offer, eligible shareholders will be able to subscribe for 1 new ordinary share in the Company for every 10 existing shares ( Shine Shares ) held at 7.00pm (AEST) on 18 June 2014 ( Record Date ) at an offer price of $1.90 ( Entitlements ).
The Entitlement Offer is renounceable, meaning that Eligible Shareholders may sell their Entitlements to third parties if they do not want to take them up. A market will be established on ASX to facilitate trading of these Entitlements.
The Entitlement Offer is fully underwritten by Morgans Corporate Limited ( Underwriter ).
Shine will offer the New Shares for issue without disclosure to investors under section 708AA(2)(f) Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by ASIC Class Order 08/35 ( CO 08/35 ). On 19 June 2014 Shine lodged an Information Booklet for the Entitlement Offer with ASX, and has sent a copy of the Information Booklet and a personalised Entitlement and Acceptance Form to each Eligible Shareholder.
Eligibility of shareholders to participate in the Entitlement Offer
The Entitlement Offer is only available to Eligible Shareholders. This letter is to inform you that Shine has determined that you are not an Eligible Shareholder and you are therefore ineligible to apply for the New Shares. You are not required to do anything in response to this letter.
A person is eligible to participate in the Entitlement Offer as an Eligible Shareholder where the person is a registered holder of Shine Shares as at 7.00pm (AEST) on the Record Date who:
-
(a) has a registered address in Australia or New Zealand or is a Shareholder that Shine has otherwise determined is eligible to participate;
-
(b) subject to a determination by Shine as outlined in (a), is not in the United States and is not a nominee or custodian acting for the account or benefit of a person in the United States; and
29801727v5 | 11 June 2014
(c) is eligible under all applicable securities laws to receive an offer under the Entitlement Offer.
As you do not satisfy the criteria for eligibility, Shine is unfortunately unable to extend the Entitlement Offer to you.
Nominee for Ineligible Shareholders
Shine has appointed Berne No 132 Nominees Pty Ltd (a related entity of Morgans Corporate Limited) ( Berne ), on normal commercial terms, to act as nominee of the Ineligible Shareholders. If there is a viable market in the Entitlements and a premium over the expenses of their sale can be made, Berne will arrange the sale of the Entitlements which would have otherwise been offered to you and other Ineligible Shareholders under the Entitlement Offer. Berne will arrange for the proceeds of sale (if any), net of expenses, to be distributed to Ineligible Shareholders in proportion to their shareholding at the Record Date.
Shine and Berne will not be liable for the failure to sell the Entitlements at any particular price. If there is no viable market for the Entitlements, the Entitlements of Ineligible Shareholders will be allowed to lapse.
Further information
If you have any queries, please contact Shine’s Share Registry on 1300 222 378 (within Australia) or +61 1300 222 378 (outside Australia) between 8.30 am and 5.30 pm (AEST) Monday to Friday during the offer period or, alternatively, consult your stockbroker, solicitor, accountant or other professional financial adviser.
On behalf of the Directors, I thank you for your continued support of Shine.
Yours sincerely
==> picture [145 x 27] intentionally omitted <==
Tony Bellas Chairman Shine Corporate Limited
This notice does not constitute an offer to sell or the solicitation of an offer to buy, any securities in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of the Entitlements or New Shares in any jurisdiction outside Australia or New Zealand. In particular, the Entitlements and New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up by, and the New Shares may not be offered or sold to, persons in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.
29801727v5 | 12 June 2014
2