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SHINE JUSTICE LTD — Capital/Financing Update 2014
Jun 11, 2014
65787_rns_2014-06-11_4d326962-75a0-45da-9596-b00257a86062.pdf
Capital/Financing Update
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12 June 2014
Dear Shareholder
Shine entitlement offer – notice to 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 (defined below) 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 per New Share ( Entitlements ). On 19 June 2014 all Eligible Shareholders will be sent an information booklet and personalised entitlement and acceptance form which contain important information about the Entitlement Offer. The information booklet and notice given in accordance with section 708AA(2)(f) Corporations Act 2001 (Cth) ( Corporations Act ) have been lodged with ASX and are available to view on the ASX website at www.asx.com.au.
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. Trading of Entitlements commences on ASX on 16 June 2014 and will cease at 4.00 pm on 27 June 2014 . Acceptances under the Entitlement Offer will close at 5.00 pm on 4 July 2014.
Fractional Entitlements will be rounded up to the nearest whole number of New Shares and holdings on different registers or sub-registers will not be aggregated to calculate entitlements.
Shine will offer the New Shares for issue without disclosure to investors under section 708AA(2)(f) Corporations Act as notionally modified by ASIC Class Order 08/35 ( CO 08/35 ).
The Entitlement Offer is fully underwritten by Morgans Corporate Limited ( Underwriter ). The Underwriter will receive an underwriting fee of 2.25% and a management fee of 0.5% (plus GST) of the gross proceeds of the Entitlement Offer.
A broker handling fee of 1.00% (plus GST of the value of successful applications for the New Shares up to a maximum of $250 per application will be payable by the Underwriter (subject to the conditions and limitations set out in the information booklet).
Proposed timetable
Shine expects the Entitlement Offer to be conducted according to the following timetable:
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| Activity | Date |
|---|---|
| Announcement of the Entitlement Offer | 12 June 2014 |
| Ex date and start of entitlements trading | 16 June 2014 |
| Record Date for Entitlement Offer (7.00pm) | 18 June 2014 |
| Information Booklet and Entitlement and Acceptance Form despatched | 19 June 2014 |
| Entitlement Offer opens | 19 June 2014 |
| Entitlements trading ends | 27 June 2014 |
| Closing date for acceptances under Entitlement Offer (5.00pm) | 4 July 2014 |
| Announcement of results of Entitlement Offer and under-subscriptions | 9 July 2014 |
| Settlement of New Shares under the Entitlement Offer | 10 July 2014 |
| Allotment of New Shares issued under the Entitlement Offer | 11 July 2014 |
| Despatch of holding statements for New Shares issued under theEntitlement Offer | 14 July 2014 |
| Normal ASX trading for New Shares issued under the Entitlement Offercommences | 14 July 2014 |
This Timetable is indicative only. The Directors may vary these dates, in consultation with the Underwriter, subject to the Listing Rules. An extension of the closing date will delay the anticipated date for allotment and issue of the New Shares.
Capital structure
The capital structure of Shine following the issue of New Shares, assuming the maximum number of New Shares is issued under the Entitlement Offer, will be as follows[1] :
| Existing shares on issue as at 12 June 2014 (announcement of theEntitlement Offer) | 155,000,000 |
|---|---|
| Approximate New Shares issued under the Entitlement Offer | 15,500,000 |
| Approximate total number of shares after the Entitlement Offer | 170,500,0002 |
The New Shares will be fully paid and rank equally with existing Shine Shares.
Eligibility of shareholders to participate in the Entitlement Offer
The Entitlement Offer is only available to Eligible Shareholders. An Eligible Shareholder means a registered holder of Shine Shares as at 7.00pm (AEST) on the Record Date who:
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(a) has a registered address in Australia or New Zealand or is a Shareholder that Shine has otherwise determined is eligible to participate;
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(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
1 Ignores the effect of rounding Entitlements.
2 Does not include shares issued to vendors as part of the Acquisitions.
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(c) is eligible under all applicable securities laws to receive an offer under the Entitlement Offer.
Eligible Shareholders will receive an information booklet and personalised entitlement and application form.
Ineligible Shareholders
If you are not an Eligible Shareholder you cannot participate in the Entitlement Offer. Shine will notify those shareholders who are not Eligible 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
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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.
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