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SKIN ELEMENTS LIMITED — Capital/Financing Update 2020
Dec 15, 2020
65803_rns_2020-12-15_d1ef5689-94b1-4cb6-90fc-4493ff42fdf0.pdf
Capital/Financing Update
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16 December 2020
EXPIRY OF LISTED OPTIONS 5:00PM (AWST) 31 DECEMBER 2020
Dear Optionholder
We are writing to advise that the Skin Elements Limited (ASX: SKN) (“Skin Elements” or the “Company”) listed options (ASX: SKNOA) held by you are due to expire at 5:00pm (AWST) on Thursday, 31 December 2020 (“Expiry Date”). Each option entitles you to acquire one new share in the Company at $0.10 per share on or before the Expiry Date ("Option").
A personalised form (Application for Shares on Exercise of Options) is enclosed together with a replypaid envelope.
Information required under ASX Listing Rules
In accordance with ASX Listing Rules, the Company advises the following:
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a) The name of the Optionholder is stated on the personalised Application for Shares on Exercise of Options form (“Option Exercise Form”).
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b) The number of Options held and the number of fully paid ordinary shares in the Company to be issued on the exercise of the Options, is set out in the Option Exercise Form. On exercise, each Option entitles the holder to receive one fully paid ordinary share in the Company.
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c) The exercise price of each Option is $0.10 per share (“Exercise Price”).
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d) The due date for payment of the Exercise Price is on or before 5:00pm (AWST) on Thursday, 31 December 2020 (“Expiry Date”).
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e) If payment is not received by the Expiry Date, your Options will expire and all rights under the Options will cease.
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f) Official quotation of the Options on ASX will cease at the close of trading on Wednesday, 23 December 2020.
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g) The last traded market price for Skin Elements shares before the date of this letter was $0.071 on 15 December 2020.
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h) The highest and lowest market price for Skin Elements shares during the 3 months immediately before the notice are as follows:
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a. Highest: $0.095 on 8 December 2020
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b. Lowest: $0.017 on 28 October 2020
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i) As announced to ASX on 16 April 2020, the exercise of the Options has been underwritten. A copy of that announcement is attached and sets out the material terms of the underwriting agreement.
You can exercise all or part of your Options prior to the Expiry Date by providing to the Company your completed Option Exercise Form specifying the number of Options being exercised and a payment of funds for the total exercise price for the number of Options being exercised. The Option Exercise Form will only be effective when the Company has received the full amount of the exercise price.
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Instructions regarding the methods of payment are included in the enclosed Option Exercise Form. Overseas holders wishing to pay by electronic funds transfer should contact the Company on + 61 (8) 6311 1900 for bank account details.
To ensure that your Options are validly exercised before the Expiry Date, please pay the total Exercise Price before Thursday, 31 December 2020 so that it is received by the Expiry Date.
Further information
If you require more information on how to exercise your options, please contact the Company on + 61 (8) 6311 1900.
If you are unsure whether to exercise your options, please contact your stockbroker, financial adviser or other professional adviser.
For information on the Company, please visit http://skinelementslimited.com
This announcement is authorised by the Board of Directors of Skin Elements Limited.
ENDS
For further information, please contact: Peter Malone Media and Investor Inquiries Executive Chairman James Moses Skin Elements Limited Mandate Corporate T: +61 439 430 770 T: +61 420 991 574 E: [email protected] E: [email protected]
About Skin Elements
Skin Elements is an award winning Australian owned and operated ASX-listed skin care company focused on the development of natural and organic skin care products. Skin Elements innovative approach to organic chemical free products has enabled the creation of a portfolio of products that has been sold and distributed across the world. Its flagship products include the Invisi-Shield® natural organic alcohol-free sanitiser and disinfectant range, the Soléo Organics 100% natural and organic sunscreen, PapayaActivs natural therapeutics skincare, and the Elizabeth Jane Natural Cosmetics brand.
Further information is available via the Company website: http://skinelementslimited.com
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16 April 2020
$10.5M OPTIONS UNDERWRITING AGREEMENT
Skin Elements Limited (ASX:SKN) (the Company ) is pleased to announce that it has secured $10.5 million funding through an Underwriting Agreement with State Securities Pty Ltd to underwrite the exercise of its options expiring on 31 December 2020.
The Underwriting Agreement will guarantee that the Company receives $10.5 million ( Underwritten Amount ) from the exercise of the SKN Options, before costs.
These funds will support SKN’s global rollout of their recently launched Invisi-Shied natural hand sanitiser product range and the continued expansion of both production and marketing of its natural skincare products.
Underwriting Agreement
Pursuant to the Underwriting Agreement, State Securities Pty Ltd (the Underwriter ) has agreed to underwrite the exercise of 95,488,641 quoted options exercisable at $0.10 on or before 31 December 2020, and 36,493,274 unquoted options exercisable at $0.03 on or before 31 December 2020 (collectively, the SKN Options ) ( Underwriting Agreement ).
The Underwriter will subscribe for fully paid ordinary shares in the capital of the Company ( Shares ) and pay the option exercise price payable for the number of SKN Options that remain unexercised on the expiry date of 31 December 2020 ( Shortfall Shares ).
The Underwriter will receive an underwriting fee of 6% (excluding GST) on the Underwritten Amount.
Pursuant to Listing Rule 7.2 (Exception 10), the Company will issue the Shortfall Shares within 10 business days of the expiry date of the SKN Options.
The Underwriting Agreement is subject to the Company giving a shortfall notice to the Underwriter within 2 business days of the expiry date of the SKN Options. The Underwriting Agreement is otherwise subject to standard terms and conditions for an agreement of this type.
This announcement has been authorised by the Board of Directors.
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For further information, please contact:
Peter Malone Executive Chairman Skin Elements Limited T: +61 439 430 770 E: [email protected]
Media and Investor Inquiries James Moses Mandate Corporate T: +61 420 991 574 E: [email protected]
About Skin Elements
Skin Elements is an ASX-listed skin care company that has developed a complete range of natural organic skincare products. It has recently launched a new natural hand sanitiser range Invisi-Shield. The Company has developed a portfolio of products which include, the Soléo Organics 100% natural and organic sunscreen, the pawpaw based PapayaActivs natural therapeutic skincare, the Elizabeth Jane Natural Cosmetics brand, and the Invisi Shield skin medical range. The Company has completed a highly successful test marketing phase in major international markets for Soléo Organics and has regulatory approvals with the USA FDA, TGA and other significant regulators.
About State Securities Pty Ltd
State Securities Pty Ltd is a diverse financial services group with a long history in both property and equity markets and has an extensive network of high net worth individuals and s708 qualified sophisticated investors that support their innovative investment opportunities.
Further information is available via the Company website: http://skinelementslimited.com
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ACN 608 047 794
All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 ASX Code: SKNOA Email: [email protected] Website: www.linkmarketservices.com.au
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Conversion Ratio: 1 for 1 Expiry Date: 31/12/2020
NOTICE OF EXERCISE OF OPTIONS EXPIRING 31 DECEMBER 2020 EXERCISE PRICE $A0.10
PLEASE COMPLETE BELOW
I/We apply to exercise the following number of Options. Please allot me/us Ordinary Shares calculated on the basis of one (1) Ordinary Share for every one (1) Option which I/we exercise. I/We agree to accept such Shares subject to the Constitution of Skin Elements Limited.
NUMBER OF OPTIONS EXERCISED B TOTAL PAYMENT REQUIRED at $0.10 per , , . Option Exercised $A , , .
A NUMBER OF OPTIONS EXERCISED
You may exercise the Options wholly or in part. Please write in Box A the number of Options that you wish to exercise. If you do not indicate the number of Options you wish to Exercise, the Company will exercise as many Options as your accompanying payment will pay for. However, the number of Options exercised will not exceed the number of Options you hold.
C PAYMENT OPTIONS
Electronic Funds Transfer: Account Name: Skin Elements Limited BSB: 016 498 Account Number: 417206354 Payment Reference: please include your full name.
OR
Cheque Payment: Cheques must be drawn on an Australian branch of a financial institution in Australian currency and made payable to “Skin Elements Limited” and crossed “Not Negotiable”.
Cheque Number BSB Account Number
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YOUR CONTACT DETAILS
Please provide your telephone number where you can be contacted during business hours regarding your Notice, if necessary.
Telephone Number Contact Name (PRINT)
( )
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E HOW TO LODGE THE NOTICE OF EXERCISE OF OPTIONS
The completed notice with the accompanying payment must be emailed to
Craig Piercy, [email protected] OR mailed to Craig Piercy, Skin Elements Limited, 1242 Hay Street, West Perth WA 6005.
Personal Information Collection Notification Statement: Link Group advises that personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by Link Group organisations to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. Some or all of your personal information may be disclosed to contracted third parties, or related Link Group companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.
SKN OPT001