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SPENDA LIMITED — Capital/Financing Update 2009
Aug 2, 2009
65849_rns_2009-08-02_8328ad8c-accc-4cfe-bcdf-c8189588b34f.pdf
Capital/Financing Update
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Medic Vision Limited ("Medic Vision" or the "Company")
Convertible Note issue / Reinstatement of ASX Listing / Update re proposed legal action against Grindlays
Melbourne, 3 August 2009
Medic Vision (ASX/AIM: MVH) is pleased to announce the successful completion of an issue of Unsecured Convertible Notes (the "Convertible Note(s)"), subject to shareholder approval at the extraordinary general meeting ("EGM") to be convened in September 2009, raising AU$848,980 (gross). To date Medic Vision has received AU$783,980 in cleared bank funds. The outstanding funds of AU$65,000 are expected to be received no later than 21 August 2009.
The only fees payable in relation to the issue of the Convertible Notes is a fee of AU$4,500, which is being paid via the issue, subject to shareholder approval, of 100,000 ordinary shares ("Ordinary Shares"). Application will be made for the Ordinary Shares to be admitted to trading on AIM and the ASX.
The terms of the Convertible Note issue are as follows:
| Date of issue | Immediatelyfollowingapproval of the issue ofthe Convertible Notes atthe EGM to be held inSeptember 2009 |
|---|---|
| Number of Convertible Notes to be issued | 23 |
| Cleared bank funds to date | AU$783,980 |
| Promised but not cleared funds to date | AU$65,000 |
| Interest rate payable monthly in arrears (commencing 1 June 2009): | 8.5% pa |
| Voting rights or other entitlements: | Nil |
| Transferability: | Unlisted/Non-transferable |
| Conversion price into shares in Medic Vision(ratio 1:1 exercisable after 6 months from the date of issue): | AU$0.02 per share |
| Final conversion/redemption date from issue: | 1 June 2010 |
| Number of new shares to be issued upon conversion (assuming full conversion): 42,449,000 |
The following subscribers for Convertible Notes are deemed to be related parties:
| Related Party | Number ofOrdinaryShares Held | Percentageof IssuedShareCapital | Number ofExistingWarrantsheld overOrdinaryShares | Value ofConvertibleNotes to beSubscribed(AUD$) | Number of newshares to beissued uponconversion |
|---|---|---|---|---|---|
| Ross Horley | 5,213,074 | 4.90 | 3,500,000options | AU$10,000 | 500,000 |
| Anthony MeatsSuperannuationFund | 1,050,000 | 0.99 | Nil | AU$200,000 | 10,000,000 |
| Frank CannavoInvestmentsPty Ltd | 1,562,500 | 1.47 | 2,500,000options | AU$100,000 | 5,000,000 |
| PescoInvestmentsPty Ltd | Nil | Nil | Nil | AU$20,000 | 1,000,000 |
|---|---|---|---|---|---|
| Frank CannavoSuperannuationFund | 1,450,000 | 1.36 | Nil | AU$50,000 | 2,500,000 |
| Flavours Fruitand Veg Supply | Nil | Nil | Nil | AU$20,000 | 1,000,000 |
| Thirty EightVobarb PtyLimited | Nil | Nil | Nil | AU$10,000 | 500,000 |
Accordingly, the independent directors of the Company (being Ratnarajah Navaratnam and Ponnambalam Sivasubramaniam) consider, having consulted with Strand Partners Limited, that the terms of the issue of the Convertible Notes are fair and reasonable insofar as the Company's shareholders are concerned.
Further to the Company's announcement, on 2 March 2009, regarding the board of the Company (the "Board") considering pursuing legal action against Grindlays Capital Pty Ltd ("Grindlays"), the Board has decided not to pursue such legal action as the Board has been advised that the Company is unlikely to recover sufficient funds from Grindlays to make such action worthwhile. The Board also believes that it is a more prudent use of management time to continue to focus on developing Medic Vision's business opportunities, rather than in pursuing potentially time consuming and costly legal action.
The Company is currently in discussion with the ASX and its auditors regarding Medic Vision's reinstatement to ASX listing. A further announcement in relation to this issue will be made in due course.
Medic Vision CEO, Mr Vince Leone commented:
"We are extremely pleased that our Convertible Note issue closed oversubscribed, especially given the current global financial market. The board believes that this is a strong endorsement of the Company's new management and the potential of Medic Vision. The funding provides additional working capital, which the directors believe satisfies the going concern requirements and the Company's financial condition requirement under ASX Listing Rule 12.2 to enable Medic Vision's reinstatement to the official list of the exchange.
Medic Vision's primary focus now is to deliver on its pipeline of opportunities both in Australia and globally."
For further information contact:
| Vince Leone | Email: [email protected] |
|---|---|
| Chief Executive Officer & President | Mob: +61 421 054 140 |
| Medic Vision | |
| Stuart Faulkner / David Altberg | Tel: +44 20 7409 3494 |
| Strand Partners Limited | |
| Ruari McGirr | Tel: +44 20 7628 5582 |
| St Helen's Capital Plc |
Background on Medic Vision Limited
Medic Vision is a technology based company specialising in the application of technology for surgical and medical skills training. Medic Vision provides consulting services in the development of skills training centres as well as developing and deploying computer-based surgical and medical high fidelity simulators.
See www.medicvision.com.au for more details