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SPRINTEX LIMITED Capital/Financing Update 2009

Sep 1, 2009

65799_rns_2009-09-01_9f763621-a6d4-49e3-aa31-f2fdf33b65e4.pdf

Capital/Financing Update

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AUTOMOTIVE TECHNOLOGY GROUP LIMITED

ABN: 38 106 337 599

ASX ANNOUNCEMENT

1 September 2009

NOTICE UNDER SECTION 708AA OF THE CORPORATIONS ACT

As announced to ASX on 26 August 2009, Automotive Technology Group Limited (ASX: ATJ) (ATJ) will be offering its eligible shareholders the opportunity to acquire additional fully paid ordinary shares in the capital of ATJ via a one (1) for one (1) non-renounceable pro rata rights issue at an issue price of $0.05 per new ATJ share (Rights Issue).

The Rights Issue will be conducted without a prospectus in accordance with the Section 708AA of the Corporations Act 2001 (Cth) (Act). An offer document containing details of the Rights Issue will be sent to shareholders on 14 September 2009.

The issue price of the new ATJ shares represents a discount of approximately 17% to the closing market price of ATJ shares on 31 August 2009, being the date Shares last traded on the ASX.

The Rights Issue will raise a maximum of $5.8 million if all rights are taken up (based on ATJ’s undiluted share capital as at the date of this notice). Proceeds from the Rights Issue will be used for payment of creditors, working capital and to review and develop new business opportunities.

The Rights Issue is partially underwritten to an amount of $1,000,000, by Michael and Megan Wilson (Underwriter).

In addition, entities associated with Steven Apedaile and Richard Siemens (both Directors of ATJ) and Euro Mark Limited and the Underwriter have agreed to collectively subscribe for 54,282,837 new ATJ Shares under their respective entitlements under the Rights Issue.

Shareholders will also be invited to apply to participate in any shortfall under the Rights Issue. The Directors reserve the right to issue the shortfall in their discretion, and may issue the shortfall shares to existing shareholders or sophisticated or professional investors.

Following this announcement is an Appendix 3B in relation to the Rights Issue.

The anticipated timetable for the Rights Issue is as follows:

Event Proposed Date
Lodgement
of
Rights
Issue
Offer
Document,
Cleansing Notice and Appendix 3B with ASX.
Tuesday 1 September 2009
Letter sent to shareholders containing details of the
proposed timetable
Thursday 3 September 2009
“Ex” Date - The date on which ATJ shares
commence trading without the entitlement to
participate in the Rights Issue
Friday 4 September 2009
Record
Date

The
date
for
determining
entitlements of Shareholders to participate in the
Rights Issue
Thursday 10 September 2009
Despatch of Offer Document and entitlement and
acceptance forms to shareholders
Tuesday 15 September 2009
Closing Date - The last day for receipt of
acceptance forms (5.00pm Perth time)
Tuesday 29 September 2009
Despatch date. Allotment of shares under the
Rights Issue
Thursday 8 October 2009
Expected commencement of trading in new shares
on ASX
Friday 9 October 2009

Subject to the ASX Listing Rules, the Directors reserve the right to vary these dates for the Rights Issue at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue and normal trading of the shares under the Rights Issue.

NOTICE UNDER SECTION 708AA OF ACT

ATJ hereby gives notice that:

  • (a) the securities being offered under the Rights Issue will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

  • (b) ATJ is providing this notice under paragraph 2(f) of Section 708AA of the Act;

  • (c) as at the date of this announcement ATJ has complied with the provisions of Chapter 2M of the Act as they apply to ATJ and section 674 of the Act;

  • (d) as at the date of this announcement there is no information that:

  • (i) has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • (B) the rights and liabilities attaching to the Shares,

which is not set out in this notice; and

  • (e) the potential effect the Rights Issue will have on the control of ATJ and the consequences of that effect is as follows:

CONTROL EFFECT OF THE RIGHTS ISSUE

An analysis of the changes in control has been undertaken to indicate the effect on the total relevant interests in the voting Shares of ATJ held by the following shareholders:

  • (a) certain entities associated with Richard Siemens (a Director of ATJ);

  • (b) certain entities associated with Steven Apedaile (a Director of ATJ);

  • (c) the Underwriter (Michael and Megan Wilson); and

  • (d) Euro Mark Limited,

(together, Agreement Shareholders).

These particular Agreement Shareholders have entered into agreements with ATJ pursuant to which they have each agreed with the ATJ to subscribe for certain amounts of Shares under their respective entitlements in the Rights Issue (as set out below).

The various control effect scenarios set out below assumes that each of these Agreement Shareholders have taken up the amounts agreed to be subscribed for under the abovementioned agreements, being a total of 54,282,837 Shares.

Agreement
Shareholders
Shares
currently held
by Agreement
Shareholder
Shares that
will be
subscribed for
under
agreement
(including
underwriting)
% of Total
Shares if_100%
_take up of

entitlements
(233,239,500
Shares on
issue)
% of Total
Shares if_50%
_take up of

entitlements
by remaining
Shareholders
(202,071,043
Shares on
issue)
% of Total
Shares if_0%
_take up of

entitlements
by remaining
Shareholders
(170,902,587
Shares on
issue)
Entities
associated with
Richard Siemens
19,830,170 9,915,085 12.75% 14.72% 17.40%
Entities
associated with
Steven Apedaile
14,996,930 4,000,000 8.14% 9.40% 11.12%
Euro Mark Limited 21,395,504 10,697,752 13.76% 15.88% 18.78%
Megan and
Michael Wilson
9,670,000 29,670,000 16.86% 19.47% 23.02%
Total 65,892,604 54,282,837 51.51% 59.47% 70.32%

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Automotive Technology Group

ABN

38 106 337 599

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Fully paid ordinary shares issued 2 Number of[+] securities issued or to 116,619,750 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Fully Paid Ordinary Shares (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.05 per Share 6 Purpose of the issue Entitlement Issue to Shareholders (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 8 October 2009 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 233,239,500 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
7,500,000
17,099,500
17,099,500
30 cent Options to
acquire one (1) share
in
the
Company
exercisable
on
or
before 31 Dec 2010
Class A Performance
Shares
Class B Performance
Shares

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
No
Non-renounceable
1 Ordinary Share for every 1 Share held
Ordinary Shares
10 September 2009
N/A
Rounding Up
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18
Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
N/A
29 September 2009
Michael and Megan Wilson
5%
N/A

N/A
N/A
N/A
15 September 2009
2 September 2009
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

30 How do[+] security holders sell their N/A entitlements in full through a broker? 31 How do[+] security holders sell part N/A of their entitlements through a broker and accept for the balance?

  • 32 How do[+] security holders dispose of N/A their entitlements (except by sale through a broker)?

  • 33 +Despatch date 8 October 2009

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a) X Securities described in Part 1

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37[A copy of any trust deed for the additional ][+][securities ]
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

JAY STEPHENSON COMPANY SECRETARY

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003