AI assistant
SPRINTEX LIMITED — Capital/Financing Update 2009
Sep 1, 2009
65799_rns_2009-09-01_9f763621-a6d4-49e3-aa31-f2fdf33b65e4.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [174 x 79] intentionally omitted <==
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