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USCOM LIMITED — Capital/Financing Update 2021
Nov 21, 2021
65979_rns_2021-11-21_aaa37122-540b-4627-8223-d75157ca973d.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
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22 November 2021
NON-RENOUNCEABLE RIGHTS ISSUE OFFER
Uscom Limited is pleased to announce that it will be undertaking a pro rata non-renounceable rights issue ( Offer ) of ordinary fully paid shares to Eligible Shareholders, being persons who are registered as shareholders of the Company on the record date of 25 November 2021 ( Record Date ) and have a registered address in Australia or New Zealand.
Shareholders are being offered the opportunity to subscribe for up to 3 new fully paid shares ordinary shares in the Company (each, a New Share ) for every 10 existing fully paid ordinary shares in the Company (each, a Share ) held at 7pm (Sydney time) on the Record Date.
The New Shares are being offered to Eligible Shareholders at a price of $0.11 per New Share ( Issue Price ), representing an approximately 15.3% discount to the closing price on Friday, 19 November 2021, and an approximately 16.67% discount to the volume weighted average price of Shares for the month prior to the announcement of the Rights Issue.
If fully subscribed, the Offer will raise up to approximately $5.17 million (before costs). Uscom has received confirmation from its three largest shareholders each intend to take up 100% of their entitlements under the Offer. The commitment from these three shareholders amounts to approximately $2.5 million.
The Offer is not underwritten.
Shareholders who, at the Record Date, have an address registered in either Australia or New Zealand, will be eligible to participate in the Offer. All other shareholders will not be eligible to participate.
New Shares issued pursuant to the Offer will rank equally with existing fully paid ordinary shares currently on issue and the Company will apply to ASX for official quotation of the New Shares.
Eligible Shareholders may also apply for additional new shares ( Additional New Shares ), being New Shares in excess of their pro rata entitlement under the Offer. The allocation of Additional New Shares and any scale back will be subject to availability of Additional New Shares and will occur in the Company's absolute discretion.
Use of Funds
It is intended that the proceeds from the Offer will be used in accordance with the table set out below.
| # | Purpose | Amount |
|---|---|---|
| 1. | Develop Chinese manufacturing capacity A pilot manufacturing partnership will be established in China to enable Uscom to maintain its market access during the Chinese local manufacture drive. Once the manufacturing facility is established, it is intended that the manufacture of the Uscom BP+ device will take place in China, again allowing Uscom to better target the massive Chinese market. |
$1.20 million |
Uscom Limited (ABN 35 091 028 090) Suite 2, Level 8, 66-74 Clarence Street, Sydney NSW 2000 T +612 9247 4144 F +612 9247 8157 www.uscom.com.au
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ASX Media Release
| 2. | Support global distribution growth Uscom has global distribution networks across five continents with a more than 100 individual salesforce. Activating and supporting this team is a substantial commitment and requires an expanded staff and infrastructure, with both expansions being expensive. |
$1.25 million |
|---|---|---|
| 3. | Growth capital-manufacture USCOM, SpiroSonic AIR and BP+ Uscom now has a 140% increase in device regions and requires a significant manufacturing ramp up to ensure there is an adequate stock of our 3 major products. Estimates of costs to manufacture an adequate stock are in the order of $1m and likely to increase. |
$1.50 million |
| 4. | Working capital and to pay the costs of the Rights Issue Managing the expanded global business divisions will require an increased number of employees, expanded international facilities and specialist advisory personnel. A portion of the funds raised under the Rights Issue will also be used to pay for the Rights Issue. |
$1.22 million |
Capital Structure
The capital structure of the Company following completion of the Offer is summarised below:
| Shares | 100% of entitlements paid up |
50% of entitlements paid up |
|---|---|---|
| Shares on issue at date of the offer |
156,590,391 | 156,590,391 |
| New shares offered under the offer |
46,977,118 | 23,488,559 |
| Total shares on completion of the offer |
203,567,509 | 180,078,950 |
Timetable
The Offer is proposed to be conducted according to the following timetable:
| Lodgement of Appendix 3B and Cleansing Notice for Rights Issue with ASX |
Monday, 22 November 2021 |
|---|---|
| "Ex" Date (i.e. the date on and from which Shares trade on ASX without an Entitlement) |
Wednesday, 24 November 2021 |
| Record Date (i.e. the time and date for determining Entitlements) |
7pm (Sydney time) on Thursday, 25 November 2021 |
| Despatch of Offer Booklet and Entitlement and Acceptance Form to Eligible Shareholders |
Friday, 26 November 2021 |
| Rights Issue Opening Date | 9am (Sydney time) on Monday, 29 November 2021 |
| Rights Issue Closing Date | 5pm (Sydney time) on Friday, 10 December 2021 |
| Trading in New Shares on ASX on a "deferred settlement basis" begins |
Monday, 13 December 2021 |
Uscom Limited (ABN 35 091 028 090) Suite 2, Level 8, 66 Clarence Street, Sydney, NSW, 2000, Australia T: +612 9247 4144 E: [email protected] W: www.uscom.com.au
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ASX Media Release
Announcement of results of Rights Issue as required Wednesday, 15 December 2021 by paragraph 2 of Appendix 7A of the Listing Rules Issue of New Shares to successful applicants under Thursday, 16 December 2021 the Rights Issue Trading in New Shares on ASX on a normal ("T+2") Friday, 17 December 2021 settlement basis begins
All dates (other than the date of lodgement of the Offer Document with ASX) are indicative only. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late acceptances, either generally or in particular cases, without notice.
On 26 November 2021, the Company will dispatch an Offer Document together with a personalised Entitlement and Acceptance Form to eligible shareholders. The Entitlement and Acceptance Form together with the appropriate application monies needs to be returned to the Company’s share registry before 5.00pm (Sydney time) on the anticipated closing date of 15 December 2021.
The Offer Document includes details of the Offer and the risks associated with investing in the Company. It is recommended that you read the Offer Document carefully and, if you are interested in participating in the Offer, consult with your professional advisers.
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Yours faithfully
Executive Chairman
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Uscom Contacts Rob Phillips Brett Crowley Chairman Company Secretary [email protected] [email protected]
This announcement is approved for release to the ASX by the Board of Uscom Limited.
Uscom Limited (ABN 35 091 028 090) Suite 2, Level 8, 66 Clarence Street, Sydney, NSW, 2000, Australia T: +612 9247 4144 E: [email protected] W: www.uscom.com.au