Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

VYSARN LIMITED Capital/Financing Update 2019

Sep 9, 2019

66029_rns_2019-09-09_a9adbcda-f3d9-484b-ba65-a721d001d347.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

10 September 2019

==> picture [148 x 57] intentionally omitted <==

ASX RELEASE

Less Than Marketable Parcel Share Sale Facility

The directors of Vysarn Limited (ASX:VYS) ( Company ) are pleased to announce details of a share sale facility ( Facility ) for holders of less than a marketable parcel of the Company’s shares (defined in the ASX Listing Rules as a parcel of securities of less than $500 in value) ( Less Than Marketable Parcel ). Of the Company’s 1,134 shareholders, approximately 227 hold Less Than Marketable Parcels, representing approximately 669,288 Shares or 0.22% of all issued shares.

A less than Marketable Parcel of Company shares will be any registered shareholding of 9,260 shares or less on the Record Date. The Record Date for the purposes of establishing holders of Less Than Marketable Parcels has been set 7:00pm (Sydney time) on 9 September 2019.

The Company is providing the Facility to holders of Less Than Marketable Parcels to sell their shares without incurring any costs that could otherwise make a sale of their shares uneconomic. In addition, the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.

The sale price will be equal to $0.054 being the issue price of Company shares under the Company’s recent capital raising completed in August 2019. Each shareholder who does not elect to retain their shareholding will have their shares sold through the Facility on or around 1 November 2019. Proceeds are expected to be distributed within fourteen days of the sale.

A summary of the key dates in relation to the Facility is as follows:

Event Date
Unmarketable Parcels Record Date 9 September 2019 at 7:00pm (Sydney time)
Unmarketable Parcels Announcement to ASX 10 September 2019
Letters sent to shareholders holding
Unmarketable Parcels
13 September 2019
Closing Date for receipt of Share Retention
Forms
1 November 2019 at 5:00pm (Sydney time)
Unmarketable Parcels Payment date Expected to be on or about 14 November 2019

Attached is a copy of the Notice of Intention to Sell, which will be sent to all shareholders holding Less Than Marketable Parcel of shares on the Record Date.

For further information, please contact the Company on +61 8 9486 7244.

Kyla Garic

Company Secretary

10 September 2019

Vysarn Limited | ABN: 41 124 212 175 | ACN: 124 212 175 | 108 Outram St, West Perth, WA 6005 | PO Box 1974, West Perth WA 6872 T +61 (0) 8 9486 7244 | F +61 (0) 8 9463 6373 | E [email protected] | vysarn.com.au

Dear Shareholder

NOTICE OF INTENTION TO SELL SHARES OF LESS THAN MARKETABLE PARCEL

The Board of Directors of Vysarn Limited (ASX:VYS) ( Company ) are pleased to announce the Company will commence the process for the sale of ordinary shares ( shares ) for holders who hold less than a “marketable parcel” (defined in the ASX Listing Rules as a parcel of securities of less than $500 in value) ( Less Than Marketable Parcel ) ( Less Than Marketable Parcel Sale ).

This offer applies to shareholders who at 7:00pm (Sydney time) on 9 September 2019 participate in this share sale facility.

The Company is offering this facility as it provides the following benefits:

  • Holders of less than a marketable parcel have the opportunity to sell their shares without incurring any brokerage or handling costs which, in proportion to the value of their holding, may otherwise render a sale unattractive or uneconomical; and

  • The expense and administration involved in maintaining shareholders with less than a marketable parcel is reduced.

As at the Record Date, the Company has approximately 1,134 shareholders of which approximately 227 shareholders hold less than a marketable parcel of shares that in aggregate represent approximately 669,288 Shares or 0.22% of all issued shares.

You may choose to retain your holding otherwise the Company will sell all of your existing holding as explained below.

1. Sell all of your Less Than Marketable Parcel

The Company is authorised under Schedule 4 of its Constitution to sell your shares following the closing date of 5:00pm Sydney time on 1 November 2019 ( Closing Date ). Your shares will be pooled with other shares under this facility and sold as soon as practicable after the Closing Date.

The price you receive for each share sold through this facility will be $0.054, being the issue price of Company shares under the Company’s recent capital raising completed in August 2019.

Australian residents will be paid their sale proceeds in Australian dollars by direct credit to an account held with an Australian Financial Institution as registered on the Share Register as at the closing date. You must complete and return the enclosed Share Sale Retention Form. If your bank account details are not held on the Share Register as at the closing, sale proceeds will be paid by cheque.

Non-resident holders who do not have an account with an Australian Financial Institution will be paid in Australian dollars by cheque.

All costs associated with the sale of your Shares will be borne by the Company. No brokerage will be payable by you.

If your shares are held in a CHESS holding, the Company may, after the Closing Date, initiate a holding adjustment to move your shares to the issuer sponsored sub-register for the purpose of this facility.

Any tax consequences arising from the sale or buy-back of your shares will be your responsibility.

==> picture [43 x 43] intentionally omitted <==

Page 2 of 3

2. Retain your existing holding

If you wish to retain your existing holding then you must either:

  • correctly complete, sign and return the enclosed Share Sale Retention Form and return it to Automic Group – GPO Box 5193 Sydney 2001 or lodges it online at; https://investor.automic.com.au/#home so that it is received by 5:00pm Sydney time on 1 November 2019, being the Closing Date of this facility; or

  • arrange to have multiple holdings consolidated into the one holding which has 9,260 or more shares on the Closing Date; or

  • make your own arrangements outside of this facility to purchase additional shares so that you are the registered holder of 9,260 or more shares within the one holding of the Closing Date.

If you successfully take one of these steps, the Company will not be entitled to sell your shares.

Important Information

The Company reserves the right to vary, delay or terminate this sale facility by notice to the ASX.

The Company is not bound to sell any or all of the shares that may be available for it to sell under this facility, and there is no guarantee that the Company will be able to sell your shares.

The Company will determine whether a shareholder has a less than marketable parcel as at the Record Date. The Company will not have any reference to any increase in the price of shares after the Record Date in determining whose shares may be sold or bought back pursuant to this facility.

If you have a Less Than Marketable Parcel as at the Record Date, then unless you take one of the steps outlined in Step 2 of this letter, the Company will be entitled to sell your shares under this facility.

The Company nor any other person involved in the facility shall be liable for the failure to sell the shares. The price of Company shares is subject to change and an up-to-date price can be determined from the ASX website (www.asx.com.au) under the code “VYS” from 11 September 2019.

The Company does not make any recommendation or provide any advice to you regarding whether to sell your holding under this facility or retain your existing holding.

If you require advice as to whether to sell your shares, please consult your legal, financial or taxation adviser.

For further information, please contact the Company on +61 8 9486 7244.

Yours sincerely

Kyla Garic

Company Secretary

==> picture [43 x 43] intentionally omitted <==

Page 3 of 3

==> picture [124 x 48] intentionally omitted <==

Vysarn Limited | ABN: 41 124 212 175

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

==> picture [97 x 91] intentionally omitted <==

==> picture [96 x 10] intentionally omitted <==

----- Start of picture text -----

Return your Form:
----- End of picture text -----

By Mail: GPO Box 5193, Sydney NSW 2001 For All enquiries 1300 288 664 (within Australia) +61 2 9698 5414 (international)

Record Date:7pm (AEST) Monday, 1 September 2019 No. of Securities Held: [Securities] Security Code: VYS Holder Reference (SRN/HIN): [HolderNumber]

LESS THAN MARKETABLE PARCEL:SHARE SALE ELECTION FORM

IMPORTANT: YOUR ELECTION MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON FRIDAY 1 NOVEMBER 2019.

This is an important document and requires your immediate attention. This document should be read in conjunction with the enclosed shareholder letter. If you are in any doubt as to how to deal with this form, you should consult your professional advisor. Option A: Elect Online (Recommended)

Visit https://investor.automic.com.au/#/home

To elect online, simply scan the barcode to the right with your tablet or mobile device or enter the above link into your

browser. Instructions lodging your election online and accessing this portal are provided in the section overleaf.

  • It’s fast and simple: Electing online is very easy to do, it eliminates any postal delays and removes any potential risk of it being lost in transit.

  • It’s secure and confirmed: Electing online provides you with greater privacy over your instructions and provides you with confirmation that your Election has been successfully processed.

==> picture [67 x 67] intentionally omitted <==

Option B: Paper Election

Step 1: Make your election below:

A PLEASE TICK THE BOX TO INDICATE YOU WISH TO RETAIN YOUR SHARES

==> picture [541 x 126] intentionally omitted <==

----- Start of picture text -----

B REQUEST FOR DIRECT CREDITING OF PAYMENTS – SELL YOUR SHARES
Please provide your EFT details below.
BSB Number Account Number DO NOT USE YOUR CARD NUMBER
If you are unsure of your account or BSB
- number, please check with your bank,
building society or credit union.
Name in which account is held ( e.g.: John Smith )
Note: Do not complete section B if you wish to retain your shares. By completing your details online OR above you are agreeing to
the sale of your shares even if you tick the above box in section A.
----- End of picture text -----

Step 2: Provide your contact details:

Telephone Number Contact Name (PLEASE PRINT) Email Address SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

Step 3: Sign and return the form in accordance with the instructions provided:

I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.

I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have
priority over all previous instructions relating to payments to which I/we am/are entitled to be paid in cash.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director or Sole Director &
Sole Company Secretary
Director
Director/Company Secretary

~~+~~

INSTRUCTIONS FOR COMPLETION OF THIS FORM

ELECTION OPTIONS

A: RETENTION OF SHARES

If you wish to retain your shares, please place a tick in the box provided. Should you validly sign the form but fail to place a tick in the box, it will be at the Company’s discretion as to whether or not it is your intention to retain your shares.

B: SELLING YOUR SHARES - REQUEST FOR DIRECT CREDITING OF PAYMENTS

If you wish to sell your shares, please provide your bank details in this section. Do not complete this section if you wish to retain your shares. If you provide your direct credit instruction details, you are agreeing to the sale of your shares even if you have placed a tick in Box A.

SIGNING REQUIREMENTS

Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all of the Shareholders must sign. Power of Attorney : If any signatory signs under Power of Attorney, please attach an originally certified photocopy of the Power of Attorney to this Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the box which indicates the office held by you.

Estates: If any signatory signs in the capacity of Executor/s, please attach to this Form when you return it, a certified photocopy of the Probate or Death Certificate together with the Will.

LODGING YOUR SHARE SALE FACILITY FORM

IMPORTANT! Election Forms cannot be returned by fax or email.

Your Acceptance Form must be returned via one of the return methods provided below.

Due to recent changes to delivery times by Australia Post, standard delivery may now take up to six Business Days, or longer from regional areas. Shareholders should bear this in mind when returning Election Forms using Australia Post.

ONLINE

Visit https://investor.automic.com.au Login with your existing Username and Password

Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts.

If you have not yet established an online account, visit https://investor.automic.com.au/#/signup

  1. Select "Vysarn Limited" from the dropdown list in the Issuer Name Field

  2. Enter your Holder Reference (SRN/HIN) as shown on the top of this letter

  3. Enter your postcode OR country of residence (only if outside Australia)

  4. Tick the box "I'm not a robot" and then select "Next"

  5. Complete the prompts to set up your username and password details

Once you are logged in, select “Offers” from the left-hand vertical menu and follow the prompts.

BY MAIL Vysarn Limited – Small Share Sale Facility C/- Automic Group GPO Box 5193 Sydney NSW 2001

BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEST) Automic Group Level 5 126 Phillip Street Sydney NSW 2000

YOUR SHARE SALE FACILITY FORM MUST BE RECEIVED BY NO LATER THAN 5.00PM (AEST) ON FRIDAY 1 NOVEMBER 2019