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VYSARN LIMITED — Capital/Financing Update 2020
May 28, 2020
66029_rns_2020-05-28_48d586ab-c5e2-4387-a29d-fee5d98c094a.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
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29 May 2020
NOTIFICATION TO INELIGIBLE SHAREHOLDERS
On 28 May 2020, Vysarn Limited ( ASX: VYS ) ( Vysarn ) announced that it was undertaking a pro-rata non-renounceable entitlement offer of new fully paid ordinary shares ( Entitlement Offer ). Vysarn will today provide the attached letter to shareholders who are not eligible to participate in the Entitlement Offer.
This ASX announcement has been authorised for release by the Board of Vysarn Limited.
For further information please contact:
James Clement Kyla Garic Managing Director Company Secretary Vysarn Limited Vysarn Limited Telephone: +61 8 9486 7244 Telephone: +61 8 9486 7244 Email: [email protected] Email: [email protected]
Not an offer
This announcement is for information purposes only and it is not, and does not constitute, an invitation, solicitation, recommendation or offer of securities for subscription, purchase or sale in any jurisdiction. This announcement is not financial product advice, investment advice or any recommendation (nor tax, accounting or legal advice) nor is it a recommendation to take part in the Entitlement Offer. This announcement has been prepared without taking into account the objectives, financial position and needs of any investor. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. Vysarn is not licensed to provide financial product advice in respect to the Entitlement Offer. This announcement is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This announcement should not be considered an offer or invitation to acquire entitlements or securities or any other financial products.
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
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29 May 2020
Dear Shareholder
NON-RENOUNCEABLE ENTITLEMENT OFFER – NOTIFICATION TO INELIGIBLE SHAREHOLDERS
I am writing to you as the registered holder of shares in Vysarn Limited (ASX: VYS) ( Vysarn or Company ) with a registered address outside of Australia and New Zealand.
On 18 May 2020, Vysarn announced that it was conducting a non-renounceable pro rata entitlement offer of new fully paid ordinary shares in the Company on the basis of three (3) new shares for every ten (10) shares held on the Record Date (as defined below) at $0.045 per new share to raise up to approximately $4,018,386 (before costs) ( Entitlement Offer ).
Funds raised from the Entitlement Offer will be used to strengthen the Company’s balance sheet in light of global economic uncertainty as a result of the COVID-19 pandemic, and will give the Company optionality to either execute its organic and acquisitive growth strategies, to pay down debt or to provide additional cash reserves should the core business see a contraction in work in the short to mid-term.
The Entitlement Offer is being made by way of a 'transaction specific prospectus’ in accordance with section 713 of the Corporations Act 2001 (Cth) (the Corporations Act ) and in accordance with section 708A(11) of the Corporations Act to facilitate the secondary trading of shares issued pursuant to the Entitlement Offer ( Prospectus ).
The Prospectus was lodged with ASIC and released on the ASX on 28 May 2020 and will be dispatched to Eligible Shareholders (as defined below) on or around 9 June 2020.
This is a letter to inform you that you are not an Eligible Shareholder for the purposes of the Entitlement Offer. This letter is not an offer to issue new shares to you, nor an invitation to apply for new shares. You are not required to do anything in response to this letter but there may be financial implications for you as a result of the Entitlement Offer that you should be aware of.
Eligibility Criteria
Shareholders who are eligible to participate in the Entitlement Offer ( Eligible Shareholders ) are those persons who:
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(a) are registered as a holder of fully paid ordinary shares in Vysarn as at 5.00pm (AWST) 3 June 2020 ( Record Date );
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(b) have a registered address on Vysarn’ share register that is in Australia or New Zealand or are a shareholder that Vysarn has otherwise determined is eligible to participate; and
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(c) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.
Vysarn has determined, pursuant to section 9A of the Corporations Act and ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers to shareholders in all countries outside Australia or New Zealand in connection with the Entitlement Offer ( Ineligible Shareholders ).
The Company has determined that it would be unreasonable on this occasion to extend participation in the Entitlement Offer to Ineligible Shareholders having regard to:
- (a) the number of Ineligible Shareholders;
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
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(b) the number and value of securities to be offered to Ineligible Shareholders; and
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(c) the cost to comply with overseas legal and regulatory requirements.
Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Shareholder as stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Corporations Act, Vysarn wishes to advise you that it will not be extending the Entitlement Offer to you and you will not be able to subscribe for new shares under the Entitlement Offer.
Further Information
If you have any questions in relation to any of the above matters, please contact the Company on +61 8 9486 7244 from 8.30am to 5.30pm (AWST), Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.
Yours sincerely
James Clement CEO and Managing Director +61 8 9486 7244 [email protected]
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