On behalf of the Board of Directors, I am pleased to advise that Medivac Limited (“MDV” or “Company”) has introduced a share purchase plan (“Plan”).
The Plan will be on similar terms to the recent placement to sophisticated investors including entities associated with significant shareholders The Copulos Group, and Shayden Nominees, and Executive Chairman Paul McPherson. Pursuant to the Plan, MDV will offer to all eligible shareholders (see conditions below), irrespective of the size of their respective shareholding (“Offer”), the opportunity to subscribe for up to AUD$15,000 worth of new fully paid ordinary shares in the Company (“Plan Shares”). The Offer is open to all MDV shareholders who are registered as holders of shares in the Company at 7.00pm (EAST) on 14 July 2010 (“Record Date”) and whose address as recorded in the register is in Australia or New Zealand (each an “Eligible Member”).
The Company previously offered an SPP to eligible shareholders on 15 September 2009 which is within the 12 month period imposed by ASX Listing Rules 7.2 exception 15, and 10.12 exception 8. Accordingly, any eligible shareholder who participated in that SPP to the permitted maximum of $15,000, is not eligible to participate in this Offer announced on 15 July 2010. Shareholders who participated in the September 2009 SPP for an amount less than $15,000 are eligible to participate in this Offer for an amount equivalent to the difference.
For example, if an eligible shareholder participated in the September 2009 SPP for an amount of $10,000 then that shareholder may only participate in this Offer for an amount of up to $5,000. Full details of the Offer are set out in the attached Terms and Conditions and Application Form Purpose of the Plan.
The funds raised under the Plan will be used to:
a) Finalise development of a new-concept MetaMizer for domestic and export markets. The new MetaMizer will have increased capacity, extended longevity and reliability, and reduced maintenance requirements. Funds will be used to complete the development and building of the prototype and the necessary trials, testing, registration and documentation. The company is concurrently building a strong prospective pipeline of sales opportunities both overseas and in Australia.
b) Build inventory for the rollout of SunnyWipes Antimicrobial Gel range into the professional market, following the recently announced TGA approval, and for associated marketing support. the Company is currently seeking listing for its range in the key Public Hospital systems (e.g. Hospital Purchasing Victoria (HPV)).
c)Complete further work necessary for TGA approval of the Company's General Virucidal and Antimicrobial Workplace Wipes.
d)Undertake further product development with SunnyWipes to launch line extensions leveraging the Company's unique intellectual property and to support the above launch into the professional channels. The Offer allows Eligible Members to increase their holdings into a more meaningful and financially viable marketable parcel of shares without incurring any brokerage and associated charges.
It also offers Eligible Members the opportunity to support the growth of the Company by making a direct cash investment into MDV. The Company is excited with the opportunities being pursued across both its SunnyWipes and MetaMizer businesses and encourages Shareholders to participate at this time.
Important Information
The issue price of the Plan Shares will be 0.7 cents per Plan Share which was the price at which a placement to sophisticated investors was made on 8 July 2010.
The average share price for the 5 days prior to the Announcement Date was 0.8 cents and the offer price is 87.5% of that.
The Plan opens on 22 July 2010 and will close on 5 August 2010 ("Closing Date").
Under the Plan, each Eligible Member may subscribe for a parcel of Plan Shares valued at either AUD2,000, AUD5,000, AUD10,000 or AUD15,000, subject to the maximum amount limitation in any 12 month period imposed by the ASX Listing Rules.
No brokerage, commission, stamp duty or other transaction costs will be payable by any shareholders in respect of their application for, and issue of, Plan Shares.
The Plan is not underwritten. The closing price of MDV shares as at 15 July 2010 was 0.8 cents. Eligible Members should appreciate that the market price for the MDV shares may change between the date of the Offer, and the date when the Plan Shares are issued to applicants under the Plan, with the effect that the issue price may be more or less than the market price for those securities on the day of issue. Members should seek their own independent legal and/or financial advice prior to making an application for Plan Shares and should specifically consider the risk of movement in market value of MDV's shares between the date of Offer and date of issue. How to Apply for Plan Shares If you would like to participate in the Plan, please carefully read the attached Terms and Conditions, and return your completed Application Form, together with your cheque for the value of Plan Shares applied for.
Your Application Form must be received on or before 5.00pm (EAST) on the Closing Date. Directors' Participation With the exception of Directors S Copulos and PD McPherson, each of whom participated in the recent Special Placement, each MDV director intends to participate in the Plan. If you have any questions in relation to the above matter, please contact Mr Paul McPherson, Executive Chairman on 0411 428 734. Yours faithfully Paul McPherson Executive Chairman
The following sets out the terms and conditions for the Share Purchase Plan ("the Plan"). By returning the Application Form, you will have agreed to be bound by these Terms and Conditions and the Company’s Constitution. The Plan is being conducted in accordance with Class Order 09/425 issued by the Australian Securities and Investments Commission (“ASIC”) on 18 June 2009 as amended. Accordingly, the Company is exempted from the requirements contained in Parts 6D.2 and 6D.3 of the Corporations Act 2001 (Cth).
The Company is not required, and will not be issuing a prospectus in relation to the Plan. The Company will conduct the Plan so that it complies with ASX Listing Rules 7.1 and 10.11 to the extent necessary to permit MDV, without obtaining shareholder approval, to issue up to $15,000 worth of Plan Shares to each Eligible Shareholder, including related parties, who subscribe under the Plan. Accordingly, the Company will not be seeking the approval of shareholders in relation to the implementation of the Plan. 1.Key Dates This timetable is indicative only. The Company reserves the right to vary the details contained in this indicative timetable without notice. On 8 July 2010 the Company issued a cleansing notice in accordance with section 708A(6) of the Corporations Act.
In accordance with Class Order 09/425 issued by ASIC, the Company is not required to issue a further cleansing notice for the Plan. 2.Eligibility to participate
(a)Those members of the Company who will be eligible to apply for shares in the issued capital of the Company (each a “Plan Share”) under the Offer (each an “Eligible Member”) are those who: are recorded in the Company’s register of members at 7.00pm EAST on the record date of 14 July 2010 (“Record Date”); Did not participate to the maximum permitted amount of $15,000 in the Share Purchase Plan offered on 15 September 2009: and have an address (as recorded in the Company’s register of members ) in Australia or New Zealand.
(b)This Offer does not constitute an offer in any jurisdiction which, or to any person to whom, it would not be lawful, in the reasonable opinion of the Company, to make such an offer. Shareholders who hold MDV shares on behalf of persons who reside outside Australia or New Zealand ("Ineligible Persons") or who act for the account or benefit of Ineligible Persons are not entitled to participate in the Plan.
(c)Shareholders who are joint holders of shares are taken to be a single registered holder of MDV shares for the purposes of determining whether they are an Eligible Member.
(d)Where a trustee or nominee is a registered holder of MDV shares and is expressly noted on the share register as holding MDV shares on account of another person ("a Beneficiary"), the Beneficiary will be taken to be the registered holder of those MDV shares. In this instance, an application or issue of Plan Shares to the trustee or nominee will be taken to be an application or an issue to the Beneficiary.
(e)If you are an Eligible Member, your rights under this Offer are personal to you and are non-renounceable, which means you cannot transfer your rights to another person.
(f)Where a registered shareholder is a custodian, the custodian may subscribe for Plan Shares on behalf of eligible beneficial holders with a total application price exceeding $15,000 only if they complete and return the attached custodian certificate with their application.
3.Offer Price (a)The issue price of the Plan Shares will be 0.7 cents per Plan Share, which is the same price at which a placement to sophisticated investors was made on 8 July 2010. The average price over the 5 days prior to the Announcement date was 0.8 cents; and
(b)The closing price of MDV shares as at 15 July 2010 was 0.8 cents. Eligible Members should appreciate that the market price for the MDV shares may change between the date of the Offer, and the date when the Plan Shares are issued to applicants under the Plan, with the effect that the issue price may be more or less than the market price for those securities on the day of issue. Shareholders should seek their own independent legal and/or financial advice prior to making an application for Plan Shares and should specifically consider the risk of movement in market value of MDV's shares between the date of Offer and date of issue.
4.Applying for Plan Shares (a)Participation in the Plan is optional. Eligible Members may apply to purchase a parcel of Plan Shares with a value of either AUD2,000, AUD5,000, AUD10,000 or AUD15,000. Under ASX Listing Rules 7.2 Exception 15 and 10.12 Exception 8, the number of shares issued under a share purchase plan must not be greater than 30% of the number of fully paid shares already on issue. In this case the applicable date for the 30% calculation is 8 September 2009. The Company reserves absolute discretion to scale back applications under the Plan to a level that it considers reasonable for its requirements, having regard to the 30% maximum.
(b) Eligible Members wishing to participate in the Plan, must follow the instructions on the Application Form and complete the Application Form and provide a cheque or money order to the Company (at the address set out in the Application Form), so that it is received by the share registry by 5.00 pm (EAST) on 5 August 2010 ("the Closing Date").
(c)Eligible Members who apply for Plan Shares under the Plan will apply for a certain value, rather than a certain number, of Plan Shares. The Company will divide the parcel value selected by the Issue Price (as determined under clause 3(a)) in order to determine the number of Plan Shares applied for (rounded up or down to the nearest whole number).
(d)Eligible Members who receive more than one Offer under the Plan (for example, because they hold MDV shares in more than one capacity) may apply on different Application Forms for Plan Shares but may not apply for Plan Shares with an aggregate value of more than AUD15,000.
(e)MDV may accept or reject applications for Plan Shares at its discretion. For instance, the Company may reject any application in the following circumstances (among others): (i)an Application Form is incorrectly completed, incomplete or otherwise determined by MDV to be invalid; (ii)an Application Form is not received by the Closing Date. (iii)an application is for less than AUD2,000 worth of Plan Shares; (iv)the cheque accompanying an Application Form is dishonoured or is not made out for the amount corresponding to the amount of Plan Shares applied for; (v)it appears that an applicant is applying to buy more than an aggregate of AUD15,000 of Plan Shares; (vi)MDV believes an applicant is not an Eligible Member (subject to compliance with any applicable Australian Securities and Investments Commission or ASX requirements). (vii)MDV believes that acceptance of the application or issue of the Plan Shares may be contrary to any applicable law or regulation.
(f)MDV reserves the right to complete or amend any Application Form received if such amendment would assist or permit the Company and or the shareholder to issue/receive shares under the Plan. Furthermore, the Company reserves the right to issue fewer Plan Shares than an Eligible Member applied for under the Plan (or none at all) if it believes that the allotment of those Plan Shares would contravene any law or the Listing Rules of the ASX.
(g)In accordance with ASX Listing Rule 7.2 Exception 15, no more than 30% of MDV's issued ordinary shares as at 8 September 2009 may be issued under the Plan without receiving shareholder approval. The Company does not propose seeking shareholder approval for the Plan and accordingly, does not intend issuing more than 30% of MDV's issued ordinary shares as at 8 September 2009 under the Plan. If the issue price calculated in accordance with clause 3(a) would result in the number of Plan Shares subscribed for being more than 30% of MDV’s issued ordinary shares as at 8 September 2009 then MDV may, at its discretion, undertake a scaleback of the Offer to the extent and in the manner it sees fit. If there is a scaleback applicants may receive fewer than the parcel of Plan Shares for which they applied.
(h)If for whatever reason an applicant receives fewer than the parcel of Plan Shares for which they applied then the Company will refund without interest the difference between the value of the Plan Shares allotted and the number of Plan Shares applied for.
5.Issue of Plan Shares
(a)Plan Shares issued under the Plan shall rank equally with, and have the same terms as the Company’s other listed fully paid ordinary shares. Application will be made to ASX for quotation of the Plan Shares.
(b)It is intended that the Plan Shares will be allotted within 10 business days of the Closing Date. Shareholders will be issued with a holding statement or confirmation shortly after the allotment of the Plan Shares.
(c)Any proposed date in these Terms and Conditions relating to quotation and trading of the Plan Shares is indicative only. Any person who trades any shares before receiving a holding statement does so at their own risk.
(d)Because of the limitation imposed on certain of the eligible shareholders who participated on the September 2009 Plan, and the ASX Listing Rule that limits the maximum issue to 30% of the issued capital as at 8 September 2009, it is not possible for this Offer to be fully subscribed at AUD15,000. The maximum possible issue as a result of this Offer is 28,038,486 ORD shares which would raise from existing Shareholders approximately AUD196,269.
If the total applications received is in excess of this number, then all applications will be scaled back. The Plan will not be underwritten.
6.Conditions of Application
(a)Shareholders who apply to participate in the Plan by completing and returning the Application Form: (i)represent that they are an Eligible Member; (ii)confirm that they have not applied for more than AUD15,000 of Plan Shares under the Plan, including participation in the September 2009 SPP, even though they may have received more than one offer under the Plan or received offers in more than one capacity under the Plan; (iii)agree that their application is made on the Terms and Conditions of the Plan set out in these Terms and Conditions and the Application Form; (iv)accept that they will not be able to withdraw or revoke their application once they have sent it in; (v)authorise MDV (and its officers or agents) to correct any error or omission in their Application Form and to complete the Application Form by the insertion of any missing details; (vi)acknowledge that MDV may at any time determine that their Application Form is valid, in accordance with the Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective; (vii)acknowledge that the Plan Shares have not, and will not be, registered under the securities laws of any state or jurisdiction outside of Australia or New Zealand; (viii)are responsible for any dishonour fees or other costs MDV may incur in presenting a cheque for payment which is dishonoured; (ix)acknowledge that neither MDV nor Link Market Services Limited has provided any investment advice or financial product advice, and that neither has any obligation to provide this advice, concerning any decision to apply for and buy Plan Shares; (x)acknowledge that MDV is not liable for any exercise of its discretions referred to in these Terms and Conditions; and (xi)irrevocably and unconditionally agree to the Terms and Conditions and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the Plan.
7.Costs of Participation MDV will not charge any brokerage, commissions or other transaction costs in respect of the application for and allotment of Plan Shares under the Plan.
8.Taxation MDV makes no representations or warranties in respect of, and accepts no responsibility for, the liability of Eligible Members to pay income tax in respect of any issue of Plan Shares, payment of other transaction pursuant to this Plan.
9.General (a)The Company’s rights pursuant to the Plan may be exercised by the directors of the Company or any delegate of the directors who will have absolute discretion to: (i)determine appropriate procedures for the administration of the Plan consistent with these Terms and Conditions; (ii)resolve conclusively all questions of fact or interpretation arising in connection with the Plan or these Terms and Conditions; and (iii)delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of their powers or discretions under the Plan or these Terms and Conditions. (b) The Plan and these Terms and Conditions may be suspended, terminated or amended at any time by the Board. In particular the Board may waive compliance with any provision of these Terms and Conditions, or vary these Terms and Conditions if required to comply with the Listing Rules of the ASX.
In the event of termination of the Plan, all monies received from shareholders in respect of applications shall be refunded without interest. (c)MDV may settle in any manner it thinks fit any disputes which may arise in connection with or by reason of the operation of the Plan and the decision of MDV will be conclusive and binding on all participants and other persons to whom the determination relates. (d)These Terms and Conditions are governed by the laws of New South Wales.