75 million refinancing proposal

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    5 April 2007
    $75 MILLION REFINANCING PROPOSAL
    Chemeq Limited (ASX: CMQ) has received a refinancing proposal from International Finance
    Corporation of Australasia Pty Ltd (IFCA) which Chemeq has today executed.
    The IFCA proposal is in the form of a subscription agreement that provides for IFCA to subscribe
    for up to $75 million in new equity capital in Chemeq in two stages.
    In the first stage, IFCA has offered to subscribe for approximately 310.08 million Chemeq fully
    paid ordinary shares at 19.35 cents per share to raise $60 million. Following this stage, IFCA
    would hold approximately 75% of the issued capital of Chemeq.
    As soon as possible after completion of the first stage, IFCA has also offered to fully-underwrite a
    non-renounceable rights issue to all Chemeq shareholders to raise a further $15 million at 19.35
    cents per share.
    The IFCA proposal, a full copy of which is attached, is subject to a number of conditions
    precedent. The conditions precedent include (among other conditions):
    • Chemeq shareholder approval to the subscription for shares by IFCA in stage 1;
    • IFCA being satisfied on or before 30 April 2007 with the results of its due diligence
    investigations in relation to Chemeq;
    • the convertible bond holders agreeing to accept A$60,000,000 in return for redemption of all
    of the convertible bonds in full and final satisfaction of all obligations of Chemeq in respect of
    the convertible bonds and as full and final satisfaction of all their claims against Chemeq; and
    • Chemeq’s appeal of the decision of Justice Templeman on 1 February 2007 not being decided
    on or before 31 May 2007.
    The Board of Chemeq has considered the IFCA proposal today.
    The Board notes that some of the conditions precedent to the IFCA proposal are outside of the
    control of Chemeq. On this basis, and given the ongoing dispute with the bond holders, the
    Board of Chemeq is unable to form a view as to whether the IFCA proposal can be implemented.
    However, the Board is also of the view that the proposal has sufficient merit for it to be pursued
    by Chemeq and for the proposal to be put to shareholders.
    Chemeq Chairman John Hopkins said that despite the uncertainty as to whether the refinancing
    package can be implemented, the Board felt that it was in the best interests of shareholders to
    sign the subscription agreement and to put the proposal to Chemeq shareholders.
    “If this equity refinancing package with IFCA is completed, it will herald in a new era for
    Chemeq,” Mr Hopkins said.
    “The Board has always placed the interests of Chemeq shareholders at the top of its priorities.”

    “For that reason, the Board has decided to put the proposal to shareholders and to use its best
    endeavours to implement the proposal.”
    “We recognise that there is no certainty that we will be able to complete the deal, but we believe
    that this should not deter us from proceeding and doing our very best to ensure that this
    transaction is presented as an option for shareholders.”
    Chemeq Chief Executive Officer David Williams said that if the transaction was successful, the
    funds would allow Chemeq to repay the $60 million in convertible bond debt and end the
    distracting dispute with Chemeq’s bond holders.
    “Put together with Chemeq’s existing cash resources, the fresh equity will give the Company the
    opportunity to pursue the new strategy outlined by the Board back in July,” Mr Williams said.
    “I strongly believe our new strategy has the potential to see Chemeq become a profitable licensor
    of its world-class polymeric antimicrobial technology across a range of industries including
    industrial, chemical, pharmaceutical and human health applications.”
    “In addition, we believe this can be achieved without significant capital commitment and years of
    long lead times to market by selectively choosing target markets and strategic partners to allow
    us to get product to market quickly and efficiently.”
    IFCA is a private investment company based in Perth managed by Chairman David Petersen and
    Managing Director Cyril D’Silva.
    Chemeq has been advised that IFCA has substantial funding facilities in place with a major North
    American bank. IFCA uses these facilities to facilitate transactions between the private sector
    and international financial institutions.
    To allow Chemeq to implement the equity subscription agreement with IFCA, Chemeq will seek a
    variation of the orders whereby Chemeq gave certain undertakings to the Supreme Court and the
    convertible bond holders to allow its appeal against an earlier Supreme Court decision that it had
    not met the terms of the final milestone covenant set out in the Convertible Bonds Deed Poll to
    proceed. The subscription agreement does not take effect unless the consent of the Supreme
    Court is obtained.
    If appropriate court orders are obtained, Chemeq will proceed to prepare a notice of meeting
    with an independent expert’s report to be sent to shareholders of Chemeq as soon as possible to
    seek approval of the issue of shares to IFCA. The shareholder meeting is expected to be held in
    May.
    A full copy of the subscription agreement is attached.
    FOR FURTHER INFORMATION CONTACT:
    David Williams
    Chief Executive Officer
    Tel: 08 9528 0200
    Tony Veitch
    Castle Gates Australia
    Tel: 08 9386 1025

 
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