4.11 Placement of Shortfall Shares outside of the Top-Up Facility
Any Shortfall Shares from the Entitlement Offer may be issued under the Top-Up Facility as described in Section 4.10. The Directors reserve the right to issue any remaining Shortfall Shares, following allocation to Eligible Shareholders under the Top-Up facility, at their discretion to any persons following the close of the Entitlement Offer. Any placement of Shortfall Shares outside of the Top-Up facility will be made within three months after the close of the Entitlement Offer. The issue price of any Shortfall Shares placed outside of the Top-Up Facility will not be less than the Offer price under the entitlement Offer. Unless otherwise determined by the Directors, if there are any Shortfall Shares, NSX will allocate the Shortfall Shares according to the following priority: a) Shortfall Shares may be allocated to any Eligible Shareholders who applied for additional New Shares under the Top-Up Facility, at the absolute discretion of the Directors. b) If following the allocation in paragraph a) there remains any Shortfall Shares, to those who apply for Shortfall Shares following the invitation from NSX. c) If following the allocation in paragraphs a) and b) there remains any Shortfall Shares, the Directors reserve the right to issue the remaining Shortfall Shares at their absolute discretion, subject to compliance with the Corporations Act and ASX Listing Rules. Shortfall Shares will not be allocated or issued to an applicant if, in the view of the Directors, to do so would increase the applicants’ voting power in NSX above 19.9% except where the Directors are satisfied that the issue of additional Shortfall Shares would not contravene section 606(1) of the Corporations Act or otherwise result in a breach of the ASX Listing Rules, the Corporations Act or any other applicable law but is allowed under the exemptions in 611 of the Corporations Act.
4.12 Dilution and effect on control Eligible Shareholders should note that if they do not participate in the Entitlement Offer and the Entitlement Offer is fully subscribed, their holdings will be diluted to the extent of the number of New Shares taken up under the entitlement Offer and Top-Up Facility.
NSX have been advised that the ISX Financial EU Ltd which currently owns 23.071% of the Company wishes to at least preserve their percentage holding and would participate in any Placement, Entitlement, Shortfall or Top-Up facility which may see their holding go beyond this percentage. This is subject to Corporations Act Section 606(1) and the exceptions provided by Sections 611(9) and 611(10).
NSX Price at posting:
2.0¢ Sentiment: None Disclosure: Not Held