MAD
10/03/2015 11:39
GENERAL
NOT PRICE SENSITIVE
REL: 1139 HRS Energy Mad Limited
GENERAL: MAD: Notice of Offer of Same Class Financial Products for Issue
Tuesday, 10 March 2015
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
Notice of Offer of Same Class Financial Products for Issue
Energy Mad Limited (Energy Mad) intends to undertake a pro-rata 4 for 5
renounceable rights offer (Offer) for new ordinary shares in Energy Mad (New
Shares). The offer will be made to eligible Energy Mad shareholders (those
New Zealand resident shareholders on the share register as at 5pm, Tuesday,
10 March 2015 (Record Date)) (Eligible Shareholders) who will be entitled to
subscribe for four New Shares for every five shares held at the Record Date
on payment of $0.065 per New Share.
Pursuant to clause 20 of Schedule 8 of the Financial Markets Conduct
Regulations 2014 (Regulations) and clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA), Energy Mad advises that:
1. The Offer is being made in reliance upon the exclusion in clause 19
of Schedule 1 of the FMCA.
2. Energy Mad is giving this notice (Cleansing Notice) under clause
20(1)(a) of Schedule 8 of the Regulations.
3. As at the date of this Cleansing Notice, Energy Mad is in compliance
with:
(a) the continuous disclosure obligations that apply to it in relation to
Energy Mad's listed shares; and
(b) its "financial reporting obligations" within the meaning set out in
clause 20(5) of Schedule 8 of the Regulations.
4. As at the date of this Cleansing Notice, there is no information that
is "excluded information" within the meaning set out in clause 20(5) of
Schedule 8 of the Regulations.
5. The potential effects that the Offer and the issue of New Shares will
have on the "control" (within the meaning of clause 48 of Schedule 1 of the
FMCA) of Energy Mad and the consequences of those effects are as follows:
(a) As at the date of this Cleansing Notice, SuperLife Trustee Nominees
Limited (SuperLife), which is managed by SuperLife Limited, holds:
(i) 19.126% of Energy Mad's ordinary shares (19.242% in aggregate with
SuperLife's associates); and
(ii) $2,534,000 of convertible notes, which could convert into between
8,613,186 and 253,400,000 ordinary shares in Energy Mad (depending on the
market value of Energy Mad's shares at the time of conversion).
(b) SuperLife has advised that it intends to take up its full pro-rata
entitlement under the Offer.
(c) In addition, SuperLife has agreed to underwrite the Offer by taking
up any New Shares which are not taken up by the Eligible Shareholders
pursuant to an underwriting agreement dated 19 December 2014, provided that
SuperLife will not subscribe for more than $1,800,000 of New Shares
(including the New Shares taken up pursuant to its pro-rata entitlement).
(d) An ordinary resolution of shareholders has been passed allowing
SuperLife to increase its effective control of Energy Mad pursuant to NZX
Main Board Listing Rule 7.5, and also to allow SuperLife to increase its
control in excess of 20% of the voting securities of Energy Mad in accordance
with clause 7(d) of the Takeovers Code Approval Order 2000.
(e) If:
(i) the convertible notes convert into 253,400,000 ordinary shares in
Energy Mad; and
(ii) SuperLife is required to acquire $1,800,000 of the New Shares (being
27,692,307 New Shares) pursuant to the underwriting agreement,
then SuperLife may hold 89.25% of the ordinary shares of Energy Mad (89.266%
in aggregate with SuperLife's associates).
(f) Accordingly, the Offer may result in SuperLife being able to:
(i) pass ordinary or special shareholder resolutions without any other
shareholder voting (depending on the attendance at the relevant shareholders'
meeting); and/or
(ii) prevent any ordinary or special resolution of shareholders being
passed.
If this is the case, the Offer will have a material effect or consequence on
the control of Energy Mad.
Yours faithfully
Chris Mardon, Managing Director
(021) 041 2981
End CA:00261635 For:MAD Type:GENERAL Time:2015-03-10 11:39:34
