Lots of speculation, but the reality is, we already passed the resolutions for two options as follows.
1. A capital raising for up to 10% of the shares on issue, anytime in the 12 months after that motion was passed.
If Shareholders approve Resolution 6, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 7.2 below).
The effect of Resolution 6 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue on the date of issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.
2. In relation to the post I previously made about the AIM listing, an EGM was held to gain approval for the $20m placement to allow the AIM listing to occur. One of the gotchas on this resolution was that this must be fulfilled within 3 months of the resolution being passed - the 15th of June. 3 months has well and truly passed, so for an AIM listing to go ahead, I would expect an EGM to be held. There was a sub clause stating "or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules" - I am unsure if the company can apply for a waiver to be granted in this case? The technical details in the statement also states "or a longer period, if allowed by the ASX".
Page 5 of the end of the June Quarterly Activities Report states "The Company has decided to postpone this dual listing for the time being. This will be continually reviewed based on prevailing market conditions over the coming months"
If the AIM listing were to go ahead as planned, it is my understanding that the issue price would be based on the approval granted at the EGM. That is, for the 5 days leading up to now, the VWAP was around about 14c. A maximum 20% discount may be applied to this, and I believe the company is entitled to issued as many shares as is required to meet the $20m figure if they choose to. The following example in the EGM announcement noted that based on the VWAP at the time of that announcement, it was able to issue up to about 120 million new shares. I am unsure if this figure is locked in as the resolution, or the more dynamic $20m. This could result in the issue of 140m new shares, which is around 45% dilution.
Of particular interest is the nature of the issue of those shares:
"the Shares will be allotted and issued to clients of Fox-Davies (who are professional and institutional investors for the purpose of the Corporations Act). None of these subscribers are related parties of the Company;"
In other words, more Mr Siew's on board.
My money is on option #2. The timing of the announcement fits in with the company's direction, the current economic state of both Australia and Europe, our new acquisitions and continued growth in Europe. The lapse of the 3 month approval is also more reason for the company to apply to the ASX for a waiver now, rather than 6 months down the track, so I think that's more likely to be approved.
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