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The settings for an Early Conversion Trigger were entered into...

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Tekvest

8,955 Posts.

1097

23/08/23

14:59

Post #: 69504029
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Originally posted by Tekvest: ↑

Apologies habcos1, the announcement was made within the Explanatory Memorandum published on Splitit's website as a notice to shareholders

The last paragraph notes that in the event of an early termination trigger, there will be no floor price to the conversion of Covertible Notes and dilution may be significant. The early termination trigger will be pulled if shareholders vote 'yes' to the 'takeover' by Motive. Not only has the company been driven to go broke, but the shareholders have been sold out by the Board.

YOU WOULD HAVE TO BE SERIOUSLY CRAZY TO DEFEND THESE PEOPLE. AND THEY ARE PHONING SHAREHOLDERS TO GET THEM ON BOARD?????????????????

If Shareholders do not approve Resolution 1, the Company will not be able to call the Tranche
2 or Tranche 3 Note Amounts (a total of US$7,200,000) because it will not be able to issue the
Tranche 2 and Tranche 3 Convertible Notes (respectively) within its current Placement
Capacity.

If the Company is not able to call the Tranche 2 or Tranche 3 Note Amounts:

(i) the Company is unlikely to be able to obtain other, alternative financing on similarly
favourable terms, or potentially at all, within the timeframes required;

(ii) the Company is projected to breach its existing debt covenants under the Goldman
Sachs Warehouse Facility in the short term, which will adversely affect the ability of the
Company to continue to operate and its ability to pursue and consummate any larger
transformational financing; and

(iii) there will be a shortfall of funding for the Company’s continued business operations,
which will likely adversely affect the ability of the Company to continue to operate in the
short term.

While the Board considers that the Convertible Note financing is in the best interests of
Shareholders and recommends that Shareholders vote in favour of Resolution 1, conversion of
the Convertible Notes will dilute the shareholdings of existing Shareholders. In the event of an
Early Conversion Trigger, a floor price will not apply to the conversion of the Tranche 2
Convertible Notes and Tranche 3 Convertible Notes and, depending on the outcome of
Resolution 2, the Tranche 1 Convertible Notes. This means that the extent to which existing
Shareholders’ shareholdings would be diluted on conversion of the Convertible Notes is
uncertain and may, in certain circumstances, be significant

Expand

The settings for an Early Conversion Trigger were entered into only a couple of days later and the Board must have known of the Motive proposal at the time that it accepted the 2 shareholders' conditions. Is this negligence, laziness, apathy or something else on the part of the Board???????

Again, this is a CORPORATE GANG BANG

Last edited by Tekvest: 23/08/23

SPT Price at posting: 4.3¢ Sentiment: None Disclosure: Not Held
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