Ann: Trading Halt, page-44

SPP is offered to all shareholders equally, and as a shareholder you can generally apply to take up to $15k worth of stock at the placement price, regardless of how many shares you currently hold. The structure you mention is more like a rights issue.

So, it really comes down to how many shareholders the company has on its register, and the max amount of $'s to be raised under the SPP (say it is $2m @34c)

I.E. Say 130 holders and all elect to take up $15k worth - than that equals $2m approx. (130 * $15k) - so no scale backs required right. If they didn't all apply for the max. $15k and an underwriter was appointed than the underwriter would take the shortfall.

If there are more than 130 holders and all elected to take the max $15k, than yes the offer would need to be scaled back somewhat.

As you say management hold 70% shares on issue, across minimal registered entities I'd say, so it really depends on how many registered holders exist for the remaining 30% of share on issue......and total $ amount to be raised under the SPP of course.

Cheers