For clarification re: Re-pricing:
2.5 Re-Pricing Mechanism.
(a) Nature of the Re-Pricing Mechanism.
Subject to the requirement to obtain shareholder approval in relation to the issue of the Residual RePricing Shares (if any), the Re-Pricing Mechanism shall take effect automatically if the Trigger Event
has occurred and the Investor shall be deemed to have subscribed for (as part of the Initial
Investment), and the Company shall issue and allot to the Investor, the Re-Pricing Shares. The parties
acknowledge and agree that the consideration for any Re-Pricing Shares is included in the
Subscription Price payable pursuant to the Initial Investment and that the Investor shall not be obliged
to pay, and the Company shall not be entitled to receive, any further consideration for the Re-Pricing
Shares.
(b) Trigger Event
If:
(i) the closing bid price of the Shares on any Trading Day between:
(I) the Effective Date and the Consolidation Date is less than 3.42c; or
(II) the Consolidation Date and the fifth Trading Day following the Consolidation Date is less than 34.2c; and
(ii)the closing bid price of the Shares on the fifth Trading Day following the Consolidation Date is less than
34.2c,
then, subject to the requirement to obtain shareholder approval in relation to the issue of the Residual RePricing Shares (if any), the Re-Pricing Mechanism will take effect and on the first Trading Day following the fifth
Trading Day after the Consolidation Date the Company will issue the Investor with such number of Re-Pricing
Shares as is determined in accordance with sub-section 2.5(c) below up to the maximum number of Re-Pricing
Shares together with Options attaching to those Re-Pricing Shares which (when aggregated with the Initial
Investment Shares and accompanying Options) does not breach Listing Rule 7.1. Any Re-Pricing Shares (and
Options attaching to such Re-Pricing Shares) which the Company is not able to issue to the Investor under Listing
Rule 7.1 without shareholder approval ("Residual Re-Pricing Shares") will instead be issued to the Investor at the
Share Closing Date in relation to the Subsequent Investment (subject to obtaining shareholder approval). For the
avoidance of doubt the Subsequent Investment will remain at $10,000,000 and the Residual Re-Pricing Shares will
be issued (together with accompanying Options) to the Investor for no additional consideration.
(c) Calculation of the number of Re-Pricing Shares. The number of Re-Pricing Shares to be issued to the
Investor under the Re-Pricing Mechanism shall be calculated by reference to the following formula:
X = (A / B) – C
Where:
X is the number of Re-Pricing Shares;
A is $10,000,000;
B is the closing bid price for the Shares on the fifth Trading Day following the Consolidation Date plus a 12%
premium; and
C is the number of Initial Investment Shares, divided by 10.
(d) Investor's undertaking.
During the period between the Effective Date and the fifth Trading Date following the Consolidation Date
("Undertaking Period"), the Investor undertakes to limit its trading in Shares to no more than 15% of the total
volume of Shares traded on the ASX on any Trading Day during the Undertaking Period.
(e) Company's undertaking.
During the period between the Effective Date and the Share Closing Date in relation to the Subsequent
Investment, the Company undertakes not to issue any Securities other than:
(i) to the Investor pursuant to the terms of this agreement; or
(ii) to any Person upon the conversion of any convertible security (as defined in the ASX Listing Rules) which
was in issue prior to the Effective Date.
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For clarification re: Re-pricing:2.5 Re-Pricing Mechanism. (a)...
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