TIDMCFU
RNS Number : 3583T
Ceramic Fuel Cells Limited
03 October 2014
3 October 2014
Dear Shareholder
Ceramic Fuel Cells Limited - renounceable rights issue
Ceramic Fuel Cells Limited (Company) has recently announced to
ASX that it is undertaking a 3 for 5 renounceable rights issue to
raise a maximum of approximately $13.7 million (before costs of the
issue) through the issue of:
-- up to 1,529,530,459 new ordinary shares on the basis of 3 new
ordinary shares for every 5 existing shares held by qualifying
shareholders at 7.00pm on 3 October 2014 (Record Date) at an offer
price of 0.90 cents each (New Shares); and
-- the grant of up to 764,765,229 options, being one option to
subscribe for a new ordinary share for every two New Shares issued,
which options shall be exercisable on or before 30 October 2015
with an exercise price of 1.1 cents each,
(together, the Offer)
All New Shares issued will rank equally in all respects from the
date of allotment with the Company's shares currently quoted on
ASX.
Entitlements will be rounded down to the nearest whole number
and holdings on different registers or sub-registers will not be
aggregated to calculate entitlements. The rights issue is
renounceable, which means that entitlements can be sold or
otherwise transferred on the terms set out in the prospectus.
Qualifying Shareholders
Only those shareholders with registered addresses in Australia
and New Zealand will be entitled to participate in the rights issue
(Qualifying Shareholders).
The Company has determined that it is unreasonable to make
offers to shareholders under an Australian prospectus other than to
Qualifying Shareholders having regard to the number of shareholders
outside of Australia and New Zealand, the number and value of the
shares that would be offered and the cost of complying with legal
and regulatory requirements outside of those countries.
Share capital
The Company's share capital is set out in the table below:
Share capital Shares
Ordinary shares on issue at the
date of the Prospectus 2,549,217,432
Maximum number of New Shares offered
under the Prospectus 1,529,530,459
Shares on completion of Offer(1) 4,078,747,891
-------------------------------------- --------------
(1 Assumes maximum number of shares allotted under the
Offer)
The Company also has 33,030,650 unlisted options on issue of
which 8,230,650 have vested. The Company also granted 24,800,000
options to Bergen Global Opportunity Fund, LP, under the Share
Purchase and Convertible Security Agreement dated 24 March 2014
between the Company and Bergen Global Opportunity Fund, LP. If
these options are exercised prior to the Record Date, the
optionholder may be entitled to participate in the rights issue.
Notices were sent to optionholders on 29 September 2014 informing
them of the rights issue. The table in the schedule to this letter
lists the options currently on issue, assuming that none are
exercised prior to the Record Date.
In the event that all previously granted options that have
vested and are exercisable, are exercised in the manner outlined
above before the Record Date, then a further 19,818,390 New Shares
and a further 9,909,195 Options will be offered pursuant to this
Prospectus.
Further details
The rights issue is not underwritten and there are no brokers to
the issue. Consequently, no underwriting fee is payable and no fee
or commission is payable to any broker in respect of the rights
issue.
Applications
The prospectus for the rights issue was lodged with ASIC on 29
September 2014 and will be sent to shareholders no later than 8
October 2014 accompanied by a personalised entitlement and
acceptance form for Qualifying Shareholders to subscribe for new
shares and options under the rights issue. Qualifying Shareholders
will also be entitled to apply for additional shares and options to
the extent that other Qualifying Shareholders do not take up their
full entitlements under the Offer.
To participate in the rights issue, Qualifying Shareholders must
complete and return the entitlement and acceptance form accompanied
by the relevant payment to the Registry as described in the
prospectus.
The prospectus has also been lodged with ASX and is available on
both the ASX website (www.asx.com.au) and the Company's website
(www.cfcl.com.au).
Purpose of the rights issue
The purpose of the rights issue is to raise further working
capital in order to fund existing operations of the Company, to
increase its sales and marketing spend in order to increase sales,
to permit further value engineering to drive down manufacturing
costs and to fund continuation of its research and product
development programmes, as outlined in greater detail in the
prospectus.
Important dates
Event Indicative timing
---------------------------------------- -------------------
Lodgement of Prospectus with ASIC 29 September
and ASX and announcement of Offer 2014
---------------------------------------- -------------------
"Ex" Date (securities are quoted 1 October 2014
on an ex basis and rights trading
starts on
a deferred settlement basis)
---------------------------------------- -------------------
Record Date 7.00pm 3 October
2014
---------------------------------------- -------------------
Prospectus despatch date 8 October 2014
---------------------------------------- -------------------
Renounceable rights trading ends 22 October 2014
---------------------------------------- -------------------
New shares quoted on a deferred 23 October 2014
settlement basis
---------------------------------------- -------------------
Closing Date - last date for acceptance 5:00 pm 29 October
and payment in full 2014
---------------------------------------- -------------------
ASX notified of shortfall 3 November 2014
---------------------------------------- -------------------
Settlement of shortfall (if any) 6 November 2014
---------------------------------------- -------------------
Allotment and issue of New Shares 6 November 2014
and grant of Options
---------------------------------------- -------------------
Despatch date of holding statements 7 November 2014
---------------------------------------- -------------------
Expected commencement of normal 7 November 2014
trading of New Shares
---------------------------------------- -------------------
The dates above are indicative only and subject to the Listing
Rules and the Corporations Act. The Company reserves the right to
change any date, including to extend the closing date or to close
the offer early without prior notice.
Additional information
If you have any queries at this time, please phone Computershare
on 1300 850 505 or phone our office on +613 9554 2300 or send an
email to investor@cfcl.com.au.
Yours sincerely
Mr Alasdair Locke
Chairman, Ceramic Fuel Cells Limited
Schedule
Share Options issued under the CFCL Share Option Plan and
Directors and Employee Benefits Plan as at 10 September 2014
Grant Date Expiry Exercise Balance Exercisable
Date price at at
A $ 10 September 10 September
2014 2014
------------ -------- --------- -------------- --------------
12 Oct 11 Oct
2005 2015 0.57 123,250 -
------------ -------- --------- -------------- --------------
24 Aug 23 Aug
2006 2016 0.58 199,200 199,200
------------ -------- --------- -------------- --------------
29 Aug 28 Aug
2007 2017 1.01 756,210 756,210
------------ -------- --------- -------------- --------------
28 Mar 27 Mar
2008 2018 0.45 690,400 690,400
------------ -------- --------- -------------- --------------
28 Aug 27 Aug
2008 2018 0.44 1,118,430 1,118,430
------------ -------- --------- -------------- --------------
26 Jun 25 Jun
2009 2019 0.175 1,731,710 1,731,710
------------ -------- --------- -------------- --------------
30 Sep
1 Oct 2010 2020 0.1825 1,439,700 1,439,700
------------ -------- --------- -------------- --------------
28 Sep 27 Sep
2011 2021 0.15 2,171,750 2,171,750
------------ -------- --------- -------------- --------------
Total Number of Options 8,230,650 8,107,400
--------------------------------- -------------- --------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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