only14 December 2021
ASX Announcement
usePure Food Tasmania Limited (ASX: PFT) (PFT or the Company) announced on 7 October 2021 that ophisticated and professional investors (Investors) had agreed to subscribe for $5,300,000 (before
costs of the offer) via the issue of unsecured convertible securities (Convertible Notes).
The Convertible Notes have a two year term (with a possible extension to 3 years), a 7.5% pa interest
rate and a conversion price based on the lower of: (i) 90% (or 80% if there is an extension of the maturity personaldate) of VWAP prior to conversion; or $0.50. A summary of the key terms is set out in Schedule 1 of this
Cleansing Notice.
As set out in PFT's announcement on 7 October 2021, the Convertible Notes are to be issued in 2 tranches:
1.
2.
PFT hereby confirms that the Convertible Notes are being issued without disclosure to investors under Part 6D.2 of the Corporations Act and that this Cleansing Notice is being given in accordance with section 708A(12C)(e) of the Corporations Act.
This Cleansing Notice is important and should be read in its entirety. Neither ASIC nor the ASX take Foresponsibility for the contents of this Cleansing Notice.
Background to ASIC Relief Class Order
As the Investors are professional or sophisticated investors for the purposes of section 708 of the Corporations Act, the Convertible Notes were issued without disclosure under Part 6D.2 of the Corporations Act.
Section 708A(12C)(e) of the Corporations Act (as notionally inserted by ASIC Instrument 2016/82) broadly allows for the on-sale of securities issued on conversion of convertible notes where, in part, the relevant entity issues a cleansing notice that complies with section 708A(12D) on the same day as, or within 2 business days before, the day on which the convertible notes were first issued.
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The issue of this Cleansing Notice therefore enables the fully paid ordinary shares (Shares) to be issued
by the Company on the conversion of the Convertible Notes, to be on-sold to retail investors without | ||
further disclosure. | ||
Cleansing Notice | ||
only | ||
This Cleansing Notice sets out the following: | ||
(1) | in relation to the issue of the Convertible Notes: | |
use | (a) | the effect of the offer on the Company; |
(b) | a summary of the rights and liabilities attaching to the Convertible Notes; | |
(c) | a summary of the rights and liabilities attaching to the Shares that will be issued on | |
conversion of the Convertible Notes; | ||
to the extent to which it is reasonable for investors and their professional advisers to expect to | ||
find the information in this Cleansing Notice; and | ||
(2) | any information that: | |
(a) | has been excluded from a continuous disclosure notice in accordance with the ASX | |
Listing Rules; | ||
(b) | is information that investors and their professional advisors would reasonably require | |
for the purpose of making an informed assessment of: | ||
(i) the assets and liabilities, financial position and performance, profits and losses | ||
and prospects of the Company; and | ||
(ii) the rights and liabilities attaching to the Shares; and | ||
(3) | other information relating to the Company's status as a disclosing entity and where certain | |
personal | documents may be obtained. | |
The effect of the offer on the Company
The principal effects of the offer of the Convertible Notes on the Company are to:
(1) | increase the Company's cash reserves by $5.3 million (before costs of the offer) comprising: |
a. $3.8 million (before costs of the offer) through the issue of Tranche 1 Convertible Notes; | |
and | |
b. $1.5 million (before costs of the offer) through the issue of Tranche 2 Convertible Notes. | |
(2) | increase the Company's indebtedness by the amount of the face value of the Convertible Notes |
For(3) | being $5.3m plus all accrued and unpaid interest; |
increase the number of Convertible Notes on issue from zero to 5,300,000 now that the Tranche | |
2 Convertible Notes are issued; | |
(4) | if the Convertible Notes are converted, either in whole or in part, increase the number of Shares |
on issue as a consequence of the issue of the Shares on conversion of the Convertible Notes | |
and the liability position of the Company decreasing accordingly. |
2
Pure Foods Tasmania Ltd | |
(ACN 112 682 158) | |
100 -104 Mornington Rd | |
Mornington TAS 7018 | |
only | ASX: PFT |
+61 3 6231 4233 | |
www.purefoodstas.com | |
Amounts raised from the issue of the Convertible Notes will be used to fund the Company's growth
strategy which has seen the acquisition of three complementary businesses, the extension of the distribution network to over 2,000 stockists and a 72% increase in sales revenue to $7.3 million over the 12 months to June 2021 and to pay costs of the offer. Costs of the offer are estimated to be $350,000, comprising joint lead manager fees of 6% of gross amount raised and legal fees.
Rights and liabilities attaching to the Convertible Notes
A summary of the key rights and liabilities attaching to the Convertible Notes was set out in the useCompany's announcement of 7 October 2021 and is reproduced in Schedule 1 of this Cleansing Notice.
Rights and liabilities attaching to Shares issued on conversion of the Convertible Notes
The Shares to be issued on the conversion of the Convertible Notes will rank equally in all respects with all of the Company's existing Shares. The rights attaching to Shares, including the new Shares to be issued on the conversion of the Convertible Notes, are set out in the Company's constitution (Constitution) and, in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules
personaland the general common law.
Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours. A broad summary of the rights and restrictions attaching to all Shares is set out below. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.
(a)
For(b)
(c) (Variation of rights): The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.
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only(d) use(e)
(f)
personal(g)
Pro forma balance sheet of the Company taking into account issue of the Securities
Set out below is a pro forma consolidated Statement of Financial Position as at 30 June 2021 for the Company based on the consolidated Statement of Financial Position as at 30 June 2021 for the Company adjusted to reflect the issue of Convertible Notes issued by the Company (exclusive of costs),
repared on the basis of the accounting policies normally adopted by the Company. The pro forma financial information is presented in an abbreviated form in so far as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.
ForThe pro forma financial information is not audited. The classification of the allocations between debt and equity for the Convertible Notes may change in the future.
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onlyCurrent Assets
Cash and cash equivalents Trade and other receivables Inventory
useOther assets
Total Current Assets
Non-Current Assets
Property, plant and equipment Right of use assets Intangible assets
Deferred tax assets personalTotal Non-CurrentAssets
Total Assets
Current Liabilities
Trade and other payables
Lease liabilities
Provisions
Borrowings
Total Current Liabilities
Non-Current Liabilities
Lease liabilities
ForProvisions Borrowings Deferred tax liabilities Convertible Notes
Total Non-Current Liabilities
Total Liabilities
Net Assets
Pure Foods Tasmania Ltd
(ACN 112 682 158)
100 -104 Mornington Rd Mornington TAS 7018 ASX: PFT +61 3 6231 4233
www.purefoodstas.com
Convertible | ||
Actual 30 June 2021 | Notes Issued | Pro Forma 30 June 2021 |
$ | $ | |
1,624,116 | 5,300,000 | 6,924,116 |
1,098,324 | - | 1,098,324 |
1,001,235 | - | 1,001,235 |
339,833 | - | 339,833 |
4,063,508 | 5,300,000 | 9,363,508 |
4,530,534 | - | 4,530,534 |
696,951 | - | 696,951 |
2,447,102 | - | 2,447,102 |
1,239,971 | - | 1,239,971 |
8,914,558 | - | 8,914,558 |
12,978,066 | 5,300,000 | 18,278,066 |
1,769,479 | - | 1,769,479 |
196,139 | - | 196,139 |
159,692 | - | 159,692 |
724,920 | - | 724,920 |
2,850,230 | - | 2,850,230 |
529,716 | - | 529,716 |
29,192 | - | 29,192 |
872,303 | - | 872,303 |
842,412 | - | 842,412 |
- | 5,300,000 | 5,300,000 |
2,273,623 | 5,300,000 | 7,573,623 |
5,123,853 | - | 10,423,853 |
7,854,213 | - | 7,854,213 |
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Pure Foods Tasmania Ltd. published this content on 14 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2021 05:37:04 UTC.