Issue of fully paid ordinary shares
Kaizen Global Investments Limited ACN 602 033 670
Important Notice
This document is not a prospectus. This document does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered pursuant to this document. Investing in shares involves a degree of risk, and you should carefully consider the risks involved in acquiring shares. For a comprehensive list of risk factors please refer to the Prospectus 21 January 2015, Section 7.1 General Risk Factors.
This document should be read in its entirety. If after reading this document you have any questions about the Offer or the New Shares then you should consult your stockbroker, accountant or other professional adviser.
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19 July 2022
Dear Shareholder,
Post the completion of the recent asset acquisition we are issuing 330,000 shares at $1.15 to raise, up to $380,000, to increase ownership in the asset to a 40% shareholding (from approximately 33%).
On 30th November 2021 shareholders unanimously approved Resolution 4 - Issue of paid ordinary shares in the company, which allows for the issue of 8,695,652 at $1.15 per share within 12 months of approval. See below. On 28 April 2022 it was announced that KGI had successfully raised $578,526 and issued 503,067 shares, leaving a remaining 8,192,585 shares available under the authorisation.
https://www.nsx.com.au/ftp/news/021740277.PDF
Reason for the capital raising
The funds raised in the Company will be invested during 2022 in the following ways:
- To invest across the listed part of the portfolio; and/or
- To increase the investment in the asset acquisition, announced 1 July 2022, to 40%.
In the event that circumstances change or other opportunities arise, the Directors reserve the right to vary the use of the proceeds from the issue of ordinary shares.
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The maximum number of shares to be issued in this capital raising would be 330,000 shares which would be the same share class as existing shares.
The price of the offer would be as approved at the AGM: Resolution 4. $1.15 per share
The issue would be dilutive as the last released pre-tax NTA per share as at 30 June was $1.331. At the maximum number of shares issued in this placement (i.e. 330,000 shares) this would result in limited NTA dilution, per share, of 1.17%.
The shares will be offered to all shareholders on the same terms and allocated proportionately to the current shareholder holdings, should all shareholders subscribe. For clarity, if there was demand for more than the 330,000 shares then allocations would be scaled back relative to the current shareholder's holdings. We are focused on offering an equal opportunity to participate to all our existing shareholders.
Impact on financials
At the maximum number of shares the share count would increase by 330,000 to 3,833,067. The cash balance would increase by $379,500 (less costs, estimated to be negligible). Liabilities would be unchanged, as would the profit and loss for the company.
If all shares were issued and allocated proportionate to underlying holdings there would be no change in the percentage of each investor's holdings.
Rights and Quotation
The New Shares will rank pari passu in all respects - including the payment of dividends after allotment - with the existing shares in the Company on the Allotment Date. The Company will apply to the National Stock Exchange of Australia (NSX) for official quotation of the New Shares.
Director/ participation
An entity connected to Connor Grindlay and Simon Winfield is likely to invest in the offer, on exactly the same terms as other shareholders in the offer. This follows on from investments by all three directors in the 28 April 2022 capital raising. Your board has invested into KGI over the past 3 months, on the same terms as all other shareholders, adding to their individual investments. Your directors have bought shares alongside all other shareholders on the same terms.
Offer timetable
The proposed timetable for the Offer is as follows.
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Event | Date* | |
Announcement of offer | 19 July 2022 | |
Notice to Shareholders and lodgment with NSX | 19 July 2022 | |
Record date | 18 July 2022 | |
Closing date | 2 August 2022 | |
Allotment Date | 5 August 2022 | |
Despatch of holding statements and commencement of trading | 8 August 2022 | |
of New shares on NSX |
- Please note, the dates noted in the timetable above are indicative only and may change without notice to you. Any change in the timetable does not affect any rights or obligations you have as a result of accepting the offer.
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Details on how to take up the offer.
If you are interested in participating in the offer please complete the application form attached and send funds to the indicated account. Best to email the application to
email: cgrindlay@kaizencapital.com.au
Cut-off date for applications will be 5.00 PM EST on 2 August 2022.
Yours sincerely,
Connor Grindlay
Chief Investment Officer
Kaizen Global Investments
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ACN: 602 033 670
Phone:
(within Australia) 02 790 30007
For Share Registry enquiries:
MR JOHN SAMPLE | Phone: |
1300 767 760 | |
123 SAMPLE STREET | |
SAMPLETOWN NSW 2000 |
Make your payment:
See overleaf for details of the offer and how to make your payment
Issue of fully paid ordinary shares
Your payment must be received by 5:00pm (EST) on Friday 2nd August, 2022
This is an important document that requires your immediate attention. If you are in doubt abouthow to deal with this form, please contact your financial or other professional adviser. Please read this in addition to the Issue of ordinary shares document.
By making your payment you confirm that you have read and agree to all of the information, terms and conditions as detailed in the Issue of fully paid shares notice dated 19 July 2022.
Choose one of the payment methods shown below.
Step 1: Registration Name & Offer Details
Details of the shareholding and entitlements for this Offer are shown overleaf.
Please check the details provided and update your address via www.boardroom.com.au if any of the details are incorrect.
If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.
Step 2: Apply and make Your Payment
You can apply to participate in the placement in the application form overleaf. Enter the total number of New Shares you wish to apply for and the amount of payment for those New Shares.
Electronic Funds Transfer (ETF): See details overleaf. Do not return the payment slip with ETF, send application via email.
By Mail: Complete the reverse side of the payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to "Kaizen Global Investments Limited " and cross "Not Negotiable". The cheque must be drawn from an Australian bank. Cash is not accepted.
Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.
Entering your contact details is not compulsory, but will assist us if we need to contact you.
Turn over for details of the Offer
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Disclaimer
Kaizen Global Investments Ltd. published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 July 2022 23:03:06 UTC.