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ASX Announcement: Notice Under Section 708AA of the Corporations Act 2001

2 April 2008

destra Corporation Ltd (ASX:DES) announced a pro rata non-renounceable offer of approximately 150,497,569 fully paid ordinary new Shares each at an issue price of $0.10 

On 17 March 2008 destra Corporation Ltd (the Company) announced a pro rata non-renounceable offer of approximately 150,497,569 fully paid ordinary new Shares each at an issue price of $0.10 to raise approximately $15 million on the basis of 5 new Shares for every 11 Shares held on the record date of 27 March 2008 (Offer).

The Offer is underwritten by Prime Media Group Ltd (Underwriter) on the terms detailed in the underwriting agreement which contains customary terms in relation to a rights issue including termination events. An Offer Document for the Offer, together with a revised timetable, will be mailed to shareholders today and is attached to this announcement.

The Company hereby gives notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (Act) that:

(a) the Company will offer the Shares under the Offer without disclosure under Part 6D.2 of the Act;

(b) at the date of this notice, the Company has complied with:
(i) the provisions of Chapter 2M of the Act as they apply to the Company; and
(ii) section 674 of the Act;

(c) at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708AA(8) of the Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document; and

(d) the potential effect the issue of Shares under the Offer will have on the control of the Company is as follows:

(i) if all Shareholders take up their entitlements under the Offer, then the issue of the Sharesm under the Offer will have no effect on the control of the Company; and

(ii) if some or all members do not take up their entitlements under the Offer then the placement of the shortfall will be dealt with pursuant to the underwriting agreement with the Underwriter. As at the date of this announcement, the Underwriter holds 19.6% of the issued capital of destra. In the event that only the Underwriter accepts its entitlement(s) and subscribes for Shares under the Offer, and the Underwriter has to apply for all of the remaining Shares comprising the shortfall, then on completion of the Offer and placement of the shortfall, the Underwriter’s interest could potentially increase to 44.7% of the Shares on issue in the Company.

 

Yours sincerely,

 

Carl Olsen

 

Chairman