Rights Issue - Letter to Ineligible Shareholders
Released
Released
Announcement PDF
4 July 2023
Dear Shareholder
THE CALMER CO INTERNATIONAL LIMITED – PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE
As announced on 29 June 2023, The Calmer Co International Limited (ACN 169 441 874) (Company) is undertaking a
pro-rata non-renounceable rights issue of three (3) fully paid ordinary shares in the capital of the Company (Share) for
every eight (8) Shares held at an issue price of $0.003 per Share, together with one (1) free option for every three (3)
Shares applied for and issued (exercisable at $0.006 per Option on or before 30 June 2026) (New Options), to raise up
to $534,125 (Offer).
The Company lodged a prospectus for the Offer (Prospectus) with ASIC on 28 June 2023.
The Company has appointed Novus Capital Limited (Novus Capital) as the lead manager to the Offer. Refer to Section
6.4.1 of the Prospectus for further information.
The Offer is partially underwritten by directors or their nominated entities (Underwriters) up to a value of $50,000
(Underwritten Amount). The Company has agreed to pay the Underwriters an underwriting fee of 3% of the
Underwritten Amount which will be satisfied by the issue of fully paid ordinary shares at a deemed issue price of
$0.003 per Share, subject to receipt of shareholder approval, as consideration for the underwriting obligation
undertaken by the Underwriters. Refer to Section 6.4.2 of the Prospectus for further information.
The Company intends to apply the funds raised from the Offer (less expenses) towards inventory, marketing, and for
general working capital. For further specifics of the use of funds please refer to section 3.1 of the Prospectus.
Following completion of the Offer, assuming any shortfall is subsequently placed, and the full subscription is raised,
the Company will have issued approximately 178,041,597 Shares and 59,347,199 New Options, resulting in total
Shares on issue of 652,819,190 and total Options on issue of 78,922,399 (not including the Shares and Options
proposed to be issued as fees which are subject to Shareholder approval).
Ineligible shareholders
A Shareholder who has a registered address outside Australia or New Zealand (Ineligible Shareholder) will not be
eligible to participate in the Offer.
You are not eligible to participate in the Offer and you will not be sent a copy of the Prospectus. This decision has
been made pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules after taking into consideration the costs of
complying with legal and regulatory requirements in jurisdictions outside of Australia and New Zealand compared
with the small number of Ineligible Shareholders and the number and value of Shares and New Options to which they
would otherwise be entitled.
If you have any queries concerning the Offer, please contact your financial adviser or Jay Stephenson, the Company
Secretary, on + 61 429 210 031.
Yours sincerely
Anthony Noble
Managing Director
The Calmer Co International Limited
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