ASX Announcement
20 April 2022
STATEMENT OF CONFIRMATIONS
Invigor Group Limited (ASX: IVO) ("Invigor" or "the Company") provides the following confirmations to satisfy certain conditions for reinstatement of the Company's securities to quotation on ASX.
Capitalised terms in this announcement have the same meaning as given under the Company's prospectus dated 21 January 2022 (Prospectus) unless the context otherwise requires.
1. Top 20 Shareholders
Refer to Schedule A.
2. Distribution Schedule
Refer to Schedule B.
3. Capital Placement and Prospectus Status
The Company confirms the prospectus closed 24 January 2022 and the following results:
a) Subscriptions for 91,676,896 shares at $0.10 per share, were received, totalling $9.168m ($6.8m cash before capital raise costs and $2.368m in satisfaction of creditor repayments). Issuance of 45,838,446 Options at $0.25 exercise price issued on a 1:2 basis.
b) Issuance of placement options totalling 13,684,002 at a $0.25 exercise price per option, as per the Prospectus.
c) Issuance of placement options totalling 9,747,024 at a $0.10 exercise price per option as per the Prospectus.
4. Debt Restructure
The Company confirms the issue of the following shares subsequent to shareholder approval at the 21 January 2022 General Meeting:
a) 35,151,390 shares at $0.30 per share were issued converting debt of $10.545m to
Equity.
b) 9,383,975 shares at $0.07 per share (30% discount to $0.10 placement shares) were issued, converting convertible notes of $0.657m to Equity.
c) 663,255 shares at $0.10 per share were issued to secured staff loan recipients, converting $0.066m to Equity.
d) 125,000 shares at $0.20 per share were issued to Mr Gary Inberg in lieu of Directors Fees of $0.025m
e) 35,151,390, $0.30 shares and 9,383,975, $0.07 shares have been voluntarily escrowed for six months to 27 July 2022.
5. Selective Capital Reduction
Cancellation of shares issued to PrimaryMarkets and Sumabe Australia Pty Ltd as per the shareholder approval obtained at the January 21 2022 General Meeting.
6. Statement of Capital Structure
The capital structure of the Company following the offer is set out below, further details of which are set out in the Prospectus:
See over page
Shares
Warrant Holder | Value | Expiry date |
Partners for Growth IV, LP @ $8 | 250,000 | 26 April 2022 |
Allectus Capital Limited @ $4 | 133,333 | 7 June 2022 |
Total | 363,333 | |
Notes |
Shares
Shares on issue on completion of offer | 153,199,866 | |
Options (Unlisted) | ||
Options on issue | Number | Expiry date |
Options @ $10 | 3,750 | 19 April 2022 |
Options @ $10 | 25,758 | 20 May 2022 |
Options @ $6 | 5,004 | 22 June 2022 |
Options @ $10 | 10,002 | 3 July 2022 |
Options @ $10 | 1,251 | 5 July 2022 |
Options @ $6 | 2,502 | 5 July 2022 |
Options @ $10 | 8,340 | 1 August 2022 |
Options @ $10 | 3,750 | 3 April 2023 |
Options @ 7c | 2,125,000 | 7 May 2023 |
Options @ $20 | 441,676 | 4 December 2023 |
Options @ 15c | 200,000 | 29 June 2024 |
Options @ 25c | 400,000 | 29 June 2025 |
Options @ 40c | 300,000 | 29 June 2025 |
Options @ 50c | 400,000 | 29 June 2025 |
Options @ 25c | 400,000 | 1 July 2025 |
Options @ 40c | 300,000 | 1 July 2025 |
Options @ 50c | 400,000 | 1 July 2025 |
Options @10c | 9,747,026 | 27 January 2025 |
Options @25c1 | 59,522,448 | 27 January 2025 |
TOTAL OPTIONS | 74,296,507 | |
Notes |
1. The full terms and conditions of the $0.25 Options issued 28 January as listed in the prospectus are set out in Schedule C.
Warrants
As per the Prospectus, there are two Warrants on issue, per the details below:
2. Warrants issued to Partners for Growth IV, LP @$6 with a value of $333,333 expired on 2 February 2022 as disclosed to the market on 03 February 2022
5. Pro Forma Balance Sheet:
FY2021 Audited $000 | 31 Mar 2022 Pro Forma $000 |
Cash and cash equivalents (a) Trade and other receivables Total current assets 1 1,618 1,020 1,097 1,021 2,715 Property, plant and equipment Iong-term Loan Receivable 2 2 0 87 | |
Total non-current assets 2 89 | |
Total assets 1,023 2,804 | |
Cash and cash equivalents 47 0 Trade and other creditors and accruals Interest bearing loans and borrowings Provisions 8,351 940 12,523 11 234 124 Total current liabilities 21,155 1,075 Interest bearing loans and borrowings Provisions 0 2,706 37 163 | |
Total non-current liabilities 37 2,869 | |
Total liabilities 21,192 3,944 | |
Net assets (20,169) (1,140) | |
Issued capital (b) Reserves Accumulated losses 276 20,149 3,868 3,873 (24,313) (25,162) | |
Total equity (20,169) (1,140) |
As illustrated above, the Board confirms that it satisfies the 'working capital test' of at least $1.5 million pursuant to listing Rule 1.3.3(c)
See Schedule D for full proforma Balance Sheet and independent Accountants Certificate.
6. Statement of Commitments
The statement of commitments based on funds raised is set out below:
$9.168 million raise $ million % | |
Debt retirement Working capital Payments to accrued creditors Transaction costs | 3.2 34.8 1.6 17.4 3.7 40.2 0.7 7.6 |
Total | 9.2 100 |
7. Working Capital
The Directors are satisfied that upon reinstatement of its Shares to trading on the Official List, the Company will have sufficient working capital to carry out its objectives as stated in the Prospectus.
8. Current Debt Structure
Debt Holder
Amount
Repayment Date
$'000
a. Allectus Capital Limited Working Capital Loan
1,400
30 April 2024
b. Glowaim Facility
929
31 May 2023
c. Marcel Equity Pty Ltd (CN Assignment)
377
30 April 2023
Total
2,706
Notes:
a. Working Capital loan, secured, interest rate at 8%pa, with a matching dollar for dollar ($1,400,000) issue of options, with the facility fully repayable on 30 April 2024. The number of options to be issued will be determined by dividing $1,400,000 by the price equivalent to the average share price (VWAP) of the first 10 days of trading following re-instatement. The exercise price of the options will also be equivalent to the 10-day VWAP mentioned above. The issue of options will be subject to shareholder approval, which will be sought at the upcoming AGM to be held on 31 May 2022, and the terms of these options will be detailed in the Notice of Meeting.
b. Glowaim, fixed term loan facility is secured and accrues interest at 20% pa and is repayable by 31 May 2023 or earlier at the Company's discretion without penalty.
c. Marcel Equity Pty Ltd, (CN Assignment) fixed term loan is unsecured and accrues interest at 20%pa. and is repayable by 30 April 2023 or earlier, at the Company's discretion, without penalty.
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Invigor Group Ltd. published this content on 20 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2022 03:54:05 UTC.