TASFOODS LIMITED TasFoods Ltd ACN 084 800 902 Share Purchase Plan Booklet
Eligible Shareholders have the opportunity to participate in the Share Purchase Plan by applying for up to $30,000 of new ordinary shares in the Company at $0.07 per share without incurring brokerage or transaction costs. Details of the Share Purchase Plan and how to participate are set out in this Booklet.
Participation in the Share Purchase Plan is optional and open to the Company's shareholders who held fully paid ordinary shares in the Company at 7.00pm (AEDT) on 31 March 2022 and have a registered address in Australia or New Zealand.
Applications for new Shares under the Share Purchase Plan must be received by 5.00pm (AEST) on 11 May 2022.
If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.
Table of Contents 1
Table of Contents
Letter to Shareholders 3
Share Purchase Plan Key Dates 4
Share Purchase Plan Key Details 4
Share Purchase Plan Key Steps 4
Important information 5
Terms and Conditions 6
1. SPP Offer 6
2. Eligible Shareholders and eligibility to participate 6
3. Joint holders and joint beneficiaries and Custodians 6
4. Applications for SPP Shares 6
5. SPP Price 7
6. Number of SPP Shares to be issued 8
7. Issue 8
8. Scale back 8
9. Directors 8
10. Shareholders outside Australia and New Zealand 8
11. Acknowledgements 8
12. Dispute Resolution 10
13. Variation and termination 10
14. Privacy Policy 10
15. Governing Law 10
16. Glossary 10
Table of Contents 2
Letter to Shareholders
Dear Shareholder
TasFoods Ltd ACN 084 800 902 Share Purchase Plan Booklet
On behalf of the board of TasFoods Ltd ACN 084 800 902 (Company), it gives me great pleasure to offer you the opportunity to increase your investment in the Company by purchasing additional shares in the Company (SPP Shares) under this Share Purchase Plan (SPP).
The SPP follows the Company's successful share placement announced on 1 April 2022 to raise $5.5 million in two tranches at an issue price of $0.07 per share (Placement).
The SPP gives all holders of Shares in the Company at 7.00pm (AEST) on 31 March 2022 with a registered address in in Australia or New Zealand (Eligible Shareholders), the ability to acquire SPP Shares at a per share issue price of $0.07 (SPP Price) being the same price as the Placement.
The SPP Price represents:
a 6.67% discount to the last traded price of the Company's shares on Tuesday, 29 March 2022 (the last trading day before the Placement was announced) ($0.075); and
a 11.41% discount to the previous 30 day volume weighted average price (VWAP) of the Company's shares traded on the ASX up to and including Tuesday, 29 March 2022.
The SPP is capped at $500,000. The Company reserves the right to scale back applications at its discretion in the event applications in excess of this cap are received.
As announced on 1 April 2022, the proceeds of the Placement and SPP will be applied to fund working capital support, connectivity improvements (ERP implementation and business integration), and commercial acceleration initiatives, as well as the SPP costs.
How to apply for SPP Shares
Each Eligible Shareholder is entitled to acquire a maximum of $30,000 worth of SPP Shares in parcels from as little as $500 up to $30,000. The Company reserves the right to scale back applications at its discretion in the event applications in excess of the SPP cap of $500,000 are received.
The SPP opens on 13 April 2022 and is scheduled to close at 5.00pm (AEST) on 11 May 2022 (SPP Offer Closing Date) however the Company reserves the right to close the SPP early, or extend the SPP Offer Closing Date.
Please read and follow the instructions set out in this booklet when applying to participate in the SPP.
If you intend to participate, you must make a payment for the maximum you wish to pay for SPP Shares via [BPAY® or Electronic Funds Transfer] in accordance with the instructions on the Acceptance Form so that it is received prior to 5.00pm (AEST) on the SPP Offer Closing Date. You do not need to return an Acceptance Form.
Further information
This letter and the accompanying material (including the Booklet) sets out the terms and conditions of the SPP and contains important information about the SPP to assist you in deciding whether to participate in the SPP. For further information, Eligible Shareholders can visit the SPP offer website athttps://events.miraqle.com/tfl-offer.
You should seek your own financial and taxation advice in relation to the SPP, before deciding whether to apply for SPP Shares. If you have any questions in relation to whether an investment in the Company through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser.
On behalf of the board, I look forward to your continued support.
Yours faithfully
Craig Treasure
Chair - TasFoods Ltd ACN 084 800 902
Letter to Shareholders 3
Share Purchase Plan Key Dates
Activity | Date |
Record date (for SPP participation) | Thursday, 31 March 2022 (7pm) (AEDT) |
Announcement of Placement and SPP, trading halt lifted | Friday, 1 April 2022 |
Dispatch of SPP booklet and application form to eligible shareholders and ineligible shareholder letter to ineligible shareholders | Tuesday, 12 April 2022 |
SPP Offer period opens | Wednesday, 13 April 2022 (9am) |
SPP Offer period closes | Wednesday, 11 May 2022 (5pm) |
Allotment and issue of SPP shares | Wednesday, 18 May 2022 |
Quotation of SPP shares | Thursday, 19 May 2022 |
Step | Step details Read the terms and conditions of the Share Purchase Plan (SPP) in full. Participation in the SPP is voluntary. Are you an Eligible Shareholder? You are eligible to apply for SPP Shares if:
The Company reserves the right to determine in its sole discretion whether a shareholder is an Eligible Shareholder for the purposes of the SPP. See section 2 of the terms and conditions. |
Step 1 | |
Step 2 |
Maximum amount to be raised under the SPP Offer | $500,000 |
SPP Price | $0.07 |
Minimum amount subscribing Eligible Shareholders can invest | $500 $30,000 $500, $1,000, $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 and $30,000 |
Maximum amount subscribing Eligible Shareholders can invest | |
Permitted application parcel size |
Note: All times are in Australian Eastern Standard Time (AEST) which is the time applicable in Sydney, New South Wales, unless otherwise stated.
This Timetable is indicative only and subject to change. The Company may vary these dates in their discretion, including by bringing forward or extending the SPP Offer Closing Date. In the event of any such variation, the Company will lodge the varied timetable with the ASX.
Share Purchase Plan Key Details
The market price of the Company's Shares may change between the SPP Offer Opening Date and the date the SPP Shares are issued and may trade at a price that is lower than the SPP Price. Irrespective of the market price of the Company's Shares as at the SPP Shares Allotment Date, the SPP Price of the SPP Shares under the SPP Offer is the price set out above.
Accordingly, by accepting an Application, Applicants accept the risk that the market price of the Company's Shares may fall below the SPP Price between the date of this offer and the SPP Shares Allotment Date, in which case you may have been able to buy the SPP Shares at a lower price than the SPP Price.
Share Purchase Plan Key Steps
Step 3 Step 4 | If you are an Eligible Shareholder and choose to participate in the SPP, you must choose to purchase a parcel of SPP Shares in an amount of at least $500 up to a maximum of $30,000 of SPP Shares, in one of the following parcel sizes: $500, $1,000, $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 and $30,000. See section 4 of the terms and conditions. To apply for SPP Shares under the SPP, Eligible Shareholders must make a payment for the maximum amount the Eligible Shareholder wishes to pay for SPP Shares via BPAY® (for Australian applicants) or Electronic Funds Transfer (for New Zealand applicants) in accordance with the instructions on the Acceptance Form so that it is received prior to 5:00pm (AEST) on the SPP Offer Closing Date. See section 4 of the terms and conditions. |
If you do not wish to participate in the SPP Offer, you are not required to do anything in response to this Booklet.
Important information
The offer of SPP Shares under the SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the SPP. This Booklet does not constitute a prospectus or product disclosure statement, and has not been lodged with the ASIC. The issue of a prospectus or product disclosure statement is not required for the purpose of the SPP Offer. You must rely on your own knowledge of the Company, previous disclosure made by the Company to ASX and if necessary, consult with your professional adviser when deciding whether or not to participate in the SPP Offer. Eligible Shareholders should be aware that an investment in the Company involves risks. The key risks identified by the Company are set out in the investor presentation that was released to the ASX on 1 April 2022 in connection with the Placement and SPP (a copy of which can be obtained fromwww.asx.com.au).
This document is intended for use only in connection with the SPP Offer to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this document may be restricted by law and persons (including Custodians and nominees) who come into possession of this document should observe any such restrictions. This document may not be distributed or released in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the US Securities Act or the securities laws of any U.S. state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).
For any enquiries or if you have lost your Acceptance Form and would like a replacement form, please contact the Registry on 1300 657 159. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser for advice in relation to the SPP Offer.
Some terms used in this Booklet are defined in the Glossary in section 16 of the terms and conditions.
This Booklet is important and should be read in its entirety before deciding to participate in the SPP Offer.
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Tasfoods Ltd. published this content on 12 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2022 02:30:05 UTC.
