– $1.0 million placement successfully completed
– $2.6 million pro rata non-renounceable rights issue announced
– Capital raising to strengthen the Company’s balance sheet and assist the Company scale-up its activities
Sydney – 29 November 2018 – Tag Pacific Limited (“Tag Pacific” or the “Company“) (ASX: TAG) announces a capital raising of up to $3.6 million to assist the Company scale-up its activities in the renewable energy, battery storage and microgrid sector.
The Company has successfully completed a $1.0 million placement to institutional and sophisticated investors (“Placement“) and announces a pro rata non-renounceable rights issue (“Rights Issue” or “Offer“) to raise approximately $2.6 million before expenses.
At the Company’s annual general meeting to be held on 29 November 2018, Shareholders are being asked to vote on a resolution to change the name of the Company to MPower Group Limited. If that resolution is passed, the change of the Company’s name may become effective prior to the Closing Date under the Offer.
The Company has successfully completed a placement to institutional and sophisticated investors of 19,230,769 new fully paid ordinary shares (“Placement Shares“) at 5.2 cents each to raise a gross amount of $1,000,000. The Placement Shares are expected to be issued on or about 5 December 2018.
The total funds to be raised under the Placement and the Rights Issue, if the Rights Issue is fully subscribed, will be $3,586,026.
Rights Issue Details
The Rights Issue will be an offer of 2 new fully paid ordinary shares (“New Shares“) for every 5 ordinary shares held at a price of 5.2 cents per New Share (“Issue Price“).
All shareholders who are registered as shareholders as at 7.00 pm (Sydney time) on the record date of Tuesday 4 December 2018 (“Record Date“) with a registered address in Australia, New Zealand, Hong Kong, Singapore or the United Kingdom will be entitled to participate in the Rights Issue.
The Rights Issue is not to be underwritten.
Based on the current shares on issue, a total of 49,731,270 New Shares will be offered under the Rights Issue to raise up to $2,586,026 (before the costs of the Rights Issue).
The Issue Price represents a discount of 24.64% to the last closing price of the Company’s shares prior to the date of this announcement. The volume weighted average price for the Company’s shares on the ASX over the 90 days preceding the date of this announcement was 7.25 cents.
Please note that the entitlements to New Shares under the Offer are non-renounceable, which means that you may not sell or transfer your entitlements.
The Placement Shares will not be eligible to participate in the Rights Issue.
Tag Pacific will not prepare a prospectus or other disclosure document for the Rights Issue as the Offer will be made under section 708AA of the Corporations Act 2001. However, Tag Pacific will send an offer document, and a personalised entitlement and acceptance form, to eligible shareholders on or before 7 December 2018.
Use of proceeds
Funds to be raised from the Rights Issue and Placement will be used as follows:
– to meet ongoing working capital requirements, including funding the continued development of the Company’s activities; and
– to meet the costs of the Offer and Placement.
The Rights Issue is being offered to all eligible shareholders only. Eligible shareholders are shareholders on the Record Date who:
– have a registered address in Australia, New Zealand, Hong Kong, Singapore or the United Kingdom or are a shareholder that Tag Pacific has otherwise determined is eligible to participate;
– are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States; and
– are eligible under all applicable securities laws to receive an offer under the Rights Issue without any requirement for a prospectus or other disclosure document to be lodged or registered.
The Company has decided that it is unreasonable to make offers under the Rights Issue to shareholders with registered addresses outside Australia, New Zealand, Hong Kong, Singapore and the United Kingdom (“Ineligible Shareholders“) having regard to the number of shareholders in those places, the number and value of the New Shares they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Rights Issue is not being extended to, and does not qualify for distribution or sale to, and no New Shares will be issued to shareholders having registered addresses outside Australia, New Zealand, Hong Kong, Singapore and the United Kingdom.
The current proposed timetable for the Rights Issue is set out below. These dates are indicative only and the Company reserves the right to vary the dates at any time (subject to the Corporations Act and the ASX Listing Rules).
*Shareholders should consult their professional advisers in regards to the definition of ‘Ex’ Date and Record Date to ensure that their entitlement to participate in the Rights Issue is assured. Where fractions arise in the calculation of entitlements, they will be rounded up to the nearest whole number.
The following documents in relation to the Rights Issue will be released to the ASX:
– A copy of the offer document;
– A sample entitlement and acceptance form;
– An Appendix 3B;
– The text of a letter to be mailed to all eligible shareholders in accordance with Appendix 7A of the ASX Listing Rules;
– The text of a letter to be mailed to the holders of options to acquire ordinary shares in Tag Pacific; and
– The text of a letter to be mailed to ineligible overseas shareholders.
Tag Pacific Limited is a Sydney-based investment house listed on the Australian Securities Exchange with a focus on niche areas of the power industry. Tag has invested in a diverse range of companies and activities that have been brought together primarily to operate under the banner of MPower. The company’s mission is to invest in the power industry in a manner that creates and enhances value over time.
MPower is an Australian owned and operated subsidiary of Tag Pacific Limited and is an industry leader providing innovative, reliable products and power solutions on a national and international level. Our capabilities are like no other; we combine new and old technologies with a skilled and experienced workforce to create dependable products and power solutions that last the distance. Put simply, we have the energy to deliver and can create products and solutions from solar panels and batteries to engineering, technical support and full turn-key systems.
FORWARD LOOKING STATEMENTS
All statements other than statements of historical fact included in this document including, without limitation, statements regarding future plans and objectives of Tag, are forward-looking statements. Forward-looking statements can be identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Tag, its directors and management that could cause Tag’s actual results to differ materially from the results expressed or anticipated in these statements.
Tag cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this document will actually occur and investors are cautioned not to place any reliance on these forward-looking statements. Tag does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this document, except where required by applicable law and stock exchange listing requirements.
For further information please contact:
Chief Executive Officer
Tag Pacific Limited
T: +61 2 8275 6000