"www millepede com February The Manager Company Announcements ASX"
www.millepede.com 18 February 2009 The Manager Company Announcements ASX Limited Renounceable Rights Issue Further to Millipede International Limited’s (“the Company”) announcement on 13 February 2009 regarding the renounceable pro-rata rights issue (“Rights Issue”), the Company confirms that a letter has been dispatched to eligible shareholders informing them of the issue on 17 February 2009. A sample copy of the letter follows this announcement. By order of the Board Darren Crawte Company Secretary MILLEPEDE INTERNATIONAL LTD ABN 84 095 821 971 Level 1, 47-49 Stirling Highway NEDLANDS WA 6009 Telephone: +61 8 9321 3514 Facsimile: +61 8 9321 3523 www.millepede.com 17 February 2009 [#name and address of shareholder#] Dear [#shareholder#] NOTICE OF PRO-RATA RENOUNCEABLE RIGHTS ISSUE On 13 February 2009 Millepede International Ltd ACN 095 821 971 (“the Company”) announced a pro-rata renounceable rights issue to offer existing holders of ordinary shares in the issued capital of the Company the opportunity to subscribe for 3 new ordinary shares (“New Shares”) for every 2 ordinary shares (“Shares”) held on the Record Date referred to in the indicative timetable below (“the Rights Issue”). The New Shares will be offered at an issue price of $0.008 per share. The Rights Issue will be made on the same terms to all existing holders of ordinary shares, pro rata to their existing holdings, including to non-residents of Australia. Non-residents of Australia should consult their professional advisors as to whether any governmental or other consent is required, or if any other formalities need to be observed to enable them to accept or deal with their entitlements. Under the Australian Securities Exchange (“ASX”) Listing Rules, the Rights Issue does not require shareholder approval. The Rights Issue will be conducted without a prospectus in accordance with section 708AA of the Corporations Act 2001 (“the Act”). A notice in compliance with section 708AA (2)(f) of the Act was announced to the market in respect of the Rights Issue in accordance with the Act and ASX Listing Rule requirements on 13 February 2009. The Company currently has 170,183,965 shares on issue and 52,879,961 options, each option entitling the holder to acquire one Share at an exercise price of $0.05. The offer will not be made to existing holders of options. A notice of the Rights Issue, advising of the date that options must be exercised by should the holder wish to participate in the Rights Issue, has been sent to option holders. The maximum number of New Shares which may be issued under the Rights Issue, assuming existing options are not exercised, is approximately 255,275,948 to raise approximately $2,042,207 (before costs of the issue) based on the current capital structure of the Company. The actual number of New Shares issued, and the total amount of funds raised, may vary according to any rounding up and the size of any shortfall acceptances. A renounceable rights issue is one in which shareholders can choose to take up the rights offered, let them lapse, or trade them on the market. Note that shares purchased on the market in the period from 18 February 2009 to 24 February 2009 are not entitled to participate in the Rights Issue. Any shares traded after 18 February 2009 may not be traded with the entitlement under the Rights Issue attached to them. Between 18 February 2009 and 13 March 2009 Shareholders may trade their rights on the market by selling their entitlements in full or in part through a stockbroker or agent. Shareholders also may dispose of their entitlements with a renunciation or transfer form, obtained from the share registry or a stockbroker or agent. MILLEPEDE INTERNATIONAL LTD ABN 84 095 821 971 Level 1, 47-49 Stirling Highway NEDLANDS WA 6009 Telephone: +61 8 9321 3514 Facsimile: +61 8 9321 3523 An Offer Letter setting out the terms of the Rights Issue, together with a personalized Entitlement and Acceptance form will be sent to shareholders on or about 2 March 2009. Where the determination of the entitlement of any eligible shareholder results in a fractional entitlement, such fractional entitlement will be rounded up to the nearest whole share. The New Shares, once issued will rank equally with ordinary shares currently on issue. The Rights Issue will not be underwritten. Subscriptions in excess of entitlements may be made out of any shortfall. The Board will reserve the right to place any shortfall at its discretion. The purpose of the Rights Issue is to give existing shareholders an equal opportunity to acquire New Shares at the same offer price and in proportion to their existing holdings. The funds which the Company will raise will be applied to working capital and to explore any business opportunities that may arise in the future. RIGHTS ISSUE INDICATIVE TIMETABLE Notice to Shareholders 17 February 2009 Ex date – rights trading commences 18 February 2009 Record Date 24 February 2009 Despatch Offer Letter 2 March 2009 Rights trading ends 13 March 2009 Acceptances Close by 5pm 20 March 2009 Despatch date 30 March 2009 The Company’s directors propose to participate in the Rights Issue. Shareholders should contact their stockbroker, solicitor, accountant or financial advisor if they are in any doubt as to the value of their entitlement, any risks associated with participating in the Rights Issue or whether they should participate in the Rights Issue at all. If you have any queries please contact Darren Crawte, the Company’s Secretary on (08) 9321 3514. Yours faithfully Darren Crawte Company Secretary MILLEPEDE INTERNATIONAL LTD ABN 84 095 821 971 Level 1, 47-49 Stirling Highway NEDLANDS WA 6009 Telephone: +61 8 9321 3514 Facsimile: +61 8 9321 3523