HEALTH AND PLANT PROTEIN GROUP LIMITED 
By
21 May 2014
Dear Shareholder
Buderim Ginger Limited (Company) today announced that it is undertaking a pro-rata renounceable Entitlement offer to raise up to $10.35 million (before offer costs) (Entitlement Offer).
The Company has been advised by shareholders associated with the directors and senior management that they intend to take up such a number of entitlements and additional shares representing approximately $4.1 million (before offer costs).*
The Entitlement Offer provides you with the opportunity to subscribe for 1 New Share for every 1 share held at 7pm (Sydney time) on Tuesday 27 May 2014 (Entitlement) at an issue price of $0.50 per New Share.
The issue price of $0.50 under the Entitlement Offer represents a discount of approximately:
32.1 % to the VWAP1 of the Company's shares of $0.74 calculated over the 15 trading days up to and including 20 May 2014; and
35.1% to the last close of $0.77 per Share on 20 May 2014.
Additional Shares
Eligible shareholders who take up their full Entitlement may subscribe for additional New Shares (Additional Shares) from a pool of those not taken up by Eligible Shareholders as at the closing date of the Entitlement Offer (Shortfall Facility).
Eligible shareholders will be allocated Additional Shares initially according to their pro-rata share of the Shortfall Facility having regard to their shareholdings at the record date (or any lesser amount sought). If any shortfall remains, further rounds of allocating the remaining shortfall pro-rata will occur on the same basis until all of the shortfall has been allocated or all shortfall applications have been satisfied in full. The one exception to this policy is that no shareholder can emerge from the shortfall allocation process with a total number of shares that would see it and its associates exceeding 20% of the Company's total shares on issue.
There is no guarantee that applicants under the Shortfall Facility will receive the number of
Additional Shares applied for under the Shortfall Facility, or any.
The Entitlement Offer will be offered to all shareholders of the Company with a registered address in Australia and New Zealand as at the record date (Eligible Shareholders).
The Company regrets that, having considered the number of shareholders with registered addresses outside Australia and New Zealand (Ineligible Shareholders), the number and value of the shareholdings held by Ineligible Shareholders, and the costs of complying with
the laws and any requirements of any regulatory authority in each applicable jurisdiction, it will not offer the Entitlement Offer to Ineligible Shareholders.
1 VWAP is the volume weighted average share price of a share
Entitlements
Entitlements in respect of New Shares will be rounded up to the nearest whole number and holdings on different registers or sub-registers will not be aggregated to calculate Entitlements.
Entitlements are renounceable and will be tradeable on the ASX or otherwise transferable. They are expected to be quoted and tradeable on market from Friday, 23 May 2014 to Wednesday,11 June 2014 (Entitlement Trading Period).
You may sell your Entitlements in order to realise value that may attach to those Entitlements if sold at that time. There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact on the ability to sell Entitlements on market and the price able to be achieved.
Prices obtained for Entitlements may rise and fall over the Entitlement Trading Period and will depend on many factors including the demand for and supply of Entitlements and the value of the Company's shares relative to the issue price. If you sell your Entitlement, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time during the Entitlement Trading Period.
The Company currently has 20,648,694 shares on issue.
The table below provides a pro-forma capital structure of the Company after completion of the Entitlement Offer (assuming no other shares are issued by the Company and no options or performance rights are exercised). The actual outcome of the Entitlement Offer may differ.
Share Capital | Shares |
Shares on issue on announcement of the Entitlement Offer | 20,648,694 |
New Shares to be issued under the Entitlement Offer | Up to 20,648,694 |
Potential shares on issue after the Entitlement Offer | Up to 41,297,388 |
This table is indicative and has been prepared for illustrative purposes only. Shareholders should be aware that the actual number of shares issued may differ from this table.
Further information
The Entitlement Offer will be made under section 708AA of the Corporations Act. Accordingly, the Company will not prepare a prospectus or other disclosure document. The Company will release a copy of the Entitlement Offer booklet and the Entitlement and Acceptance Form to ASX on 29 May 2014, and send a copy to all Eligible Shareholders on this date.
An update on the Company's current priorities has also been announced today. Further details of the Entitlement Offer will be included in the Entitlement Offer booklet.
Your Entitlement may have value and it is important you determine whether to (in whole or in part) take up, transfer, sell or do nothing in respect of your Entitlement. There are a number of ways in which you can sell all or part of your Entitlement, each of which may result in a different value for those Entitlements sold.
(a) Take up an Entitlement in full and apply for Additional Shares
If you wish to take up your Entitlement in full, follow the instructions set out in the
Entitlement and Acceptance Form.
If you have applied to take up all of your Entitlement, you may also apply for Additional Shares. Follow the instructions set out in the Entitlement and Acceptance Form.
(b) Sell all or part of your Entitlement on ASX
If you wish to sell all of your Entitlement on ASX, you should instruct your stockbroker and provide details as requested from your personalised Entitlement and Acceptance Form. Allow sufficient time for your instructions to be carried out by your stockbroker.
If you wish to sell part of your Entitlement on ASX and:
(i) let the balance lapse - follow the procedures above in respect of the part of your Entitlement you wish to sell on ASX, and do nothing in respect of the balance; or
(ii) take up the balance - follow the procedures above in respect of the part of your Entitlement you wish to sell on ASX and complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up.
(c) Transfer all or part of your Entitlement other than on ASX
If you wish to transfer all or part of your Entitlement other than on ASX you must forward a completed Renunciation and Transfer Form together with the Entitlement and Acceptance Form and the transferee's application money to the Company's share registry in relation to the part of your Entitlement that you wish to transfer.
If you hold issuer sponsored securities, you can obtain a Renunciation and Transfer
Form through the Company's Share Registry on 1300 552 270 (within Australia) or
+61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (Sydney time) Monday to Friday during the Entitlement Offer period.
The Renunciation and Transfer Form together with the application money and the Entitlement and Acceptance Form must be received by the share registry no later than 5.00pm (Sydney time) on Wednesday 18 June 2014. If the Share Registry receives both a completed Renunciation and Transfer Form and an application for New Shares in respect of the same Entitlement, the transfer will be given effect in priority to the application.
If you hold broker / CHESS sponsored securities, you should request a Renunciation and Transfer Form from your stockbroker.
If you wish to transfer part of your Entitlement and:
(i) let the balance lapse - follow the procedures above in respect of the part of your Entitlement you wish to transfer, and do nothing in respect of the balance; or
(ii) take up the balance - follow the procedures above in respect of the part of your Entitlement you wish to transfer and complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up.
You may only transfer your Entitlements in this way to an Eligible Shareholder. (d) Do nothing and allow your Entitlement to lapse
If you do nothing your Entitlement will lapse and you will receive no benefit. Although you will continue to own the same number of shares, your percentage holding in the Company will be diluted.
Event | Date |
Announcement of Entitlement Offer | 21 May 2014 |
Existing shares quoted on an 'ex-Entitlement' basis Entitlements trading commences (on a deferred settlement basis) | 23 May 2014 |
Record Date | 7.00pm (Sydney time) Tuesday 27 May 2014 |
Entitlement Offer opens Entitlement Offer booklet and acceptance forms released to ASX and despatched | Thursday 29 May 2014 |
Entitlements trading ends | 11 June 2014 |
Securities quoted on a deferred settlement basis | 12 June 2014 |
Entitlement Offer closes | 5.00pm (Sydney time) Wednesday 18 June 2014 |
Announcement of shortfall (if any) under the Entitlement Offer | 23 June 2014 |
Allotment date of new shares issued under the Entitlement Offer | 25 June 2014 |
Despatch of holding statements for New Shares issued under the Entitlement Offer. | 26 June 2014 |
Normal trading of New Shares issued under the Entitlement Offer | 26 June 2014 |
The timetable is subject to change and the Company reserves the right to withdraw or vary the timetable for the offer without notice. In particular, the Company reserves the right to extend the closing date for the Entitlement Offer, to accept late applications whether generally or in particular cases or to withdraw the Entitlement Offer without prior notice.
The Directors thank you for your ongoing support of the Company. Yours sincerely,
Steve Morrow
*The Company has been advised of the following shareholder intentions:
Shareholder | Shareholding | Intended participation |
John Cheadle as trustee for John Cheadle Trust (associated with director George Vasili) | 6,819,959 | 100% of Entitlements |
Shane Templeton | 1,048,952 | 50% of Entitlements |
Roger Masters | 341,418 | 100% of Entitlements |
Karand Family Trust (associated with Chief Financial Officer Andrew Bond) | 2,376 | 100% of Entitlements and $250,000 of Additional Shares |
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