Shareholders advised of Non-Renounceable Pro-Rata Entitlement Offer

Jul 20, 2023

20 July 2023

Today our Chairman wrote to shareholders summarising key details about a non-renounceable pro-rata offer of new fully paid ordinary shares, each with a free attaching option (Entitlement Offer).

The letter is provided here:

Recently, in March 2023, the Company attracted funding through a placement of Shares at a substantial premium and your Board has been assessing how to fund the development of its products for commercialisation to maximise Shareholder participation and value.

We are aware that there are a significant number of Shareholders without a marketable parcel. We are also aware that there is substantial body of Shareholders who have invested at higher prices, and some with large shareholdings who have invested at substantially lower cost.

On 14 July 2023, we announced a non-renounceable pro-rata offer of new fully paid ordinary shares each with a free attaching option (Entitlement Offer) and this letter summarises key details.

Key details of the Entitlement Offer:

  1. Opening date: The Entitlement Offer will open on Monday, 24 July 2023.
  2. Prospectus: You will be sent the Prospectus and your personalised Entitlement and Acceptance Form on Monday, 24 July 2023. Please also refer to the Important Notice below.
  3. Entitlement Offer: You will have the opportunity to apply for one new share for every two shares you hold at 7 pm (AEST) on 19 July 2023, at an offer price of $0.045 per new share
  4. Free attaching option: For each new share applied for and issued under the Entitlement Offer, you will also receive one free attaching option exercisable at $0.10 each on or before the day that is 24 months after the date of issue of that option
  5. Eligibility: Only shareholders who:
    1. are registered as a holder of shares as at 7 pm (AEST) on 19 July 2023;
    2. have a registered address on the Company’s share register in Australia or New Zealand, or are, in the opinion of the Company, otherwise eligible to receive an offer of new securities under the Entitlement Offer; and
    3. are not in the United States and are not acting for the account or benefit of a person in the United States,
      are eligible to participate in the Entitlement Offer (Eligible Shareholders).
  6. Top up facility: Eligible Shareholders who take up their entitlements under the Entitlement Offer in full may apply for additional new shares at the offer price under the Entitlement Offer, with free attaching new options, subject to applicable laws and the terms and conditions set out in the Prospectus.

Taylor Collison Limited will act as the lead manager to the Entitlement Offer, including any shortfall to the Entitlement Offer. Taylor Collison will place any shortfall that is not allocated pursuant to the top up facility with sophisticated and professional investors on a best endeavours basis.

Any allocation of shortfall (including under the top up facility) is subject to the discretion of the Company’s directors as to the allocation of shortfall.

This email does not contain all the information that you may require in connection with the Entitlement Offer or an investment in the Company. It is provided to you for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in the Company.  We encourage you to review the full details of the Entitlement Offer in the Prospectus, which will be sent to you on 24 July 2023 and is currently available on the ASX at www.asx.com.au and on the Company’s website at www.1414degrees.com.au.

Thank you for your continued support as a shareholder of 1414 Degrees Limited.

Sincerely,
Dr Kevin Moriarty
Executive Chairman, 1414 Degrees Limited

IMPORTANT NOTICE

In accordance with section 734(6) of the Corporations Act 2001 (Cth), the Company notes:

  1. the Company lodged the Prospectus in relation to the Entitlement Offer and certain related offers with ASX and ASIC on 14 July 2023, which is available at www.1414degrees.com.au;
  2. the Company will be the issuer of securities referred to in this email pursuant to the Prospectus;
  3. the offers of the securities under the Prospectus will be made in, or accompanied by, a copy of the Prospectus;
  4. a person should consider the Prospectus in deciding whether to acquire the securities in the Company; and
  5. anyone wishing to acquire the securities under the Entitlement Offer or any other offer made pursuant to the Prospectus will need to complete the relevant application form that will be in or will accompany the Prospectus.

If you receive this email and do not satisfy each of the criteria above for being an Eligible Shareholder, you are not entitled to participate in the Entitlement Offer (please refer to the Prospectus and the ‘Notification to Ineligible Shareholders’ announced by the Company along with the Prospectus on ASX on 14 July 2023 for further information).

The content of this email is not, and should not be considered as, a securities recommendation or financial product advice. The information in this email is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Before acting on the information, you should consider the appropriateness of the information, having regard to your objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser.