ASX Announcement Reckon Limited (ACN 003 348 730) 6 July 2017 • DECLARATION OF DIVIDEND IN SPECIE • DE-MERGER OF DMS BUSINESS • AIM IPO OF THE DOCUMENT MANAGEMENT BUSINESS • PRO RATA RIGHTS ISSUE On 17 March 2017 and 30 June 2017, Reckon Limited (Reckon) announced that it proposed to de-merge its Document Management Business (DMS Business) into an independent company with shares admitted to trading on the AIM market of the London Stock Exchange. The AIM quoted entity will be called GetBusy Plc (GetBusy). The board of directors of Reckon are now pleased to update shareholders on the progress of the de-merger and its associated transactions. DIVIDEND IN SPECIE The board announces today that it has declared a dividend of an estimated A$26 million from retained earnings, based on the expected net asset value of the DMS business at the time of the de-merger. The dividend will be satisfied by an in specie distribution of shares in GetBusy to Reckon shareholders on a one for three basis. For personal use only The in specie distribution is conditional upon, and will take effect from, the admission of GetBusy to AIM, which is expected to occur – with a high level of confidence - on or around 8.00 BST on 4 August 2017. The record time and date for the in-specie distribution will be 7.00 pm AEST on 12 July 2017. Reckon shareholders so recorded in the share register will be entitled to participate in the in- specie distribution, subject to the below condition. Reckon shareholders do not need to do anything or to pay anything for the GetBusy shares that they will receive. Ineligible foreign shareholders (that is shareholders whose addresses are shown in the share register at the record date as being in a jurisdiction outside Australia, New Zealand and the United Kingdom) will have their shares sold and receive a cash amount per GetBusy Share equal to the market price achieved upon the sale of such shares, converted into Australian dollars at the prevailing market exchange rate. At this point, as previously announced, Reckon expects that the Commissioner of Taxation will make a determination that there should be no capital gains tax (CGT) event for shareholders, and that: • 2% of the value of the In-Specie Distribution will be treated as an assessable de-merger dividend. • 98% of the value will be treated as a non-assessable de-merger dividend. The final tax treatment will be confirmed as part of a Class Ruling and shareholders will be notified when this happens. Further details on the in specie distribution are set out in the attached Australian prospectus. RE-ORGANISATION OF DMS BUSINESS Prior to making the in-specie distribution Reckon has implemented the re-organisation of its DMS business via a series of asset and share sales such that the DMS business will be ultimately held by GetBusy. Daniel Rabie, presently COO of Reckon Limited, will be appointed CEO of GetBusy. FUND RAISING VIA RIGHTS ISSUE GetBusy will require an additional £3 million (approximately AU$5.1 million) of working capital including to support product development, particularly of a new product referred to as SCIM (Secure Communication and Information Management). For personal use only These additional funds will be raised by way of a pro rata non-renounceable rights issue of GetBusy shares to Reckon Shareholders as at the record date. The rights issue will be conducted on the basis of 20 GetBusy Shares for every 213 Reckon Shares held at 7.00 pm AEST on a record date of 12 July 2017, at a rights issue price of A$0.48 per GetBusy Share, which will be payable in full on application. Any fractional entitlement to shares issued in the rights issue will be rounded down. The rights issue price represents a discount of 9.36% to the pre money valuation of the business as a standalone listed company. The rights issue is fully underwritten by Reckon directors, Clive Rabie, and Greg Wilkinson and current Reckon COO, Daniel Rabie. If the admission of GetBusy to AIM does not proceed, the capital raising, rights issue and in specie distribution will not take place. Any amounts paid in the rights issue will be re-funded. TRANSACTION DOCUMENTATION Further details of the in specie distribution, the rights offer and related underwriting are set out in the Australian prospectus which is attached to this announcement. An Australian version of the AIM Admission document setting out the detailed information relating to the admission of GetBusy to AIM forms part of that prospectus. The Australian prospectus has been lodged with ASIC and is also available from the Reckon company website at https://www.reckon.com/au/investors/market-announcements/. A copy of the prospectus will be sent, to persons who are Reckon shareholders on the record date, on 14 July 2017 together with a personalised Entitlement and Acceptance Forms. These documents should be read in their entirety. If you do not understand their contents, or are in doubt as to the course that you should follow, you should consult your stockbroker or professional advisor. Please refer to the next page for the timetable. For personal use only Key dates Timetable Announcement of the Rights Issue(attaching prospectus) 6 July 2017 Lodgement of the Prospectus with ASIC 6 July 2017 Reckon shares are quoted on an ex-rights basis 11 July 2017 Record Time for In-Specie Distribution and Rights Issue 7:00pm AEST, 12 July 2017 End of exposure period and opening date for Rights Issue 14 July 2017 (Note that ASIC can extend the exposure period from 7 days up to 14 days.) Dispatch of Prospectus (including Australian version of the AIM 14 July 2017 Admission Document) and Entitlement and Acceptance Forms to Reckon Shareholders Closing Date for Rights Issue 26 July 2017 Last day to provide CREST elections (or receive by default GetBusy 26 July 2017 Shares in certificated form) Undersubscriptions for Rights Issue announced 28 July 2017 AIM Admission 4 August 2017 GetBusy Shares issued pursuant to the In-Specie Distribution and Rights 4 August 2017 Issue credited to CREST accounts and certificated shareholdings created Cash payments to Ineligible Foreign Shareholders expected to be 16 August 2017 made Dispatch of share certificates 8 August 2017 All dates and times are indicative only and Reckon reserves the right to vary these times For personal use only For further information, please contact: Mr Clive Rabie Mr Chris Hagglund Group CEO CFO Reckon Limited Reckon Limited (02) 9577 5946 (02) 9577 5414 Prospectus for shareholders of Reckon Limited (ACN 003 348 730) relating to: the proposed demerger of the Business by way of an in-specie distribution of shares in GetBusy Plc; and a fully underwritten non-renounceable pro rata offer of 20 GetBusy Shares for every 213 Reckon Shares held as at the Record Time at a Rights Issue Price of A$0.48 to raise approximately A$5.1 million. The Rights Issue closes at 5.00pm AEST on 26 July 2017 (or such later date as the directors of GetBusy and Reckon, in their absolute discretion and subject to compliance with the ASX Listing Rules, may determine). Valid acceptances (including payment) must be received prior to this time. This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents, or are in doubt as to the course that you should follow, you should consult your stockbroker or professional advisor. For personal use only Important notices This document is a Prospectus that relates to the In-Specie Distribution of GetBusy Shares to Reckon Shareholders and also the non-renounceable pro rata offer of 20 GetBusy Shares for every 213 Reckon Shares held as at the Record Time. This document is set out in 2 parts. Part A relates to the In-Specie Distribution and the Rights Issue and Part B contains detailed information about GetBusy (being the Admission Document). Defined terms and interpretation Capitalised terms used in Part A of this this Prospectus are defined in the Definitions at section 7 of this Prospectus. Australian Prospectus This Prospectus is dated 6 July 2017. A copy of this Prospectus was lodged with ASIC on 6 July 2017. No GetBusy Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. GetBusy Shares pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus. Neither ASIC nor the ASX nor any of their officers takes any responsibility for the content of this Prospectus. The total consideration under the Rights Issue is less than €5 million (or an equivalent amount) in aggregate. Therefore, in accordance with Section 85 and Schedule 11A of the Financial Services and Markets Act 2000 (FSMA), this Prospectus is not, and is not required to be, a prospectus for the purposes of the Prospectus Rules issued by the United Kingdom’s Financial Conduct Authority (FCA) and they have not been prepared in accordance with the Prospectus Rules issued by the FCA. Accordingly, this Prospectus has not been, and will not be, reviewed or approved by the FCA pursuant to sections 85 and 87 of FSMA or by the London Stock Exchange. No investment advice The information provided in this Prospectus is not financial product advice. This Prospectus contains general information only, and does not take into account the investment objectives, financial situation or particular needs of individual investors. Accordingly, nothing in this Prospectus should be construed as a recommendation by Reckon or GetBusy or any other person concerning an investment in GetBusy.
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