Welcome!

News Feed Item

Simavita Limited Announces Proposed Private Placement and Special Meeting of the Shareholders

SYDNEY, AUSTRALIA -- (Marketwired) -- 06/18/14 -- Simavita Limited ("Simavita" or the "Company") (TSX VENTURE:SV)(ASX:SVA) is pleased to announce that, subject to the approval of the TSX Venture Exchange (the "TSXV") and the Australian Securities Exchange (the "ASX"), it is undertaking a private placement (the "Private Placement") to sophisticated and institutional investors in Australia and New Zealand and to accredited investors in Canada and the United States.

Simavita is proposing to raise maximum gross proceeds of up to AUD$8.46 million by issuing up to 18.8 million common shares ("Shares") and Chess Depository Interests ("CDIs") in the Company at an issue price of AUD$0.45 per Share and CDI. Each CDI issued in Australia will represent one Share of Simavita and will rank equally with existing CDIs.

Minimum amounts to be subscribed for are AUD$6 million, however, the Private Placement is expected to consist of two tranches. The initial allocation (the "First Tranche") is expected to close on or around June 23, 2014 with a maximum issue of up to 8.8 million Shares and CDIs, for gross proceeds of up to AUD$3.96 million. The Company is subject to the listing rules of the ASX, whereby a listed issuer may only raise up to a maximum of 15% of its current issued and outstanding securities in a rolling 12 month period without receiving prior shareholder approval. Therefore, a special shareholders meeting of Simavita (details provided below) will be called before a further allocation (the "Second Tranche") of up to 10.0 million Shares and CDIs, for gross proceeds of up to AUD$4.50 million, may close, which subject to obtaining shareholder approval is expected to occur by mid-late July 2014.

Dussman Pty Ltd (an entity associated with Mr. Damien Haakman, a director of Simavita) and related entities (the "Dussman Entities"), are an insider and control person of the Company as defined by the policies of the TSXV. The Dussman Entities have committed to subscribe for up to AUD$3.0 million under the Private Placement. If demand exceeds the minimum of AUD$6 million, the Company reserves the right to reduce the Dussman participation to a minimum of AUD$500,000.

In addition, Simavita will be conducting a capital raise only in Australia and New Zealand via an ASX CDI purchase plan (held in CDIs) (the "SPP") to raise up to an additional AUD$1.08 million at an issue price of AUD$0.45 per CDI. Under the SPP, each existing Simavita CDI holder in Australia and New Zealand as of a record date of June 18, 2014 may acquire additional CDIs at an issuance price of AUD$0.45 per CDI up to AUD$15,000 per holding. The SPP offer is expected to open June 25, 2014 and will remain open until July 25, 2014. The Company will reserve the right to scale back proportionally any oversubscriptions of CDIs in the SPP and to close the SPP offer early. Full details of the SPP including offer and acceptance forms will be sent to shareholders in the coming days.

The proceeds from the Private Placement and the SPP will be used to: (i) accelerate the roll-out of Simavita's current technologies in the US and European markets, (ii) accelerate SIM(TM) Generation 5 (cloud compatibility) product and SIM(TM) Community Care (home-based) product, (iii) appoint distributors to roll-out SIM(TM) Generation 4 in Europe, (iv) acquire and develop complimentary intellectual property, and (v) for general working capital purposes.

All CDIs issued pursuant to the Private Placement are to be fully tradeable and listed on the ASX.

The Shares issued pursuant to the Private Placement that are listed on the TSXV will be subject to a statutory four month hold plus one day.

The Company is proposing, subject to regulatory approval, to pay a cash commission of up to a total of 5.5% of the aggregate amount of certain investors in respect of the Private Placement to Integrated Equity Pty. Ltd., Bell Potter Securities Limited and Shaw Corporate Finance Pty. Limited (all of which are arm's length parties to the Private Placement).

Special Meeting of Shareholders

In connection with the Second Tranche, the Company will hold a special meeting of shareholders (the "Meeting") on Wednesday, July 23, 2014 at 9:00am (Australian Eastern Standard time). For Canadian corporate law purposes, the record date for the Meeting is June 12, 2014. The purpose of the Meeting is to consider, and if deemed appropriate, to pass resolutions: (i) approving and ratifying, for the purposes of ASX Listing Rule 7.4, the issue of the First Tranche, (ii) approving and authorizing, for the purposes of ASX Listing Rule 7.1, the issue of the Second Tranche and SPP, and (iii) approving and authorizing, for the purposes of the ASX Listing Rule 10.11 and all other purposes, the issue to the Dussman Entities of up to 6,666,667 Shares and CDIs at an issue price of $0.45 per Share and CDI. Assuming that shareholder approval is granted, the Second Tranche is expected to close as soon as practicable following the Meeting. Notice of the Meeting and materials will be dispatched in due course which will set out further information regarding the First Tranche and the Second Tranche.

For further information, please check our website (www.simavita.com).

About Simavita

Simavita is a medical device company that has developed an innovative, world first solution for the management of urinary incontinence, with a focus on the elderly. The first product is the SIM(TM) platform technology which is an instrumented incontinence assessment application that provides evidence based incontinence management care plans to the residential aged care market.

About SIM(TM)

SIM(TM) is a wireless sensor technology that delivers evidence-based instrument incontinence data on individuals. SIM(TM) provides user friendly tools and software to assess the incontinence condition and to help plan better outcomes. SIM(TM) is used to detect, record and report incontinence events during a compulsory or recommended assessment period in residential aged care facilities to develop an evidence-based incontinence care plan.

Conducting assessments is mandatory in many countries and the incontinence assessment creates an influential element of care of each individual. For more information on Simavita or SIM(TM), please visit www.simavita.com.

The TSX Venture Exchange has in no way passed upon the merits of the transactions set out herein and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

Forward-Looking Information

This document may contain "forward-looking information" within the meaning of Canadian securities laws ("forward-looking information"). This forward-looking information is given as of the date of this document.

Forward-looking information relates to future events or future performance and reflects Simavita management's expectations or beliefs regarding future events and includes, but is not limited to, information with respect to the successful completion of the Private Placement and SPP. Assumptions upon which such forward-looking information is based include that Simavita will be able to successfully execute on its business plans. Many of these assumptions are based on factors and events that are not within the control of Simavita and there is no assurance they will prove to be correct.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or information that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Simavita to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related to actual results of current business activities; changes in business plans and strategy as plans continue to be refined; other risks of the medical devices and technology industry; delays in obtaining governmental approvals or financing or in the completion of development activities; as well as those factors detailed from time to time in Simavita's interim and annual financial statements and management's discussion and analysis of those statements. Although Simavita has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Simavita provides no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will look at the protocols that communicate data and the emerging data analy...
Most of us already know that adopting new cloud applications can boost a business’s productivity by enabling organizations to be more agile and ready to change course in our fast-moving and connected digital world. But the rapid adoption of cloud apps and services also brings with it profound security threats, including visibility and control challenges that aren’t present in traditional on-premises environments. At the same time, the cloud – because of its interconnected, flexible and adaptable...
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
“We're a global managed hosting provider. Our core customer set is a U.S.-based customer that is looking to go global,” explained Adam Rogers, Managing Director at ANEXIA, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
The Jevons Paradox suggests that when technological advances increase efficiency of a resource, it results in an overall increase in consumption. Writing on the increased use of coal as a result of technological improvements, 19th-century economist William Stanley Jevons found that these improvements led to the development of new ways to utilize coal. In his session at 19th Cloud Expo, Mark Thiele, Chief Strategy Officer for Apcera, will compare the Jevons Paradox to modern-day enterprise IT, e...
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
What are the new priorities for the connected business? First: businesses need to think differently about the types of connections they will need to make – these span well beyond the traditional app to app into more modern forms of integration including SaaS integrations, mobile integrations, APIs, device integration and Big Data integration. It’s important these are unified together vs. doing them all piecemeal. Second, these types of connections need to be simple to design, adapt and configure...
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...