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.

Contacts:
Company
Philippa Lewis, Chief Executive Officer
T: +61 2 8405 6381

Media and Investor Relations
Buchan Consulting
Jane Lowe
E: [email protected]
T: +61 2 9237 2800

Rebecca Wilson
E: [email protected]
T: (03) 9866 4722

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
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
SYS-CON Events announced today that SourceForge has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SourceForge is the largest, most trusted destination for Open Source Software development, collaboration, discovery and download on the web serving over 32 million viewers, 150 million downloads and over 460,000 active development projects each and every month.
Today most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes significant work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reducti...
Today traditional IT approaches leverage well-architected compute/networking domains to control what applications can access what data, and how. DevOps includes rapid application development/deployment leveraging concepts like containerization, third-party sourced applications and databases. Such applications need access to production data for its test and iteration cycles. Data Security? That sounds like a roadblock to DevOps vs. protecting the crown jewels to those in IT.
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.
SYS-CON Events announced today that Interface Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Interface Corporation is a company developing, manufacturing and marketing high quality and wide variety of industrial computers and interface modules such as PCIs and PCI express. For more information, visit http://www.i...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st 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 w...
In his session at @ThingsExpo, Greg Gorman is the Director, IoT Developer Ecosystem, Watson IoT, will provide a short tutorial on Node-RED, a Node.js-based programming tool for wiring together hardware devices, APIs and online services in new and interesting ways. It provides a browser-based editor that makes it easy to wire together flows using a wide range of nodes in the palette that can be deployed to its runtime in a single-click. There is a large library of contributed nodes that help so...
What is the best strategy for selecting the right offshore company for your business? In his session at 21st Cloud Expo, Alan Winters, U.S. Head of Business Development at MobiDev, will discuss the things to look for - positive and negative - in evaluating your options. He will also discuss how to maximize productivity with your offshore developers. Before you start your search, clearly understand your business needs and how that impacts software choices.
IBM helps FinTechs and financial services companies build and monetize cognitive-enabled financial services apps quickly and at scale. Hosted on IBM Bluemix, IBM’s platform builds in customer insights, regulatory compliance analytics and security to help reduce development time and testing. In his session at 21st Cloud Expo, Lennart Frantzell, a Developer Advocate with IBM, will discuss how these tools simplify the time-consuming tasks of selection, mapping and data integration, allowing devel...
SYS-CON Events announced today that Cedexis will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Cedexis is the leader in data-driven enterprise global traffic management. Whether optimizing traffic through datacenters, clouds, CDNs, or any combination, Cedexis solutions drive quality and cost-effectiveness.
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...
While some developers care passionately about how data centers and clouds are architected, for most, it is only the end result that matters. To the majority of companies, technology exists to solve a business problem, and only delivers value when it is solving that problem. 2017 brings the mainstream adoption of containers for production workloads. In his session at 21st Cloud Expo, Ben McCormack, VP of Operations at Evernote, will discuss how data centers of the future will be managed, how th...
There is huge complexity in implementing a successful digital business that requires efficient on-premise and cloud back-end infrastructure, IT and Internet of Things (IoT) data, analytics, Machine Learning, Artificial Intelligence (AI) and Digital Applications. In the data center alone, there are physical and virtual infrastructures, multiple operating systems, multiple applications and new and emerging business and technological paradigms such as cloud computing and XaaS. And then there are pe...
Why Federal cloud? What is in Federal Clouds and integrations? This session will identify the process and the FedRAMP initiative. But is it sufficient? What is the remedy for keeping abreast of cutting-edge technology? In his session at 21st Cloud Expo, Rasananda Behera will examine the proposed solutions: Private or public or hybrid cloud Responsible governing bodies How can we accomplish?