|By Marketwired .||
|June 18, 2014 07:43 PM EDT||
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 Generation 5 (cloud compatibility) product and SIM Community Care (home-based) product, (iii) appoint distributors to roll-out SIM 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).
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 platform technology which is an instrumented incontinence assessment application that provides evidence based incontinence management care plans to the residential aged care market.
SIM is a wireless sensor technology that delivers evidence-based instrument incontinence data on individuals. SIM provides user friendly tools and software to assess the incontinence condition and to help plan better outcomes. SIM 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, 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.
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.
"We are a custom software development, engineering firm. We specialize in cloud applications from helping customers that have on-premise applications migrating to the cloud, to helping customers design brand new apps in the cloud. And we specialize in mobile apps," explained Peter Di Stefano, Vice President of Marketing at Impiger Technologies, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 10, 2016 12:30 AM EST Reads: 580
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 11:30 PM EST Reads: 1,146
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 lead...
Dec. 9, 2016 10:45 PM EST Reads: 514
In IT, we sometimes coin terms for things before we know exactly what they are and how they’ll be used. The resulting terms may capture a common set of aspirations and goals – as “cloud” did broadly for on-demand, self-service, and flexible computing. But such a term can also lump together diverse and even competing practices, technologies, and priorities to the point where important distinctions are glossed over and lost.
Dec. 9, 2016 10:30 PM EST Reads: 1,716
Video experiences should be unique and exciting! But that doesn’t mean you need to patch all the pieces yourself. Users demand rich and engaging experiences and new ways to connect with you. But creating robust video applications at scale can be complicated, time-consuming and expensive. In his session at @ThingsExpo, Zohar Babin, Vice President of Platform, Ecosystem and Community at Kaltura, discussed how VPaaS enables you to move fast, creating scalable video experiences that reach your aud...
Dec. 9, 2016 10:00 PM EST Reads: 301
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
Dec. 9, 2016 09:45 PM EST Reads: 2,006
"Once customers get a year into their IoT deployments, they start to realize that they may have been shortsighted in the ways they built out their deployment and the key thing I see a lot of people looking at is - how can I take equipment data, pull it back in an IoT solution and show it in a dashboard," stated Dave McCarthy, Director of Products at Bsquare Corporation, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 09:30 PM EST Reads: 1,282
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 ...
Dec. 9, 2016 08:00 PM EST Reads: 1,023
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for ...
Dec. 9, 2016 07:45 PM EST Reads: 725
IoT is rapidly changing the way enterprises are using data to improve business decision-making. In order to derive business value, organizations must unlock insights from the data gathered and then act on these. In their session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, and Peter Shashkin, Head of Development Department at EastBanc Technologies, discussed how one organization leveraged IoT, cloud technology and data analysis to improve customer experiences and effici...
Dec. 9, 2016 06:45 PM EST Reads: 5,148
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, discussed why and how ReadyTalk diverted from healthy revenue and mor...
Dec. 9, 2016 06:15 PM EST Reads: 1,767
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Dec. 9, 2016 05:30 PM EST Reads: 2,375
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Dec. 9, 2016 05:15 PM EST Reads: 1,891
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...
Dec. 9, 2016 05:15 PM EST Reads: 1,472
"MathFreeOn.com is a line coding platform for engineers and scientists. When they want to solve an engineering problem and they have to use software - they have to pay a lot of money for licenses - but with MathFreeOn you don't have to pay a lot of money. Just go to our site and write the code and you can check the result right away," explained Simon Lee, CMO of MathFreeOn, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Cla...
Dec. 9, 2016 05:15 PM EST Reads: 422