Microsoft Word - QHL - Cleansing Notice - Placement revised



Level 2, 160 Pitt Street

Sydney NSW 2000

Tel: +61 2 9774 0300

Fax: +61 2 9771 0256

Email: info@quickstep.com.au

  • Web: www.quickstep.com.au


2 November 2015


Company Announcements Office ASX Limited

Exchange Centre

Level 4, 20 Bridge Street

SYDNEY NSW 2000


SETTLEMENT OF PLACEMENT, CORRECTION AND CLEANSING NOTICE


Quickstep Holdings Limited (ASX: QHL) (Quickstep) confirms that it has today issued 33,333,333 fully paid ordinary shares in Quickstep (Placement Shares) upon settlement of the placement to a strategic investor (Placement) outlined in Quickstep's announcement to ASX on Tuesday, 27 October 2015. Further details in relation to the Placement Shares are set out in the Appendix 3B released to ASX today.


Correction to ASX Announcement and Capital Raising Presentation


Quickstep advises that the 15-day volume weighted average price (VWAP) of Shares on ASX (up to and including 23 October 2015) that was referred to in the ASX Announcement and Capital Raising Presentation released on Tuesday, 27 October 2015 should have been $0.194 per Share instead of

$0.191 per Share.


The Placement price of $0.15 per Share therefore reflects a 22.9% discount to the 15-day VWAP (previously stated as 21.6%) and the Entitlement Offer price of $0.13 per Share reflects a discount of 33.1% (previously stated as 32.1%).


Information disclosed under ASX Listing Rule 3.10.5A


Quickstep hereby notifies ASX that:


  1. All of the 33,333,333 Placement Shares were issued pursuant to Quickstep's ASX Listing Rule 7.1A capacity. The Placement Shares issued under the Placement represent 7.73% of the post-Placement capital of the Company. Pre-Placement shareholders' overall interests were therefore diluted by 7.73% following the Placement.


  2. The Placement Shares were issued pursuant to Quickstep's placement capacity under ASX Listing Rule 7.1A to enable a new investor (Deakin University) to take up a strategic stake in Quickstep. However, Quickstep also announced on Tuesday, 27 October 2015 that the Placement would be followed by a 1: 3.3 entitlement offer under which existing eligible shareholders will have an opportunity to acquire 1 Quickstep share for every 3.3 shares held as at the record date of 7.00pm (AEDT) on Wednesday, 4 November 2015 at a price of $0.13 per share (Entitlement Offer). Eligible shareholders will also have the ability to subscribe for more than their entitlement under the Entitlement Offer through a top-up facility. This will allow existing eligible shareholders an opportunity to acquire shares at a discount to the Placement price of $0.15 per share. Deakin University is also eligible to participate in the Entitlement Offer.


    Quickstep Holdings Ltd ACN: 096 268 156

    ABN: 55 096 268 156


  3. The Placement and Entitlement Offer are fully underwritten by Moelis Australia Advisory Pty Ltd (Moelis) pursuant to the terms of an underwriting agreement which contains customary termination events. Moelis will be paid an underwriting fee of 3.5% of the proceeds raised from the Placement and Entitlement Offer plus a management fee of 1.0% of the proceeds raised from the Placement and Entitlement Offer.


  4. Except as set out above, Quickstep has not incurred costs other than miscellaneous expenses, listing fees and legal fees in connection with the Placement.


Notice under section 708A of the Corporations Act 2001 (Cth) (Act)


Quickstep hereby notifies ASX that:


  1. Quickstep issued the Placement Shares without disclosure to investors under Part 6D.2 of the Act;


  2. this notice is given by Quickstep under paragraph 708A(5)(e) of the Act;


  3. as at the date of this notice, Quickstep has complied with the provisions of Chapter 2M of the Act as they apply to Quickstep, and section 674 of the Act; and


  4. as at the date of this notice, there is no excluded information of the type referred to in subsections 708A(7) and (8) of the Act.


Signed for and on behalf of Quickstep




Jaime Pinto Company Secretary

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