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dorsaVi Limited ACN 129 742 409

OFFER STATEMENT

A WHOLLY UNDERWRITTEN NON-RENOUNCEABLE RIGHTS OFFER OF 1 ORDINARY SHARE FOR EVERY 12 ORDINARY SHARES AT $0.01 EACH TO RAISE UP TO APPROXIMATELY $297,073

Valid acceptances must be received by 5:00 pm (Melbourne time) on 19 August 2022

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your stockbroker, accountant, or financial or other professional adviser without delay.

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Table of contents

Timetable.................................................................................................................................................

1

Letter from chairman ...............................................................................................................................

2

1.

Details of the Offer ........................................................................................................................

4

2.

How to apply by eligible shareholders ..........................................................................................

9

Important notices

This offer statement is dated 29 July 2022, and a copy was given to ASX Limited (ASX) on that date.

This offer statement sets out the terms of the wholly underwritten non-renounceable rights offer (Offer) by dorsaVi Limited (dorsaVi) under which eligible shareholders are entitled to acquire 1 ordinary share in dorsaVi at $0.01 per share for every 12 ordinary shares held at 7:00 pm (Melbourne time) on 3 August 2022. This offer statement is not a prospectus and has not been lodged with the Australian Securities and Investments Commission (ASIC). The Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act 2001 (Cth) as notionally modified by ASIC Corporations (Non- Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73. Accordingly, this offer statement does not contain all of the information which would otherwise be required by law to be disclosed in a prospectus.

The shares being offered pursuant to this offer statement are not being offered to the public within New Zealand other than to existing shareholders of dorsaVi with registered addresses in

New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 (FMCA) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this offer statement. Any information or representation not contained in this offer statement may not be relied upon as having been authorised by dorsaVi in connection with the Offer. Neither dorsaVi nor any other person warrants the future performance of dorsaVi or any return on any investment made under this offer statement, except as required by law and then, only to the extent so required.

Any forecast or any forward looking statement contained in this offer statement may involve significant elements of subjective judgment and assumption as to future events which may or may not be correct, and there are usually differences between forecasts and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. Nothing contained in this offer statement is, or may be relied on as, a promise or representation as to the future.

The information in this offer statement does not constitute a securities recommendation or financial product advice, and does not purport to constitute all the information that you may require to enable you to evaluate effectively and completely whether to take up additional shares under the Offer. In preparing this offer statement, dorsaVi has not taken into account the investment objectives, financial situation or particular needs of any particular person. Accordingly, before acting on this offer statement, you should assess whether a further investment in dorsaVi would be appropriate in light of your own financial circumstances.

Except to the extent prohibited by law, dorsaVi, its officers, employees, underwriters and advisers disclaim all liability that may otherwise arise due to any of this information being inaccurate or incomplete.

Unless otherwise stated, a monetary reference in this offer statement is a reference to Australian currency.

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Contact details

If you have any query or question about the Offer, you may contact Brendan Case, dorsaVi's company secretary on +61 (0) 410 442 393 or for any other registry related matters contact dorsaVi's share registrar as follows:

Computershare Investor Services

Telephone:

1300 850 505 (within Australia)

+61 (0)3 9415 4000 (outside Australia)

between 8:30 am and 5:00 pm (Melbourne time) Monday to Friday

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Timetable

Event

Date

Announcement of Offer

29

July 2022 (prior to 10:00am)

Shares commence quotation on an 'ex' basis ('ex' date)

2 August 2022 2022

Record date to determine entitlements under Offer

3 August 2022 at 7:00 pm

(Melbourne time)

Offer statements and entitlement and acceptance forms

5 August 2022

despatched to eligible shareholders and foreign shareholders

informed of Offer

Offer opens

5 August 2022

Offer closes

19

August 2022 at 5:00 pm

(Melbourne time)

Shares commence quotation on a deferred settlement basis

22

August 2022

ASX notified of any change to exercise price of existing options

22

August 2022

due to proposed issue of new shares under Offer

ASX notified of results of Offer and of any under-subscriptions

26

August 2022

(i.e. shortfall)

New shares applied for under Offer and any shortfall or

26

August 2022

underwriting issued

Deferred settlement trading ends

26

August 2022

Normal trading of new shares starts

29

August 2022

These dates are indicative only and subject to change. dorsaVi reserves the right, subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, to change any date including to extend the closing date of the Offer, to close the Offer early, to accept late acceptances either generally or in particular cases, or to withdraw or reduce the size of the Offer without notice. Any extension of the closing date will have a consequential effect on the later dates including the issue date of new shares. If the Offer is withdrawn, any application money previously received will be returned without interest.

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Letter from acting chairman

Dear dorsaVi shareholder

On behalf of the directors of dorsaVi, I am pleased to invite all eligible shareholders to participate in the 1 for 12 wholly underwritten non-renounceable rights offer described in this offer statement (Offer).

The shareholders of dorsaVi who may participate in the Offer (eligible shareholders) are those who have a registered address in Australia or New Zealand and who hold shares in dorsaVi at 7:00 pm (Melbourne time) on 3 August 2022.

Under the Offer, if fully subscribed, dorsaVi aims to raise approximately $297,073 from the issue of up to 29,707,338 new ordinary shares. Once all of the expenses associated with the Offer have been met, dorsaVi intends to use the balance of the money raised for general working capital purposes, as well as to support the commercialisation of new products in key markets, accelerate the conversion of the sales pipeline and for ongoing product development and enhancement.

The Offer will be fully underwritten and the terms of this underwriting are set out below. I have personally agreed to be one of the underwriters, alongside Andrew Ronchi, Gina & Troy Super Pty Ltd as trustee for the G & T Super Fund (an entity associated with the Company's CFO, Troy Di Domenico), John Dyson and Tanarny Super Fund Pty Ltd as trustee the Tanarny Super Fund (an entity associated with the Company's CEO, Andrew Ronchi) (Underwriters).

A placement is also being made in connection with the Offer, and I am pleased to report that under the placement DVL has issued 40 million new shares to sophisticated and professional investors, at an issue price of $0.01, raising an additional $400,000. Shareholders issued shares under the placement will not be eligible to participate in the Offer in respect of those placement shares.

Details of your entitlement

A personalised entitlement and acceptance form accompanies this offer statement and, as an eligible shareholder, you are entitled under the terms of the Offer to use that form to subscribe for 1 new ordinary share in dorsaVi at a price of $0.01 for every 12 fully paid ordinary shares in dorsaVi that you hold at 7:00pm Melbourne time on 3 August 2022. The price of $0.01 per share represents a discount of 29% to the closing sale price on ASX of dorsaVi ordinary shares on 26 July 2022 of $0.014 (being the last day shares in the Company were traded prior to the date of this offer statement), and a 12% discount to the 15 day volume weighted average price of $0.0114.

Eligible shareholders who subscribe for their full entitlement will also have the opportunity to apply for additional shares in any shortfall at the same price of $0.01 each. There is no guarantee of the number of shortfall shares (if any) that will be available to eligible shareholders and the allocation of those shortfall shares among applicants will be at the discretion of the board of directors of dorsaVi in accordance with the policy described in section 2.3 of this offer statement.

If after the shortfall has been allocated there are any shortfall shares remaining the Underwriters have agreed to subscribe for up to 29,707,338 shares at $0.01 each to underwrite the Offer up to $297,073.

To participate in the Offer, you will need to make the required payment in accordance with the instructions provided in the entitlement and acceptance form so that it is received by dorsaVi's share

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dorsaVi Ltd. published this content on 28 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2022 23:43:08 UTC.