Share Purchase Plan Record Date Clarification
Released
Released
Announcement PDF
ASX RELEASE
10 April 2024
AVA Share Purchase Plan – Record Date Clarification
Ava Risk Group Limited (ASX: AVA) (“Ava Risk Group” or “the Company”) refers to its earlier announcement
regarding the details of its Share Purchase Plan (SPP). The Company notes that due to an administrative error an
incorrect Record Date was referenced in the SPP documentation and that the correct Record Date is 9 April 2024.
The Company confirms that the SPP will be available to shareholders who are on the Company register at 7.00pm
(Sydney time) on 9 April 2024, and having a registered address in Australia or New Zealand.
The corrected documentation in relation to the SPP is attached to this announcement and will be despatched to all
shareholders accompanied by an application form.
ENDS
This announcement is authorised for release by the AVA Board of Directors.
For further information, please contact:
Investor Enquiries
Alexandra Abeyratne
Citadel-MAGNUS
aabeyratne@citadelmagnus.com
+61 438 380 057
About Ava Risk Group
Ava Risk Group is a global leader in providing technologies and services to protect critical and high value assets and
infrastructure. It operates three business segments – Detect, Access and Illumination. The Detect segment manufactures
and markets ‘smart’ fibre optic sensing systems for security and condition monitoring for a range of applications
including perimeters, pipelines, conveyors, power cables and data networks. Access is a specialist in the development,
manufacture and supply of high security biometric readers, security access control and electronic locking products.
Illumination specialises in the development and manufacture of illuminators, ANPR cameras and perimeter detectors.
Ava Risk Group products and services are trusted by some of the most security conscious commercial, industrial, military
and government clients in the world. www.avariskgroup.com
10 April 2024
Dear Shareholder
Share purchase plan
On behalf of the Board of AVA Risk Group Limited ACN 064 089 318 (ASX: AVA) (AVA or Company), I am
pleased to offer you the opportunity to purchase up to $30,000 in additional shares in AVA under this share
purchase plan (SPP).
The SPP forms part of a broader capital raising announced by the Company on 28 March 2024, comprised of a
placement to raise $3 million (Placement) and this follow on SPP.
The SPP will be available to shareholders who are on the Company register at 7.00pm (Sydney time) on 9 April
2024 (Record Date), and having a registered address in Australia or New Zealand (Eligible Shareholders).
The SPP gives Eligible Shareholders the opportunity to purchase additional shares in AVA at $0.13 per share
(Issue Price), which represents a discount of:
1
18.8% to the closing price on 26 March 2024 ($0.160), being the last trading day prior to the
announcement of the SPP;
2
16.4% to the 5-day VWAP up to 26 March 2024 ($0.156); and
3
18.0% to the 10-day VWAP up to 26 March 2024 ($0.159).
The Issue Price is the same as the price of new Shares issued under the Placement.
The SPP is targeting to raise up to $1 million, however the Company reserves the right to raise more or less
than this amount in its absolute discretion. The Board also reserves the right to close the SPP early or extend
the SPP at its absolute discretion.
There are no transaction costs or brokerage costs to participating shareholders.
Included with this letter is the following material which aims to address any questions you may have about the
SPP:
(a)
an investment overview, which includes details on pricing, the timetable, intended use of funds and key
risks of an investment in the Company;
(b)
SPP terms; and
(c)
an application form.
Information about AVA is available at www.theavagroup.com, which should be considered in conjunction with
the Company’s continuous disclosure to ASX.
73270348v5
The SPP will close on Tuesday, 30 April 2024 at 5.00pm (Sydney time). If you wish to participate in the SPP
your application must be received by the closing date. AVA reserves its right to close the SPP early.
If you have any questions about the SPP, please contact the Share Registry on 1300 737 760 (within Australia)
or +61 2 9290 9600 (outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday.
The board encourages you to consider this opportunity and thanks you for your continued support.
Yours faithfully
Mr David Cronin
Chairman
AVA Risk Group Limited
73270348v5
Share purchase plan
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AVA investment overview
Offer details
Issue Price
$0.13 per share
Application Amount
Minimum of $10,000 (Minimum Application Amount) with staged
increments of $10,000 up to a maximum of $30,000
Record Date
7.00pm (Sydney time) on 9 April 2024
Closing Date
5.00pm (Sydney time) on Tuesday, 30 April 2024
Allotment Date
3 May 2024
Quotation Date
3 May 2024
AVA may change any of the above key dates at its discretion (even if the offer has opened or applications
have been received).
Intended use of funds
The proceeds raised from this SPP will go towards supporting the execution of the Company’s recently
announced contract wins, including working capital to support the sale of units, dedicated support
resources and infrastructure to respond in accordance with contract requirements and ongoing product
development. Funds will also be applied to fund large scale Detect programs.
Risks
Before making an investment decision, you should read the SPP terms set out below. AVA considers that
the major risks of an investment in AVA include that:
(a)
Relationships with key customers and suppliers - Although AVA has a diverse customer
base, there may be a material adverse effect on AVA’s financial position and performance if a
number of high value customers experience difficulties or do not perform to expectations, or if
their contracts were terminated or these relationships did not continue;
(b)
Management of future growth – AVA aims to continue to increase employees, its offices and
the scope of its supporting infrastructure, increasing AVA’s new and increased responsibilities for
AVA’s management. There is an ongoing risk AVA will not be able to, or will have insufficient
budget to, attract and retain appropriate staff to meet future requirements;
(c)
Regulatory changes - changes in law, regulations or industry or government bodies’ policies
and practices may have adverse impacts on AVA’s financial position or performance;
(d)
Competition – other companies sell security intrusion detection solutions for perimeters,
pipeline and network applications, either based on fibre-optics or on different technologies. AVA
expects to face competition from such organisations, which could result in margin reductions,
underutilisation of employees, reduced operating margins or loss of market share;
(e)
Export licence – AVA has a Defence Export Controls Outreach program (DECO) export licence.
If that licence was terminated it would severely restrict the ability of AVA to operate. AVA have
no reason to believe that the licence will be revoked or have conditions attached to it that would
be capable of impacting adversely on the operations of AVA;
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AVA investment overview
(f)
Termination of material contracts – a number of existing contracts are in place which are
material to AVA’s business, with many of these contracts being, or to be, governed by laws other
than Australia. There may be difficulties in enforcing contracts in jurisdictions other than
Australia, including regulatory or practical considerations which frustrate the enforceability, or
enforcement, of such contracts against foreign or foreign-owned counterparties. AVA is also
exposed to the potential of third party insolvency;
(g)
Cancellation or delay of infrastructure projects – AVA’s products are often specified by
System Integrators as part of a tender in large construction or installation projects. The
cancellation or delay of a project where AVA has been specified as the security system provider
could have adverse implications on AVA’s expected revenue. This risk is mitigated by the fact that
the cancellation of a project would free up financial resources necessary to pursue other sale
opportunities for other projects;
(h)
Product liability – AVA’s contracts with its clients generally contain provisions drafted to limit
AVA’s exposure to product liability claims. However, it is possible that the limitation of liability
provisions may not be effective in certain jurisdictions. There can be no assurance that AVA will
not be subject to such claims;
(i)
Intellectual property – AVA has patents and trademarks protecting some of its intellectual
property. Know-how contained in confidential documentation and software code associated with
AVA’s intellectual property may be appropriated by a third party to the detriment of AVA. There
are risks associated with theft or misuse of the source codes which could materially impact AVA’s
business. AVA’S confidential engineering documentation and proprietary source codes are
protected by restricted access of internal networks and hard copy documentation;
(j)
Exchange rates – as AVA operates internationally and, in several currencies, fluctuations in
prevailing exchange rates will affect AVA’s profitability and financial position;
(k)
Global nature – AVA’s operations may be adversely affected by risks associated with operating
in other jurisdictions, which may impact on its ability to grow the business in overseas markets.
As suppliers of security solutions, AVA are subject to oversight and approval by the Australian
Government’s Department of Defence’s Defence Export Controls, and AVA can be restricted in
countries and companies that it can sell to;
(l)
Supply chain risks – AVA sources several key technology components such as laser and optical
devices, and some complete products that make up its total solution. These devices are
manufactured by third parties, which also manufacture devices for other companies through their
own direct channels. These devices contain electronic components used in other devices for
businesses with more purchasing power than AVA. The global supply chain of these components
therefore has limitations and demand for these components continue to grow, having the ability
to disrupt or delay device orders made by AVA. This would likely have a material adverse effect
on AVA’s ability to generate revenue and grow its business; and
(m)
Litigation and disputes – industrial, legal and other disputes may arise in the ordinary course
of operations for AVA. The financial performance of AVA could therefore be impacted where there
are costly disputes or litigation which arise.
Past performance is not necessarily a guide to future performance of the Company.
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Share purchase plan
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AVA Share purchase plan terms
Offer
AVA Risk Group Limited ACN 064 089 318
(Company) is offering Eligible Shareholders the
opportunity to purchase up to A$30,000 of fully
paid ordinary shares in the capital of the
Company (Shares) by way of a share purchase
plan (SPP), without incurring brokerage.
The price per Share under the SPP (Issue
Price) being offered is $0.13.
The SPP is being conducted under ASIC
Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 (ASIC
Instrument).
How do I accept
To participate, you should pay the Application
Amount via BPAY so that payment is received by
5.00pm (Sydney time) on Tuesday, 30
April 2024.
BPAY instructions are set out on the application
form. If you use BPAY, you do not need to
return your application form. Please make sure
you use the specific biller code and unique
reference number on your personalised
application form. Your financial institution may
implement earlier cut-off times for electronic
payment. You should take this into
consideration when making payment.
Eligible Shareholders may subscribe for any one
of the following parcels (subject to any scale
back described below):
Subscription
Amount
Minimum
application
Maximum
application
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Shares to be
allotted
(calculated
at the Issue
Price)
$10,000
76,923
$20,000
153,846
$30,000
230,769
AVA Share purchase plan terms
The Company may choose to accept applications
outside the prescribed parcel sizes at their
absolute discretion.
Importantly, while participation in the
plan is optional, once applications are
submitted, they cannot be withdrawn.
The Company’s market price may vary at
any time during the offer period and the
Company’s shares may trade at a price
that is lower than the Issue Price.
By accepting the SPP offer, you accept the
risk that the market price of the
Company’s shares may fall below the
Issue Price between the date of this offer
and the Allotment Date, in which case you
may have been able to buy the Shares at a
lower price than the Issue Price.
By making an application, you represent to
the Company the matters set out under
the heading ‘Your representations’ in
these terms and in the application form.
How many shares
Eligible Shareholders receive the number of
shares equal to the Application Amount (subject
to any scale-back) divided by the Issue Price.
Fractions will be rounded down, and the
difference (being any amount less than the
Issue Price) may be retained by the Company.
The Issue Price does not exceed the limit
prescribed by the ASX Listing Rules and the
ASIC Instrument.
Shares issued under the SPP may be sold or
transferred on ASX at any time after the
Quotation Date.
Eligibility to participate
Participation in the SPP is optional. The offer is
open to all shareholders with a registered
address in Australia or New Zealand as at the
Record Date.
The Company has determined that it is
impractical for the SPP to be offered to a
shareholder whose address on the register of
members is a country outside of Australia or
New Zealand.
Please contact the share registry to obtain the
form of the custodian certificate.
Participation in the SPP by acceptance of the
offer:
Directors
(a)
is optional for Eligible Shareholders; and
(b)
is subject to these Terms and
Conditions.
Multiple holdings
If you are the only registered holder of
Company shares, but you receive more than one
offer under the SPP (for example, due to
multiple registered holdings), you may only
apply in total for a maximum of $30,000 worth
of shares.
Joint holders
If you are a joint holder of Company shares,
that holding is considered to be a single
registered holding for the purpose of the SPP.
You are entitled to participate in the SPP for that
single holding only. If you are a joint holder
and you receive more than one offer under the
SPP, you may only apply in total for a maximum
of $30,000 worth of shares.
Trustee or nominee
If you are noted on the Company’s share
register as a trustee or nominee for a named
beneficiary, you may only apply for one
maximum parcel of shares for each named
beneficiary. If the Company’s share registry
does not record a named beneficiary for your
trustee or nominee holding, the rules for
multiple single holdings apply.
Custodians
Scale-back
The Company may, in its absolute discretion,
scale-back applications under the SPP.
Factors that the Company may take into account
in determining any scale-back include:
(a)
compliance with regulatory
requirements;
(b)
the amount applied for by each
shareholder;
(c)
the number of shares held at the Record
Date; and
(d)
if the shareholder remains on the
register at the Closing Date.
The Company may scale-back applications below
the Minimum Application Amount. Scale-back
decisions are made by the board and are final.
If a scale-back occurs, the difference between
the value of the shares allotted and the
Application Amount paid to the Company (only
where the amount is greater than the Issue
Price) will be refunded by cheque and mailed to
you as soon as practicable following the
Allotment Date. Any scale-back will be
announced on the Allotment Date. No interest
will be paid on any Application Amount paid or
refunded.
ASX quotation
If you are a custodian within the definition of
‘custodian’ in the ASIC Instrument (as varied)
and hold Company shares for one or more
persons (each a Participating Beneficiary),
or for another custodian of Company shares,
you may apply for up to a maximum of $30,000
worth of shares for each Participating
Beneficiary, subject to providing the Company a
‘custodian certificate’ in addition to the
application form, which certifies matters
required by the ASIC Instrument (as varied).
73270348v5
Directors of the Company who are Eligible
Shareholders may participate in the SPP.
|
AVA Share purchase plan terms
After shares are issued and allotted under the
SPP, the Company will apply to ASX for
quotation of the shares on the Official List and
send an allotment notice to each Eligible
Shareholder’s registered address.
No costs
Eligible Shareholders may subscribe without
incurring brokerage costs, commission or other
transaction costs.
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The Company’s rights
The Company may reject any application for
shares under the SPP if:
(a)
it considers that the application does not
comply with these terms;
(b)
you are not an Eligible Shareholder;
(c)
the application form has not been
properly completed; or
(d)
there are grounds for believing that the
applicant is not acting in good faith.
The Company may modify, suspend or cancel
the SPP at any time. If the Company does this
it will notify ASX. If the SPP is cancelled, the
Application Amount will be refunded without
interest. Neither the Company nor the board
accepts or assumes any liability to shareholders
because of the variation, suspension or
termination of SPP.
The Company may settle, at its discretion in any
manner it deems fit, any anomalies or disputes
in connection with the SPP and that decision is
conclusive and binding on all applicants. The
Company reserves the right to waive strict
compliance with these terms.
Your representations
By completing and returning the
application form or by making a BPAY payment,
you:
(a)
certify to the Company that you are an
Eligible Shareholder;
(b)
authorise the Company (and its officers
and agents) to correct any error in, or
omission from, your application form;
(c)
accept the risks of the delivery of any
refund to you;
(d)
acknowledge that the Company may at
its discretion determine that your
application form is valid, even if the
application form is invalid;
(e)
irrevocably and unconditionally agree to
these terms; and
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AVA Share purchase plan terms
(f)
acknowledge that the Company is not
liable for any exercise of its discretions
referred to in these terms.
Other information
The Offer is non renounceable, which means
that you cannot transfer your right to purchase
shares under the SPP to anyone else. Shares
issued under the SPP will rank equally in all
respects with existing fully paid shares.
This document is not an offer of securities in
any place outside Australia or New Zealand and
does not take into account your individual
investment objectives, financial situation or
particular needs. An investment in the Company
is speculative. Therefore, you should obtain
independent financial and taxation advice before
making an investment decision.
General
The Company may determine, in any manner it
thinks fit, any disputes or anomalies which arise
in connection with or by reason of the operation
of the SPP, whether generally or in relation to
any Eligible Shareholder or application for
Shares. The decision of the Company will be
conclusive and binding on all persons to whom
the determination relates.
The Company reserves the right to waive
compliance with any provision of these Terms
and Conditions, to amend or vary these Terms
and Conditions and to suspend or terminate the
SPP at any time.
Any amendment, variation, suspension or
termination will be binding on all Eligible
Shareholders even where Eligible Shareholders
are not notified of that event.
If an application form is incomplete, contains
errors or is otherwise invalid or defective, the
Company may, in its sole discretion, accept,
reject, correct or amend the application, issue
such number of Shares to the applicant
shareholder as it considers appropriate, refund
the application money, or take any combination
of these actions. Any refund will be paid to the
applicant shareholder shortly after the close of
the SPP. The Company’s rights and discretions
under the SPP may be exercised by the
Company’s directors or any delegate of the
Company’ directors. To the extent permitted by
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any applicable law, the Company is not liable for
any exercise of its discretions under the SPP.
None of the Company nor its related bodies
corporate and affiliates and their respective
directors, officers, partners, employees,
representatives, agents, consultants or advisers
guarantees the performance of the Company.
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AVA Share purchase plan terms
Questions
Any questions in respect of the SPP should be
directed to the Share Registry on 1300 737 760
(within Australia) or +61 2 9290 9600 (outside
Australia).
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