Share Purchase Plan
June 2009
This Shareholder Purchase Plan is only available to registered holders of shares in Iatia Limited between 5:00pm (AEST) 29 May 2009 and 5:00pm (AEST) 22 June 2009 with an address as recorded in Iatia's share register as being in Australia (Eligible Shareholder).
Eligible Shareholders will receive an application form in the mail during the course of the Plan. Replacement forms may be requested from Iatia's share registry.
Eligible Shareholders will also be able to accesss an electronic copy of their application form by logging into Computershare's Investor Centre (by clicking on this link you confirm that you have read the terms and conditions of this Share Purchase Plan).
Terms and conditions
These terms and conditions and the accompanying "Share Purchase Plan Application Form" set out the terms and conditions of the SPP. By accepting the offer to subscribe for ordinary shares under the SPP, you agree to be bound by these terms and conditions and the Constitution of Iatia Limited (ABN 27 091 608 025) ("Iatia").
What is the SPP?
The SPP is a convenient, cost effective way for the shareholders to acquire Iatia shares free of traditional transaction costs.
Why is Iatia issuing more shares?
Iatia is undertaking the SPP to provide an opportunity for shareholders to increase their Iatia shareholding following the recent placements. Iatia intends to use the proceeds of the SPP to fund the development of existing collaboration efforts, expand marketing and fund working capital requirements.
How much can I invest?
The amount you may invest under this Share Purchase Plan (SPP) is limited. You may only apply for a parcel of ordinary shares in Iatia Limited (Shares) with a value of A$2,000, A$3000, A$4,000 or A$5,000.
Because the Shares are being issued at a fixed issue price (described below), the parcel of Shares you have applied for may not equal a whole number. In this case the number of Shares issued to you will be rounded up to the nearest whole number of Shares.
What is the issue price of the shares?
The issue price will be the lesser of:
- $0.01 (the price of the other issues); or
- a 2.5% discount to the average market price (as defined in the ASX listing rules) of Iatia shares calculated over the last 5 days on which sales of Iatia's shares were recorded before the day on which the shares are issued.
The market price of the Shares may rise or fall between the date of this offer and the date when the Shares are allotted under the SPP. Hence, on the SPP allotment date, the market price of the Shares you receive may be more or less than the price you pay for the Shares. The current Share price can be obtained from the ASX at www.asx.com.au and is listed in the major Australian financial newspapers or the business section of some daily newspapers.
Who is eligible under this offer?
You are eligible to apply for Shares under this offer if you are a person or entity that is a registered holder of shares in Iatia between 5:00pm (AEST) 29 May 2009 and 5:00pm (AEST) 22 June 2009 and your address as recorded in Iatia's share register is in Australia.
For any new shareholders registered between Friday 29 May 2009 and Monday 22 June 2009 their SPP Application Form and terms and conditions will be mailed.
However, if you are resident in the United States or you are a'US Person' ('US Person') (as defined in Regulation S under the Securities Act of 1933, as amended) ('US Securities Act') or acting for the account or benefit of a US Person, you will not be an Eligible Shareholder.
Do I have to participate?
No. Participation in the SPP is entirely voluntary. In deciding whether to participate in the SPP, please take time to read the information on the SPP and contact your taxation or financial adviser if necessary.
I have several holdings. Can I purchase a separate parcel of shares for each holding?
If you receive more than one offer to participate in the SPP in the same name the maximum you may invest under the SPP is A$5,000.
- Single holders: If you are the only registered holder of Iatia shares, but you receive more than one offer under the SPP ( for example, due to multiple registered holdings), you may only contribute up to a maximum of $5,000 in applying for Iatia shares.
- Joint holders: If you are recorded with one or more other persons as the joint holder of a holding of Iatia shares, that joint holding is considered to be a single registered holder for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that holding. If the same joint holders receive more than one offer under the SPP due to multiple identical holdings, the joint holders may only contribute up to a maximum of $5,000 in applying for Iatia shares across all your holdings.
- Trustees and nominees: If you are expressly noted on Iatia’s share register as a trustee or nominee for a named beneficiary, you may apply for one maximum parcel of Iatia shares in respect of each such beneficiary. If the Iatia share register does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.
Can I transfer my offer to a third party?
No. The offer is non-transferable, meaning you cannot transfer your right to participate in the SPP.
What is the Allotment Date?
The date of allotment of the Shares under the SPP is currently expected to be 10 July 2009.
What rights will the shares carry?
The Shares to be issued under the SPP will be ordinary shares and rank equally with all other Iatia ordinary shares on issue.
What are the costs of participation in the SPP?
There is no brokerage or other transaction costs payable by participants in the SPP. These costs will be paid by Iatia.
How do I apply for Shares under the SPP?
It's easy – simply follow the steps in the step-by-step instructions on the back of the Application Form mailed to all Eligible Shareholders.
- To participate, you may either make a payment by BPay® or you may complete the Application Form and provide a cheque or money order in accordance with the instructions on the Application Form.
- Payments are to be made in Australian dollars in each case.
- BPay® users should use the Customer Reference Number shown on the Application Form to identify your shareholding. You do not need to return your Application Form if you pay via BPay®.
- If you are applying via cheque or money order, you should make it payable to 'Iatia Limited – Share Purchase Plan Trust Account' and send it with a completed Application Form in the enclosed reply paid envelope to Computershare Investor Services Pty Limited.
- You will not be able to withdraw or revoke your application or BPay® payment once you have sent it in.
- All payments and applications must be received no later than 5.00 pm (AEST) on the Closing Date.
By submitting your application and payment you:
- irrevocably accept the SPP offer;
- acknowledge that you have read and understood the enclosed information on the SPP;
- apply to subscribe for shares in accordance with the Terms and Conditions of the SPP;
- certify that the aggregate application amount of Shares for which you have applied under the SPP and any similar arrangement in the 12 months prior to lodging the application , even if you received more than one offer under this SPP or any similar arrangement, does not exceed A$5,000; and
- you acknowledge that you are lawfully permitted to accept the offer to acquire Shares under the SPP and participate in the SPP in accordance with the laws applicable in Australia and any other applicable laws in the jurisdiction in which you and/or the beneficial owner of your Shares are situated.
Who can I ask about what to do?
Neither Iatia, nor any of its personnel, is or is to be taken to be, giving any securities recommendation or investment advice in relation to the SPP, nor do any of them have any obligation to do so.
If you are unsure about what to do, you should obtain your own independent financial and taxation advice before making a decision to acquire Shares under the SPP.
If you have further questions about the terms and conditions about the SPP or how to make an application please contact Iatia's share registry: Computershare Investor Services Pty Limited 1300 85 05 05 (within Australia) or +61 3 9415 4000 (outside Australia).
Discretion and disputes
Iatia reserves the right to waive strict compliance with any term or condition of this SPP. Any powers or discretions of Iatia may be exercised by the directors of Iatia or any delegate of them. Iatia may determine, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. A determination made by Iatia will be conclusive and binding on all participants and others to whom the determination relates.
Changes and termination
Iatia may change or terminate the SPP or the terms and conditions of the SPP at any time, whether because of a change of laws, ASIC requirements or policy or any other circumstance relevant to the SPP or Iatia. If Iatia does this, it will post a notice on the Iatia website (www.iatia.com.au), but failure to notify shareholders of changes to or termination of the SPP or the terms and conditions of the SPP or the non-receipt of notice by shareholders will not invalidate the change or termination. If Iatia terminates the SPP, it will notify the ASX and refund any application moneys to you (without interest).
Other information
The offer of Shares under the SPP is in accordance with the ASIC Class Order CO 02/831 which grants relief from the requirement to prepare a disclosure document for this offer.
These terms and conditions are governed by the laws in force in Victoria and are to be interpreted in accordance with their spirit, intention and purpose.
For further questions, please contact Iatia's share registry:
Yarra Falls, 452 Jonhston Street
Abbotsford
Victoria 3067
Australia
phone: 1300 85 05 05 Outside Australia +61 3 9415 4000
website: www.computershare.com.au