Dussman Pty Ltd.

April 28, 2016 15:49 ET

Press Release and Early Warning Report

MELBOURNE, AUSTRALIA--(Marketwired - April 28, 2016) -

  1. Name and Address of Offeror:
Dussman Pty Ltd. (the "Offeror")
42 Halcyon Way
Narre Warren South
Melbourne, Victoria 3805
Australia
  1. Designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:

On April 27, 2016, the Offeror, as trustee for Devonia Investment Trust, the Charolais Superannuation Fund, the Charolais Super Fund No. 2, and the Charolais Super Fund No. 3, acquired secured convertible notes in the aggregate amount of AUD$2,000,000 bearing interest at a rate of 8% per annum, with all interest payable 18 months from the advance of funds (the "Notes"). The Notes are convertible into Chess Depositary Interests ("CDIs") at a conversion price of AUD$0.05 per CDI to be issued by CHESS Depositary Nominees Pty Limited. Each CDI represents an interest in a corresponding common share (the "Shares") in the capital of Simavita Limited ("Simavita") at an issue price of $0.05 Australian Dollars per CDI. As a result, pursuant to the purchase of the Notes, the Offeror obtained the right to acquire ownership of 40,000,000 CDIs if the Notes are converted.

The Offeror now controls Shares and CDIs in the capital of Simavita representing approximately 35.90% of the outstanding Shares and CDIs of Simavita and 53.90% on a partially diluted basis assuming the conversion of the Notes by the Offeror into CDIs but not giving effect to the conversion of Notes by any other holder or the exercise of any other rights or obligation to acquire Shares or CDIs. The Offeror owns and controls 1,256,145 Shares on its own behalf and as trustee as follows: 73,437,175 Shares and CDIs and Notes as trustee for Devonia Investment Trust (14,024,295 Shares and 9,412,880 CDIs and 40,000,000 CDIs issuable upon conversion of the Notes); 1,799,049 Shares as trustee for Devonia Trust No. 2; 1,753,677 Shares and CDIs as trustee for the Charolais Super Fund No. 2 (687,010 Shares and 1,066,667 CDIs); 897,561 Shares and CDIs as trustee for the Charolais Super Fund No. 3 (97,561 Shares and 800,000 CDIs); and 8,245,010 Shares as trustee for The Charolais Superannuation Fund (6,445,010 Shares and 1,800,000 CDIs).

The Offeror may be considered a joint actor with Damien Haakman and Justin Haakman, both of whom are directors and shareholders of the Offeror. Damien Haakman owns and controls 5,000 Shares on his own behalf and holds 380,757 Shares as trustee for The DMH Trust. Justin Haakman owns and controls 5,000 CDIs on his own behalf and holds 380,757 CDIs as trustee for The JAH Trust. Damien Haakman and Justin Haakman acquired the beforementioned Shares at a deemed price of $0.41 Australian Dollars per Share pursuant to the acquisition by Simavita (formerly named Gtech International Resources Limited) of all of the issued and outstanding shares of Simavita Holdings Limited pursuant to a scheme of arrangement under Australian law involving the shareholders of Simavita Holdings Limited that occurred in December 2013.

In aggregate, the Offeror, Damien Haakman and Justin Haakman hold 38,160,131 Shares and CDIs representing 36.64% of the outstanding Shares and CDIs of Simavita. In aggregate, assuming the conversion of the Notes by the Offeror into CDIs, the Offeror, Damien Haakman and Justin Haakman hold 78,460,131 Shares and CDIs representing 54.43% of the outstanding Shares and CDIs of Simavita on a partially diluted basis assuming the conversion of the Notes by the Offeror into CDIs but not giving effect to the conversion of Notes by any other holder or the exercise of any other rights or obligation to acquire Shares or CDIs.

  1. Designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the reporting obligation:

The Offeror now holds 37,388,617 Shares and CDIs in the capital of Simavita representing approximately 35.90% of the outstanding Shares and CDIs of Simavita. Damien Haakman now holds 385,757 Shares in the capital of Simavita representing approximately 0.4% of the outstanding Shares and CDIs of Simavita. Justin Haakman now holds 385,757 Shares in the capital of Simavita representing approximately 0.4% of the outstanding Shares and CDIs of Simavita. In aggregate, the Offeror, Damien Haakman and Justin Haakman hold 38,160,131 Shares and CDIs in the capital of Simavita representing approximately 36.64% of the outstanding Shares and CDIs of Simavita.

The Offeror now holds 1,333,333 Placement Options which are exercisable into one CDI/Share at a price of $0.15 Australian Dollar. The Offeror holds the Placement Options as trustee as follows: 666,667 Placement Options as trustee for Devonia Investment Trust; 360,000 Placement Options as trustee for the Charolais Superannuation Fund; 173,333 Placement Options as trustee for the Charolais Super Fund No. 2; and 133,333 Placement Options as trustee for the Charolais Super Fund No. 3.
The Offeror now holds 40,000,000 CDIs issuable upon conversion of the Notes at a price of $0.05 Australian Dollar. The Offeror holds the Notes as trustee for Devonia Investment Trust.

  1. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(a) The Offeror, either alone or together with any joint actors, has ownership and control:

As described in paragraph #3 above.

(b) The Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor:

No applicable.

(c) The Offeror, either alone or together with any joint actors, has exclusive or shares control but does not have ownership:

The Offeror holds Shares and CDIs as trustee as follows: 23,437,175 Shares and CDIs as trustee for Devonia Investment Trust (14,024,295 Shares and 9,412,880 CDIs); 1,799,049 Shares as trustee for Devonia Trust No. 2; 1,753,677 Shares and CDIs as trustee for the Charolais Super Fund No. 2 (687,010 Shares and 1,066,667 CDIs); 897,561 Shares and CDIs as trustee for the Charolais Super Fund No. 3 (97,561 Shares and 800,000 CDIs); and 8,245,010 Shares as trustee for The Charolais Superannuation Fund (6,445,010 Shares and 1,800,000 CDIs). Damien Haakman holds 380,757 Shares as trustee for The DMH Trust. Justin Haakman holds 380,757 CDIs as trustee for The JAH Trust. In aggregate, the Offeror, Damien Haakman and Justin Haakman hold 38,160,131 Shares and CDIs in the capital of Simavita representing approximately 36.64% of the outstanding Shares and CDIs of Simavita.

Further, the Offeror holds Placement Options as trustee as follows: 666,667 Placement Options as trustee for Devonia Investment Trust; 360,000 Placement Options as trustee for the Charolais Superannuation Fund; 173,333 Placement Options as trustee for the Charolais Super Fund No. 2; and 133,333 Placement Options as trustee for the Charolais Super Fund No. 3.

Further, the Offeror holds 40,000,000 CDIs issuable upon conversion of the Notes at a price of $0.05 Australian Dollar as trustee for Devonia Investment Trust.

  1. The name of the market in which the transaction or occurrence that gave rise to the reporting obligation took place:

Not applicable.

  1. The value, in Canadian dollars, of any consideration offered per security if the Offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release:

The Offeror acquired the Notes disclosed herein for total aggregate price of $2,000,000 Australian Dollars, which is approximately equal to $1,919,053 Canadian dollars at a conversion rate of 0.96 on April 27, 2016.

  1. Purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the reporting obligation, including any future intention to acquire ownership of, or control over, additional securities of the issuer:

The Offeror acquired the Notes for investment purposes. The Offeror may acquire additional ownership or control over Notes in the future.

  1. General nature and the material terms of any agreement, other than lending arrangements, with respect to the securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the reporting obligation, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

Not applicable.

  1. Names of any join actor in connection with the disclosure required herein:

The Offeror may be considered a joint actor with Damien Haakman and Justin Haakman.

  1. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the Offeror:

The Notes are convertible into CDIs at a purchase price of $0.05 Australian Dollars per CDI.

  1. If applicable, a description of any change in any material fact set out in the previous report by the entity under the early warning requirements of Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities:

Not applicable.

  1. If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance:

Simavita understands that the Offeror relied on the exemption under British Columbia Instrument 72-503 (distribution of securities outside British Columbia) in acquiring the aforementioned Notes and is exempt under National Instrument 45-106 - Prospectus and Registration Exemptions, based on a representation made by the Offeror as to its accredited investor status.

For further information, please contact:
Dussman Pty Ltd.
Damien Haakman, Director
42 Halcyon Way
Narre Warren South
Melbourne, Victoria 3805
Australia
Tel: +613 9555 3077

Contact Information

  • Dussman Pty Ltd.
    Damien Haakman, Director
    Tel: +613 9555 3077