Simavita Limited

December 03, 2013 10:38 ET

Simavita Limited (formerly Gtech International Resources Limited) Announces Completion of Acquisition of Simavita Holdings Limited and Appointment of New Officers

SYDNEY, AUSTRALIA--(Marketwired - Dec. 3, 2013) - Simavita Limited ("Simavita" or the "Company") (formerly Gtech International Resources Limited) is pleased to announce the completion of the Company's acquisition of Simavita Holdings Limited ("Simavita Holdings"), as originally announced on July 29, 2013. Upon receipt of final acceptance of the transaction by the TSX Venture Exchange, the common shares of Simavita will commence trading on the TSX Venture Exchange under the trading symbol "SV". Simavita is also pleased to announce the appointment of Philippa Lewis as Chief Executive Officer, Max Lloyd-Jones as Chairman and Colin Christie as Chief Financial Officer, and the appointment of Thomas Howitt (formerly the President, Chief Financial Officer and Secretary of Gtech International Resources Limited) as Corporate Secretary.

Completion of the Acquisition of Simavita Holdings Limited

Pursuant to the Scheme Merger Agreement that was executed between the Company and Simavita on July 29, 2013, the Company issued 56,053,778 common shares (post-consolidation) to Simavita Holdings shareholders of record at a deemed price of AUD$0.41 per share, and the Company acquired 100% of the issued capital of Simavita Holdings (the "Merger"). The Merger was implemented by way of a scheme of arrangement regulated by the Australian Corporations Act.

Prior to the completion of the Merger, the Company carried out the previously announced consolidation of its share capital on the basis of one new common share for every three existing common shares held (the "Consolidation"). The Consolidation resulted in the Company's outstanding share capital being reduced from 5,168,167 common shares to 1,722,716 common shares, and, following completion of the issuance of 56,053,778 common shares to Simavita Holdings shareholders in connection with the Merger, the Company now has 57,776,494 common shares in the aggregate issued and outstanding.

Letters of Transmittal have been distributed by Computershare Investor Services Inc., the Company's registrar and transfer agent, to the Company's registered shareholders as at November 27th (the effective date of the Consolidation), in order to enable such shareholders to exchange their existing share certificates for certificates representing consolidated common shares, or, in the case of uncertificated shares, to direct Computershare to issue new DRS statements/certificates representing consolidated common shares.

"We are pleased to announce the completion of this transaction as we seek to position Simavita for continued growth," commented Philippa Lewis, Chief Executive Officer of Simavita. "Simavita's public listing is a significant milestone in building Simavita's position in our segment of incontinence management," she added. "This transaction constitutes a significant step for Simavita and its shareholders," commented Ms. Lewis.

Thomas Howitt, outgoing President and Chief Financial Officer of Gtech International Resources Limited, commented, "This transaction was an important step for the Company and its shareholders. We are extremely pleased with the outcome which should deliver benefits for all original Gtech shareholders."

In conjunction with the Consolidation, the Company changed its name from "Gtech International Resources Limited" to "Simavita Limited", and completed a continuation of the Company from the Business Corporations Act (Yukon) to the Business Corporations Act (British Columbia).

Prior to completion of the Merger, Simavita Holdings carried out the previously announced brokered equity financing (the "Equity Financing") which raised a total of AUD$13.9 million, before the payment of associated costs. All of the securities of Simavita Holdings issued pursuant to the Equity Financing were subsequently acquired by the Company.

In accordance with the rules of the TSX Venture Exchange, the Merger is a Reverse Takeover transaction. Accordingly, trading in Simavita's common shares was halted on July 29, 2013 and will remain subject to a trading halt pending satisfaction of the conditions for resumption of trading, as set out in the TSX Venture Exchange's policy governing Reverse Takeovers. The resumption of trading is also subject to the issuance by the TSX Venture Exchange of an Exchange Bulletin confirming final acceptance of the Reverse Takeover transaction.

Appointment of New Officers

In connection with the completion of the acquisition of Simavita Holdings, the board of directors of the Company appointed new officers of the Company. Philippa Lewis was appointed Chief Executive Officer, Max Lloyd-Jones was appointed Chairman and Colin Christie was appointed Chief Financial Officer. Thomas Howitt has ceased to be the President and CFO of the Company and was appointed Corporate Secretary.

Philippa Lewis was and continues to be the Chief Executive Officer and Executive Director of Simavita Holdings, which is now a wholly-owned subsidiary of Simavita. Philippa has had over 30 years of local and international business experience across multiple industry sectors including retail, healthcare, construction, international technology transfer, franchising, patent management, import, distribution and manufacturing. In 2002, Philippa was recognised as one of the Zurich Business Leaders of the Year. Philippa was the Chief Executive Officer and founder of Sanicare, an Australasian import and distribution business for textile based and non-woven adult incontinence products. Under her guidance, Sanicare grew to be a market leader with over AUD$20 million in turnover. In 2005, she sold the business to a FTSE-listed entity, staying on as Chief Executive Officer and Director. Philippa's academic qualifications span business and law. She is a member of the Institute of Company Directors and the Institute of Arbitration and Mediation.

Colin Christie was and continues to be the Chief Financial Officer of Simavita Holdings, which is now a wholly-owned subsidiary of Simavita. Colin has over 20 years' experience as a director with various entrepreneurial, private equity backed companies in Australia and Ireland. He has worked with high growth and turnaround small medium enterprises across various industries including financial services, FMCG, retail and distribution, IT, health and medical services. Colin began his career with Ernst & Young, is a former finance director with Danone in Ireland, and has more recently worked with several entrepreneurs in growing companies or restructuring for subsequent sales. Colin is a Fellow of the Institute of Chartered Accountants of Ireland.

Max Lloyd-Jones was and continues to be the non-executive Chairman of Simavita Holdings, which is now a wholly-owned subsidiary of Simavita. Max is the Managing Director of the Lloyd-Jones Meakin Group, a recognized strategic safety consultancy business. He brings to the Board extensive business and leadership experience and acumen as well as corporate governance and risk management knowledge. He is an experienced non-executive director of public, private and not for profit companies. Max was a regional executive director of strategic business units of DuPont Asia Pacific and a member of its global executive leadership team based in the United States. Max has qualifications in accounting, finance and business. He has a Master of Commerce specializing in governance and risk management and is completing a Masters of International Business Research. He is a fellow of the Institute of Company Directors and Institute of Chartered Secretaries.

Thomas Howitt is a Chartered Accountant, member of the Taxation Institute of Australia and Institute of Chartered Secretaries and was appointed in June 2004 as the first full-time CFO of Gtech International Resources Limited's major shareholder, Genetic Technologies Limited. During a career spanning more than 20 years, Thomas has served as CFO (and Company Secretary) for a number of public companies, on both the ASX and foreign stock exchanges. His experience covers all facets of financial management and control across a variety of industries, including resources and technology both domestic and international; having most recently played an important part in the successful development, patenting and commercialisation of an innovative suite of technologies. Thomas has played key roles in the successful raising of bank debt and equity capital and the management of complex due diligence programs. He has also worked as a Taxation Consultant for international accountants Ernst & Young and in the investment banking industry. Thomas was appointed to the board of directors of Gtech, now Simavita Limited, on June 30, 2005. He is also an International Associate of the American Institute of Certified Public Accountants (AICPA), a member of the US Society of Corporate Secretaries & Governance Professionals and a current member of the Victorian Branch Committee of AusBiotech Ltd.

About Simavita Limited

Simavita Limited is a global leader in the area of incontinence management. Simavita Limited has developed and commercialised the world's first instrumented and integrated system of incontinence assessment and management known as SIM™.

The TSX Venture Exchange has in no way passed upon the merits of the transactions set out herein and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange not its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

Forward-Looking Information

This document may contain "forward-looking information" within the meaning of Canadian securities laws ("forward-looking information"). This forward-looking information is given as of the date of this document.

Forward-looking information relates to future events or future performance and reflects Simavita management's expectations or beliefs regarding future events and includes, but is not limited to, information with respect to the integration of Simavita and Simavita Holdings following the transaction, the implementation of the resulting company's business plans and strategy, availability of cash flow to fund capital requirements, availability of financing, and success of market penetration and growth of market share. Assumptions upon which such forward-looking information is based include that Simavita will be able to successfully integrate with Simavita Holdings following completion of the transaction and that Simavita will be able to successfully execute on its business plans. Many of these assumptions are based on factors and events that are not within the control of Simavita and there is no assurance they will prove to be correct.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or information that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Simavita to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related to actual results of current business activities; changes in business plans and strategy as plans continue to be refined; other risks of the medical devices and technology industry; delays in obtaining governmental approvals or financing or in the completion of development activities; as well as those factors detailed from time to time in Simavita's interim and annual financial statements and management's discussion and analysis of those statements. Although Simavita has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Simavita provides no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

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