|By Marketwired .||
|December 3, 2013 02:57 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 12/03/13 -- Dussman Pty Ltd. ("Dussman") wishes to announce that it has acquired 24,309,070 common shares (the "Shares") in the capital of Simavita Limited ("Simavita") at a deemed price of $0.41 Australian Dollars per Share.
The Shares were acquired through the acquisition by Simavita (formerly named Gtech International Resources Limited) of all of the issued and outstanding shares of Simavita Holdings Limited ("Simavita Holdings") pursuant to a scheme of arrangement under Australian law involving the shareholders of Simavita Holdings (the "Merger").
Dussman now controls Shares in the capital of Simavita representing approximately 42.1% of the outstanding Shares of Simavita. Dussman owns and controls 1,256,145 Shares on its own behalf. The remaining Shares are held by Dussman as trustee as follows: 14,024,295 Shares as trustee for Devonia Investment Trust; 1,799,049 Shares as trustee for Devonia Investment Trust No. 2; 687,010 Shares as trustee for the Charolais Super Fund No. 2; 97,561 Shares as trustee for the Charolais Super Fund No. 3; and 6,445,010 Shares as trustee for The Charolais Superannuation Fund.
Dussman may be considered a joint actor with Damien Haakman and Justin Haakman, both of whom are directors and shareholders of Dussman. 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 Shares on his own behalf and holds 380,757 Shares as trustee for The JAH Trust. Damien Haakman and Justin Haakman acquired the beforementioned Shares at a deemed price of $0.41 per Share pursuant to the Merger. In aggregate, Dussman, Damien Haakman and Justin Haakman hold 25,080,584 Shares representing 43.4% of the outstanding common shares of Simavita.
Dussman, Damien Haakman and Justin Haakman acquired the Shares for investment purposes.
An aggregate of 24,553,066 of the Shares held by Dussman and Damien Haakman are subject to the terms of a Value Security Escrow Agreement, in accordance with the Policies of the TSX Venture Exchange. Under the terms of the applicable Tier 2 Value Security Agreement, 10% of the escrowed shares will be released from escrow at the time of issuance of the TSXV Exchange Bulletin announcing final approval of the listing of the Shares, and an additional 15% of the escrowed shares will be released every 6 months thereafter, so that all shares would be released from escrow by 36 months.
The acquisition of Shares was effected pursuant to a scheme of arrangement under Australian law involving the shareholders of Simavita Holdings Limited and is exempt under National Instrument 45-106 Prospectus and Registration Exemptions.
Prior to the acquisition of the Shares, Simavita Holdings conducted a registered prospectus offering in Australia (the "Equity Financing"). Damien Haakman and Justin Haakman signed a firm commitment with Simavita Holdings and Lodge Corporate Pty Ltd., the lead broker for the Equity Financing, where the Haakmans (or entities related to them) were obliged to subscribe for a total subscription of AUD$6 million representing 14,634,146 ordinary shares in the capital of Simavita Holdings. For this AUD$6 million subscription, Lodge received a fee of 7.5% from which it paid the Haakmans a total of 3% as a capital raising commission.
For further information, or a copy of the early warning report filed in respect of the above, please see the contact information below.
Dussman Pty Ltd.
+613 9534 2531