|By Marketwired .||
|June 18, 2014 07:43 PM EDT||
SYDNEY, AUSTRALIA -- (Marketwired) -- 06/18/14 -- Simavita Limited ("Simavita" or the "Company") (TSX VENTURE: SV)(ASX: SVA) is pleased to announce that, subject to the approval of the TSX Venture Exchange (the "TSXV") and the Australian Securities Exchange (the "ASX"), it is undertaking a private placement (the "Private Placement") to sophisticated and institutional investors in Australia and New Zealand and to accredited investors in Canada and the United States.
Simavita is proposing to raise maximum gross proceeds of up to AUD$8.46 million by issuing up to 18.8 million common shares ("Shares") and Chess Depository Interests ("CDIs") in the Company at an issue price of AUD$0.45 per Share and CDI. Each CDI issued in Australia will represent one Share of Simavita and will rank equally with existing CDIs.
Minimum amounts to be subscribed for are AUD$6 million, however, the Private Placement is expected to consist of two tranches. The initial allocation (the "First Tranche") is expected to close on or around June 23, 2014 with a maximum issue of up to 8.8 million Shares and CDIs, for gross proceeds of up to AUD$3.96 million. The Company is subject to the listing rules of the ASX, whereby a listed issuer may only raise up to a maximum of 15% of its current issued and outstanding securities in a rolling 12 month period without receiving prior shareholder approval. Therefore, a special shareholders meeting of Simavita (details provided below) will be called before a further allocation (the "Second Tranche") of up to 10.0 million Shares and CDIs, for gross proceeds of up to AUD$4.50 million, may close, which subject to obtaining shareholder approval is expected to occur by mid-late July 2014.
Dussman Pty Ltd (an entity associated with Mr. Damien Haakman, a director of Simavita) and related entities (the "Dussman Entities"), are an insider and control person of the Company as defined by the policies of the TSXV. The Dussman Entities have committed to subscribe for up to AUD$3.0 million under the Private Placement. If demand exceeds the minimum of AUD$6 million, the Company reserves the right to reduce the Dussman participation to a minimum of AUD$500,000.
In addition, Simavita will be conducting a capital raise only in Australia and New Zealand via an ASX CDI purchase plan (held in CDIs) (the "SPP") to raise up to an additional AUD$1.08 million at an issue price of AUD$0.45 per CDI. Under the SPP, each existing Simavita CDI holder in Australia and New Zealand as of a record date of June 18, 2014 may acquire additional CDIs at an issuance price of AUD$0.45 per CDI up to AUD$15,000 per holding. The SPP offer is expected to open June 25, 2014 and will remain open until July 25, 2014. The Company will reserve the right to scale back proportionally any oversubscriptions of CDIs in the SPP and to close the SPP offer early. Full details of the SPP including offer and acceptance forms will be sent to shareholders in the coming days.
The proceeds from the Private Placement and the SPP will be used to: (i) accelerate the roll-out of Simavita's current technologies in the US and European markets, (ii) accelerate SIM Generation 5 (cloud compatibility) product and SIM Community Care (home-based) product, (iii) appoint distributors to roll-out SIM Generation 4 in Europe, (iv) acquire and develop complimentary intellectual property, and (v) for general working capital purposes.
All CDIs issued pursuant to the Private Placement are to be fully tradeable and listed on the ASX.
The Shares issued pursuant to the Private Placement that are listed on the TSXV will be subject to a statutory four month hold plus one day.
The Company is proposing, subject to regulatory approval, to pay a cash commission of up to a total of 5.5% of the aggregate amount of certain investors in respect of the Private Placement to Integrated Equity Pty. Ltd., Bell Potter Securities Limited and Shaw Corporate Finance Pty. Limited (all of which are arm's length parties to the Private Placement).
Special Meeting of Shareholders
In connection with the Second Tranche, the Company will hold a special meeting of shareholders (the "Meeting") on Wednesday, July 23, 2014 at 9:00am (Australian Eastern Standard time). For Canadian corporate law purposes, the record date for the Meeting is June 12, 2014. The purpose of the Meeting is to consider, and if deemed appropriate, to pass resolutions: (i) approving and ratifying, for the purposes of ASX Listing Rule 7.4, the issue of the First Tranche, (ii) approving and authorizing, for the purposes of ASX Listing Rule 7.1, the issue of the Second Tranche and SPP, and (iii) approving and authorizing, for the purposes of the ASX Listing Rule 10.11 and all other purposes, the issue to the Dussman Entities of up to 6,666,667 Shares and CDIs at an issue price of $0.45 per Share and CDI. Assuming that shareholder approval is granted, the Second Tranche is expected to close as soon as practicable following the Meeting. Notice of the Meeting and materials will be dispatched in due course which will set out further information regarding the First Tranche and the Second Tranche.
For further information, please check our website (www.simavita.com).
Simavita is a medical device company that has developed an innovative, world first solution for the management of urinary incontinence, with a focus on the elderly. The first product is the SIM platform technology which is an instrumented incontinence assessment application that provides evidence based incontinence management care plans to the residential aged care market.
SIM is a wireless sensor technology that delivers evidence-based instrument incontinence data on individuals. SIM provides user friendly tools and software to assess the incontinence condition and to help plan better outcomes. SIM is used to detect, record and report incontinence events during a compulsory or recommended assessment period in residential aged care facilities to develop an evidence-based incontinence care plan.
Conducting assessments is mandatory in many countries and the incontinence assessment creates an influential element of care of each individual. For more information on Simavita or SIM, please visit www.simavita.com.
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 the TSX Venture Exchange nor 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.
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 successful completion of the Private Placement and SPP. Assumptions upon which such forward-looking information is based include 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.
What do a firewall and a fortress have in common? They are no longer strong enough to protect the valuables housed inside. Like the walls of an old fortress, the cracks in the firewall are allowing the bad guys to slip in - unannounced and unnoticed. By the time these thieves get in, the damage is already done and the network is already compromised. Intellectual property is easily slipped out the back door leaving no trace of forced entry. If we want to reign in on these cybercriminals, it's hig...
Dec. 28, 2014 09:45 AM EST Reads: 1,928
SYS-CON Events announced today that Cloudian, Inc., the leading provider of hybrid cloud storage solutions, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Cloudian, Inc., is a Foster City, California - based software company specializing in cloud storage software. The main product is Cloudian, an Amazon S3-compliant cloud object storage platform, the bedrock of cloud computing systems, that enables c...
Dec. 28, 2014 09:00 AM EST Reads: 1,381
15th Cloud Expo, which took place Nov. 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA, expanded the conference content of @ThingsExpo, Big Data Expo, and DevOps Summit to include two developer events. IBM held a Bluemix Developer Playground on November 5 and ElasticBox held a Hackathon on November 6. Both events took place on the expo floor. The Bluemix Developer Playground, for developers of all levels, highlighted the ease of use of Bluemix, its services and functionalit...
Dec. 28, 2014 08:30 AM EST Reads: 2,002
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
Dec. 28, 2014 08:30 AM EST Reads: 2,237
The 4th International DevOps Summit, co-located with16th International Cloud Expo – being held June 9-11, 2015, at the Javits Center in New York City, NY – announces that its Call for Papers is now open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's large...
Dec. 28, 2014 08:00 AM EST Reads: 2,728
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect...
Dec. 28, 2014 05:45 AM EST Reads: 2,309
"ElasticBox is an enterprise company that makes it very easy for developers and IT ops to collaborate to develop, build and deploy applications on any cloud - private, public or hybrid," stated Monish Sharma, VP of Customer Success at ElasticBox, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 28, 2014 05:30 AM EST Reads: 1,880
DevOps is all about agility. However, you don't want to be on a high-speed bus to nowhere. The right DevOps approach controls velocity with a tight feedback loop that not only consists of operational data but also incorporates business context. With a business context in the decision making, the right business priorities are incorporated, which results in a higher value creation. In his session at DevOps Summit, Todd Rader, Solutions Architect at AppDynamics, discussed key monitoring techniques...
Dec. 28, 2014 05:30 AM EST Reads: 1,926
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Ar...
Dec. 28, 2014 04:00 AM EST Reads: 2,519
The 3rd International @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to th...
Dec. 28, 2014 03:45 AM EST Reads: 2,812
In her General Session at 15th Cloud Expo, Anne Plese, Senior Consultant, Cloud Product Marketing, at Verizon Enterprise, focused on finding the right mix of renting vs. buying Oracle capacity to scale to meet business demands, and offer validated Oracle database TCO models for Oracle development and testing environments. Anne Plese is a marketing and technology enthusiast/realist with over 19+ years in high tech. At Verizon Enterprise, she focuses on driving growth for the Verizon Cloud platfo...
Dec. 28, 2014 03:30 AM EST Reads: 2,600
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!
Dec. 28, 2014 03:00 AM EST Reads: 2,089
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 27, 2014 07:45 PM EST Reads: 2,057
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will w...
Dec. 27, 2014 02:00 PM EST Reads: 2,012
The term culture has had a polarizing effect among DevOps supporters. Some propose that culture change is critical for success with DevOps, but are remiss to define culture. Some talk about a DevOps culture but then reference activities that could lead to culture change and there are those that talk about culture change as a set of behaviors that need to be adopted by those in IT. There is no question that businesses successful in adopting a DevOps mindset have seen departmental culture change, ...
Dec. 27, 2014 12:45 PM EST Reads: 1,768