Convertible Loan Notes
03 August 2009 - 8:01AM
UK Regulatory
TIDMMVH
RNS Number : 7203W
Medic Vision Limited
03 August 2009
Medic Vision Limited
("Medic Vision" or the "Company")
Convertible Note issue / Reinstatement of ASX Listing / Update re proposed legal
action against Grindlays
Melbourne, 3 August 2009
Medic Vision (ASX/AIM: MVH) is pleased to announce the successful completion of
an issue of Unsecured Convertible Notes (the "Convertible Note(s)"), subject to
shareholder approval at the extraordinary general meeting ("EGM") to be convened
in September 2009, raising AU$848,980 (gross). To date Medic Vision has received
AU$783,980 in cleared bank funds. The outstanding funds of AU$65,000 are
expected to be received no later than 21 August 2009.
The only fees payable in relation to the issue of the Convertible Notes is a fee
of AU$4,500, which is being paid via the issue, subject to shareholder approval,
of 100,000 ordinary shares ("Ordinary Shares"). Application will be made for the
Ordinary Shares to be admitted to trading on AIM and the ASX.
The terms of the Convertible Note issue are as follows:
+------------------------------------------+------------------------------------------+
| Date of issue | Immediately following approval of the |
| | issue of the Convertible Notes at the |
| | EGM to be held in September 2009 |
| | |
+------------------------------------------+------------------------------------------+
| Number of Convertible Notes to be | 23 |
| issued: | |
| | |
+------------------------------------------+------------------------------------------+
| Cleared bank funds to date: | AU$783,980 |
| | |
+------------------------------------------+------------------------------------------+
| Promised but not cleared funds to date: | AU$65,000 |
| | |
+------------------------------------------+------------------------------------------+
| Interest rate payable monthly in arrears | 8.5% pa |
| (commencing 1 June 2009): | |
| | |
+------------------------------------------+------------------------------------------+
| Voting rights or other entitlements: | Nil |
| | |
+------------------------------------------+------------------------------------------+
| Transferability: | Unlisted/Non-transferable |
| | |
+------------------------------------------+------------------------------------------+
| Conversion price into shares in Medic | AU$0.02 per share |
| Vision (ratio 1:1 exercisable after 6 | |
| months from the date of issue): | |
| | |
+------------------------------------------+------------------------------------------+
| Final conversion/redemption date from | 1 June 2010 |
| issue: | |
| | |
+------------------------------------------+------------------------------------------+
| Number of new shares to be issued upon | 42,449,000 |
| conversion (assuming full conversion): | |
+------------------------------------------+------------------------------------------+
The following subscribers for Convertible Notes are deemed to be related
parties:
+----------------+-------------+------------+------------+-------------+--------------+
| Related | Number of | Percentage | Number of | Value of | Number of |
| Party | Ordinary | of Issued | Existing | Convertible | new shares |
| | Shares Held | Share | Warrants | Notes to be | to be issued |
| | | Capital | held over | Subscribed | upon |
| | | | Ordinary | (AUD$) | conversion |
| | | | Shares | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Ross Horley | 5,213,074 | 4.90 | 3,500,000 | AU$10,000 | 500,000 |
| | | | options | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Anthony | 1,050,000 | 0.99 | Nil | AU$200,000 | 10,000,000 |
| Meats | | | | | |
| Superannuation | | | | | |
| Fund | | | | | |
| | | | | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Frank | 1,562,500 | 1.47 | 2,500,000 | AU$100,000 | 5,000,000 |
| Cannavo | | | options | | |
| Investments | | | | | |
| Pty Ltd | | | | | |
| | | | | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Pesco | Nil | Nil | Nil | AU$20,000 | 1,000,000 |
| Investments | | | | | |
| Pty Ltd | | | | | |
| | | | | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Frank | 1,450,000 | 1.36 | Nil | AU$50,000 | 2,500,000 |
| Cannavo | | | | | |
| Superannuation | | | | | |
| Fund | | | | | |
| | | | | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Flavours | Nil | Nil | Nil | AU$20,000 | 1,000,000 |
| Fruit and | | | | | |
| Veg Supply | | | | | |
| | | | | | |
+----------------+-------------+------------+------------+-------------+--------------+
| Thirty Eight | Nil | Nil | Nil | AU$10,000 | 500,000 |
| Vobarb Pty | | | | | |
| Limited | | | | | |
+----------------+-------------+------------+------------+-------------+--------------+
Accordingly, the independent directors of the Company (being Ratnarajah
Navaratnam and Ponnambalam Sivasubramaniam) consider, having consulted with
Strand Partners Limited, that the terms of the issue of the Convertible Notes
are fair and reasonable insofar as the Company's shareholders are concerned.
Further to the Company's announcement, on 2 March 2009, regarding the board of
the Company (the "Board") considering pursuing legal action against Grindlays
Capital Pty Ltd ("Grindlays"), the Board has decided not to pursue such legal
action as the Board has been advised that the Company is unlikely to recover
sufficient funds from Grindlays to make such action worthwhile. The Board also
believes that it is a more prudent use of management time to continue to focus
on developing Medic Vision's business opportunities, rather than in pursuing
potentially time consuming and costly legal action.
The Company is currently in discussion with the ASX and its auditors regarding
Medic Vision's reinstatement to ASX listing. A further announcement in relation
to this issue will be made in due course.
Medic Vision CEO, Mr Vince Leone commented:
"We are extremely pleased that our Convertible Note issue closed oversubscribed,
especially given the current global financial market. The board believes that
this is a strong endorsement of the Company's new management and the potential
of Medic Vision. The funding provides additional working capital, which the
directors believe satisfies the going concern requirements and the Company's
financial condition requirement under ASX Listing Rule 12.2 to enable Medic
Vision's reinstatement to the official list of the exchange.
Medic Vision's primary focus now is to deliver on its pipeline of opportunities
both in Australia and globally."
For further information contact:
+--------------------------------------+---------------------------------------+
| Vince Leone | Email: vince.leone@medicvision.com.au |
| Chief Executive Officer & President | Mob: +61 421 054 140 |
| Medic Vision | |
| | |
+--------------------------------------+---------------------------------------+
| Stuart Faulkner / David Altberg | Tel: +44 20 7409 3494 |
| Strand Partners Limited | |
| | |
+--------------------------------------+---------------------------------------+
| Ruari McGirr | Tel: +44 20 7628 5582 |
| St Helen's Capital Plc | |
| | |
+--------------------------------------+---------------------------------------+
Background on Medic Vision Limited
Medic Vision is a technology based company specialising in the application of
technology for surgical and medical skills training. Medic Vision provides
consulting services in the development of skills training centres as well as
developing and deploying computer-based surgical and medical high fidelity
simulators.
See www.medicvision.com.au for more details
This information is provided by RNS
The company news service from the London Stock Exchange
END
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