On 25 November 2016, Xenith IP Group Limited (ASX code: XIP) (Company) announced a binding agreement to acquire Griffith Hack, an Australian specialist IP firm real for an upfront consideration of $152 million (Acquisition). Griffith Hack vendors may be entitled to an additional payment, capped at $20 million. The Company has announced a 1 for 1.33 accelerated non-renounceable entitlement offer of new securities at an issue price of $2.40 per new security to raise approximately $67.5 million (Entitlement Offer). The Company has also announced a placement to Griffith Hack vendors of $68.4 million (Placement), and an amended secured debt facility of $21.8 million (together, the “Transaction”).

The Entitlement Offer has the following two components. 

• An institutional entitlement offer, where offers have been made to qualifying institutional securityholders for them to apply for their pro-rata entitlement (Institutional Entitlement Offer). 

• A retail entitlement offer, where offers will be made to qualifying retail securityholders for them to apply for their pro-rata entitlement (Retail Entitlement Offer). 

New securities issued under the Entitlement Offer will rank equally with existing stapled securities.

The anticipated timetable in relation to the Entitlement Offer is set out below.

Settlement issues

Despite the fact that securities are trading ‘ex entitlement’ on ASX Trade, CHESS will not recognise for settlement purposes the ‘ex entitlement’ or the ‘cum entitlement’ tag on CHESS messages and CHESS will not maintain cum balances during the deemed ‘CHESS ex-period’, i.e. the period commencing on the deemed CHESS ex-date up to and including the record date. However, a record date cum balance will be available the business day following the record date, which will be equal to the registered holding balance at CHESS end of day on the record date. As a result any transfer that occurs prior to record date will be effectively transferred on a ‘cum entitlement’ basis.

Therefore, Participants must ensure that any transfer, including the priming of Broker Entrepot Accounts, is conducted in accordance with the basis of quote. For example, a transfer in relation to a transaction conducted on an ‘ex entitlement’ basis should ordinarily only occur post record date.

CHESS will perform automatic diary adjustments to ‘cum entitlement’ settlement obligations outstanding as at the record date.

Trading issues

ASX will not price a ‘cum entitlement’ market with respect to trading in the Company’s securities. Persons who acquire the Company’s securities after the commencement of the trading halt on Friday, 25 November 2016 are not entitled to participate in the Entitlement Offer.

What do I need to do by when?

For further details, please refer to the Company’s announcements on 25 and 28 November 2016.

Need more information?

For further details, please call the Entitlement Offer Information Line on 1300 855 080 (local call cost within Australia) or +61 3 9415 4000 (from outside Australia) at any time between 8:30am and 5:00pm (Sydney time), Monday to Friday, during the retail offer period.

Issued by

Belinda Chiu, Senior Adviser, Listings Compliance (Sydney)

Contact information

Belinda Chiu
+61 (02)  9227 0000
info@asx.com.au

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