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SHARE PURCHASE PLAN

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Invitation to Participate in Share Purchase Plan

ASX Announcement 27 June 2019 


On 17 June 2019, Keytone Dairy Corporation Limited (ACN 621 970 652) (Keytone or the Company) announced to ASX that it had entered into a conditional share sale agreement to acquire 100% of the fully paid ordinary shares in the capital of Omniblend Pty Ltd (ACN 631 512 500) (Omniblend) from the shareholders of Omniblend (Transaction). Founded in 2008, Omniblend is a profitable and leading Australian-based contract manufacturer of high value, formulated, blended powder products and longlife UHT drinks, specialising in the health and wellness sector. For further details of Omniblend, please refer to the Company’s announcement and Investor Presentation released on ASX on 17 June 2019 and the Notice of Meeting which accompanies this letter.


The cash consideration payable to the shareholders of Omniblend under the Transaction amounts to $8,000,000 which the Company intends to fund from the proceeds of a capital raising, comprising a placement to sophisticated, institutional and professional investors (Placement) and a Share Purchase Plan to Eligible Shareholders (defined below) (Plan). 


The Placement, as detailed in the announcement on 17 June 2019, shall comprise the issue of 18,604,651 fully paid ordinary shares in the capital of the Company (Shares), at an issue price of $0.43 per Share, to raise up to $8,000,000 (before costs). The issue of Shares under the Placement is conditional on shareholder approval for the purposes of ASX Listing Rule 7.1 which shareholder approval is sought in the Notice of Meeting which accompanies this letter.


On behalf of the Company, I am pleased to offer you an opportunity to participate in the Plan, on the terms described in this letter. Under the Plan, Eligible Shareholders will have the opportunity to purchase Shares up to the value of $15,000 at the same price as the Placement, irrespective of the size of their shareholding, without incurring brokerage or transaction costs.


The offer under the Plan (Offer) seeks to raise up to $10,000,000 on the terms and conditions (Terms and Conditions) contained in this letter. In conjunction with the Placement, this will provide the Company with additional funds of up to approximately $18,000,000 (assuming full subscription).


The Company will hold an annual general meeting to, among other matters, approve the issue of Shares to the shareholders of Omniblend under the Transaction and the Placement on 26 July 2019. In the event that the issue of Shares to the shareholders of Omniblend under the Transaction or the Placement are not approved by the Company's shareholders, the issue of Shares under the Offer will not proceed and the Company will refund all application monies to shareholders.


Shareholders Eligible to Participate in the Plan 

Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 7.00pm (Sydney time) on 14 June 2019 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders).


Share Purchase Plan 

The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase Shares up to the value of $15,000 at an issue price of $0.43 (Price) being the same price as the Shares offered to sophisticated, institutional and professional investors under the Placement. The Price is a discount of 20% to $0.537 (being the volume weighted average market price (VWAP) for the Shares over the last 5 days on which sales in the Shares were recorded as at 14 June 2019 (being the last trading day before details of the Plan were announced). 


Whilst the Company intends to raise up to $10,000,000 under the Plan, the Company reserves the right to accept additional applications subject to shareholder demand. However, the maximum number of Shares to be issued is limited by the ASX Listing Rules to a maximum of 45,000,000 Shares, being 30% of the Company’s current issued share capital.


Depending on applications received, the Company may, in its absolute discretion, undertake a scale back so that not more than $10,000,000 is raised or not more than 30% of that number of Shares already on issue, are issued under the Plan. Scale back decisions are made by the Board and are final. 


The Plan will not be underwritten.


The directors of the Company who are Eligible Shareholders intend to participate under the Plan. 


An application form for the Plan (Application Form) is included in this package.


Current Activities 

Details of the Company’s current activities are set out in the announcements made by the Company to the ASX and are available from the ASX, or the Company’s website at www.keytonedairy.com.


Click here to view the full announcement

BINDING COMMITMENTS

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BINDING COMMITMENTS RECEIVED FOR $8.0 MILLION PLACEMENT 

ASX Announcement 19 June 2019 


Keytone Dairy Corporation Ltd (ASX:KTD) (“Keytone” or the “Company”) today announces it has received binding commitments to raise $8.0 million at $0.43 per share under the placement announced on 17 June 2019 (“Placement”). The Placement is being undertaken to partially fund the acquisition of Omniblend Pty Ltd (“Omniblend”).


Peter James, Chairman of Keytone, said: “Demand for the Placement has been in excess of $8.0 million, being the top end of the offer range, and has been significantly supported by existing shareholders and new institutional and sophisticated investors. Scale-backs have been applied to bids received through the Placement. We are extremely pleased with the response from both new and existing shareholders in response to the strategic acquisition of Omniblend.”


“Omniblend provides Keytone with a strong platform for growth into the health and wellness sector and leveraging both Keytone’s and Omniblend’s proprietary brands into Asia, particularly China.”


Settlement of the Placement is expected to occur on 29 July 2019, following shareholder approval at the Company’s AGM on or around Wednesday 24 July 2019. The new shares issued under the Placement will rank equally with existing Keytone ordinary shares on issue


As announced on 17 June 2019, Keytone will also conduct an offer of new Keytone shares under a share purchase plan (“SPP”) at $0.43 per share, being the same price as the Placement, capped at $10.0 million. Keytone will offer each existing eligible shareholder who had a registered address in Australia or New Zealand as at 7:00pm (Sydney time) on 14 June 2019 an opportunity to participate in the SPP up to a maximum of $15,000. The SPP may be subject to scale-back at the discretion of the Company should total applications exceed $10.0 million. The Company reserves the right to accept oversubscriptions under the SPP at its absolute discretion, in consultation with the Joint Lead Managers. Further details regarding the SPP, including the terms and conditions for participation, are expected to be announced on ASX on or about 25 June 2019 and will be despatched to Keytone’s shareholders at the same time.


Click here to view the full announcement

STRATEGIC ACQUISITION

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INVESTOR CENTRE

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Investor Centre


This section of our website is dedicated to providing shareholders with the latest Company information available. This information includes Australian Securities Exchange (ASX) announcements, financial reports, presentations, general articles of interest and archives. 


TitleDate
Notice of Annual General Meeting/Proxy FormOpens in a new Window27 June 201927/06/2019
Share Purchase PlanOpens in a new Window27 June 201927/06/2019
Cleansing NoticeOpens in a new Window27 June 201927/06/2019
Binding Commitments Received for $8.0 Million PlacementOpens in a new Window19 June 201919/06/2019
Strategic Acquisition of Omniblend & Capital RaisingOpens in a new Window17 June 201917/06/2019
Keytone to acquire Omniblend and launch Capital RaiseOpens in a new Window17 June 201917/06/2019
Trading HaltOpens in a new Window17 June 201917/06/2019
Keytone Dairy Full Year Financial ResultsOpens in a new Window30 May 201930/05/2019
Appendix 4G and Corporate Governance StatementOpens in a new Window30 May 201930/05/2019
Appendix 4E and Annual ReportOpens in a new Window30 May 201930/05/2019
Response to ASX Query - Walmart China AgreementOpens in a new Window30 May 201930/05/2019
Pause in TradingOpens in a new Window30 May 201930/05/2019
Keytione Dairy to produce Walmart branded products for ChinaOpens in a new Window30 May 201930/05/2019
Quarterly Report and Appendix 4COpens in a new Window30 April 201930/04/2019
Keytone achieves Organic Exporter CertificationOpens in a new Window20 March 201920/03/2019
Keytone achieves Organic CertificationOpens in a new Window19 March 201919/03/2019
Quarterly Report and Appendix 4COpens in a new Window31 January 201931/01/2019
AA Status and Accreditation GrantedOpens in a new Window30 January 201930/01/2019
Exercise of Option to Purchase Additional LandOpens in a new Window25 January 201925/01/2019
Keytone Launches Junior Formula and Diabetic PowderOpens in a new Window23 January 201923/01/2019



WWW.KEYTONEDAIRY.COM

OUR STORY

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Our Story


Keytone is one of New Zealand's premium dairy and nutritional production facilities, based in the heart of the South Island.

Our founder and CEO leveraged years of personal dairy sector experience, seized on an opportunity in a rapidly growing market place and established Keytone as one of New Zealand's premium dairy and nutritional production facilities, based in the heart of the South Island.



Taking green, clean and pristine premium ingredients and producing first class products, Keytone has been at the forefront of producing premium dairy and sports nutrition powders since the commission of its purpose built plant in 2013. Our products are sought after by leading supermarkets, manufacturers and retailers around the globe.


Keytone operates in the dairy products segment of the fast-moving consumer goods industry.  We focus on the global market for powdered dairy industry and nutritional and nutraceutical ingredients industry, which are estimated to be worth approximately US$21.4 billion and US$12.2 billion, respectively, and continuing to grow year on year.


Our own products are manufactured under our KeyDairy® and KeyHealth® brands, in ranges which include premium milk and nutrition powders, and award-winning beauty products offered in a multi form packaging solutions, including nutrition sachet and jar products. 


In addition to our own brands, we are a trusted production partner, contract packing for well known brands around the world. Keytone’s purpose built dairy production facility offers a wide range of dairy and nutrition packaging solutions, meeting the diverse needs of consumers from different markets and cultures.


Our Canterbury head office and production facility is at the heart of New Zealand’s dairy industry in the South Island, strategically positioned to road, rail and port infrastructure, allowing seamless logistics and delivery of Keytone products globally.


The facility is certified with the New Zealand Ministry of Primary Industries and Keytone holds a Certification and Accreditation Administration (CNCA) of the People's Republic of China manufacturer registration, thereby enabling export of Keytone’s products to China.  In addition, the facility holds a Halal certification from the Federation of Islamic Associations of New Zealand (an accredited body recognised by Islamic countries worldwide).


WWW.KEYTONEDAIRY.COM

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