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Ann: GENERAL: VET: Vetilot Ltd (Vet) market update on share placement.

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    • Release Date: 11/02/15 16:35
    • Summary: GENERAL: VET: Vetilot Ltd (Vet) market update on share placement.
    • Price Sensitive: No
    • Download Document  3.91KB
    11/02/2015 16:35
    REL: 1635 HRS Vetilot Limited
    GENERAL: VET: Vetilot Ltd (Vet) market update on share placement.
    PO Box 1314
    Shortland Street
    Ph +64 (09) 304 0145
    Vetilot Ltd (Vet) market update on share placement.
    Vetilot advises that it has entered into a conditional Subscription Agreement
    with NZ Silveray Group Limited that provides for an issue of shares in
    Vetilot for cash to NZ Silveray Group Limited that will result in NZ Silveray
    Group Limited being the holder of 70.06% of the ordinary shares in Vetilot.
    The issue price is NZ$1,250,000, being an issue price of 0.01 cents per share
    for 1.25 billion ordinary shares.
    The Subscription Agreement is conditional upon:
    1. Vetilot's lenders forgiving all liabilities owed to them by Vetilot.
    2. Vetilot obtaining all shareholder and other approvals required to issue
    the shares to be issued to NZ Silveray Group Limited and otherwise implement
    the transaction in compliance with the Takeovers Code, NZAX Listing Rules,
    the Companies Act 1993 and any other applicable laws and any contracts
    binding on Vetilot.
    3. The shareholders of Vetilot appointing up to three persons nominated by NZ
    Silveray Group Limited to be Directors, such persons to be nominated by NZ
    Silveray Group Limited within the next seven days, and such appointments to
    be conditional on, and to take effect from settlement.
    4. Vetilot obtaining waivers from NZX Regulation so as to permit GA Sego
    Limited and/or Snowdon Peak Investments Limited to vote on any shareholder
    resolutions required to implement the transaction.
    Subject to satisfaction of conditions, the transaction is to be settled on
    the later of 27 March 2015 and the date which is five trading days after the
    conditions are satisfied or waived, or such other date as is agreed in
    writing by Vetilot and NZ Silveray Group Limited.
    The conditions (except for condition 1) must be satisfied or waived on or
    before 30 June 2015.  Condition 1 must be satisfied or waived on or prior to
    settlement.  The conditions (except for condition 4) can only be waived by
    agreement of both parties.  Vetilot may waive condition 4.
    Settlement is also conditional upon Vetilot remaining listed on a market for
    the trading of shares operated by NZX on the settlement date.
    The Subscription Agreement also provides for Vetilot, on settlement, to issue
    warrants to its shareholders including NZ Silveray Group Limited pro rata on
    a one for one basis.  Each warrant will entitle the holder to subscribe for
    cash for one ordinary share in Vetilot at an exercise price of 0.02 cents per
    ordinary share at any time on or prior to 31 December 2017.
    The shares to be issued to NZ Silveray Group Limited are to be listed, but
    the warrants to be issued to shareholders on settlement are not expected to
    be listed.
    NZ Silveray Group Limited has paid Vetilot a nonrefundable deposit of
    NZ$150,000.  The balance of the subscription price of $1,100,000 is payable
    to Vetilot's solicitors as a stakeholder within two trading days of receiving
    written notice from Vetilot that NZX and the Takeovers Panel has approved the
    notice of meeting of shareholders required to approve the transaction. The
    balance of the subscription price does not become payable to Vetilot until
    Vetilot estimates that its fees and costs payable in connection with the
    transaction will be approximately $150,000.
    Vetilots Directors note that there will be a large number of shares on issue
    and that there is a prima facie case for the consolidation of the shares.
    The Directors of Vetilot will consider whether the benefits of consolidation
    outweigh any detriments.  If so they will enter discussions with NZ Silveray
    Group Ltd to seek their agreement prior to any action being undertaken.
    Brent King
    11 February 2015
    For Further Information
    Please contact Mr Brent King
    [email protected]
    +64- 21- 632- 660
    End CA:00260535 For:VET    Type:GENERAL    Time:2015-02-11 16:35:44
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