Invitation to participate in the Jumbo Shareholder Share Purchase Plan
Nov 24, 2005
23 November 2005
Invitation to participate in the Jumbo Shareholder Share Purchase Plan
The Board of Directors of Jumbo Corporation Limited (the Company or Jumbo) has approved the introduction of a Shareholder Share Purchase Plan (the Plan). The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to $5,000 worth of fully paid ordinary shares in the capital of the Company (Shares), free from all brokerage and commissions (Offer).
A Reward to Shareholders
A number of shareholders have expressed an interest in participating in future capital raisings. Accordingly, and as part of our continuing relationship with shareholders, the Board is pleased to offer to all Eligible Shareholders (as defined below) an opportunity to participate in the initial Offer under the Plan.
This letter sets out the terms and conditions of the Offer which is being made on this occasion under the Plan and how to apply for Shares under the Offer. The terms and conditions of the Plan are set out in the accompanying Terms and Conditions and an Application Form is also enclosed. No brokerage or commission will be payable by Eligible Shareholders who choose to participate in the Offer. All Offers under the Plan are non renounceable.
The Offer has been structured to comply with Australian Securities & Investments Commission Class Order 02/831 which enables the Company to offer the Shares without a prospectus.
Shareholders Eligible to Participate in the Plan
The right to participate in the Offer under the Plan is available exclusively to shareholders who are registered as holders of Shares in the Company as at 5pm (EST) on the record date, 18 November 2005, and whose registered address is in Australia or New Zealand (Eligible Shareholders).
If nominees or trustees are expressly noted on the register of members of the Company as holding Shares on behalf of a named beneficiary, such nominees or trustees are also entitled to participate in the Offer for each occasion on which they are separately recorded as a nominee or trustee for a different beneficiary named on that register.
Jumbo’s Current Activities
Jumbo has recently expanded into online lotteries and betting exchanges as detailed in our recent announcements to ASX which are available on the ASX website. Funds raised from this Offer under the Plan will be used to progress new projects in these areas as well as for
general operations. These new projects are designed to capitalise on new opportunities in the online lotteries and betting exchange areas.
The Company’s online lottery business operates primarily through the popular www.ozlotteries.com website where customers can purchase games such as OzLotto and Powerball. Efforts have been made to expand this site and to attract new customers primarily from overseas locations. Jumbo promotes the Betexware Betting Exchange Software Application (www.betexware.com) and has submitted applications for its own betting exchange licence in Australia and overseas.
Price of Shares under the Offer
The purchase price of the new Shares being offered on this occasion under the Plan has been set at 6 cents per Share. This represents a discount of approximately 10% to the weighted average market price of the Shares on ASX during the 5 days on which trades in the Shares occurred immediately prior to announcing the Offer. It is also less than the market price of Shares in the 10 days prior to the Record Date.
Subscription and Application Procedure
If you would like to participate in the Offer, please return your completed Application Form, together with your cheque for the subscription monies for the number of Shares you wish to acquire, to Computershare on or before the Closing Date of 5pm (EST) on 20 January 2006. The Directors of the Company may elect to close the Offer at an earlier date without notice.
Please note that the maximum investment per Eligible Shareholder is $5,000 (representing 83,334 Shares at a price of 6 cents per share) and the minimum investment is $1,000 (representing 16,667 Shares at 6 cents per share). Eligible Shareholders who wish to obtain more than the minimum investment of $1,000 must apply in multiples of $1,000 up to the maximum investment of $5,000. The maximum investment that each Eligible Shareholder may apply for will remain $5,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more that one holding under a separate account). Fractional entitlements will be rounded up to the nearest whole number of Shares.
The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over $5,000. Holding statements for Shares allotted under the Plan will be despatched no later than 15 business days after the Closing Date of the Offer. Application for quotation of the Shares on ASX will be made immediately following the issue of those Shares.
In accordance with the requirements of the ASX Listing Rules, the Offer of Shares under the Plan must not exceed 30% of the Company’s current issued capital. For the purposes of this initial Offer, the Board has decided to limit the number of Shares which can be issued on this occasion to a total of 48 million Shares (being 14.9% of the number of Shares currently on
issue). If all shareholders applied for the maximum investment, the total number of Shares which could be applied for under the Offer would be 150 million Shares. As the Offer is limited to a maximum of 48 million Shares, in the event of oversubscriptions Shares will be allocated to Eligible Shareholders on a pro-rata basis. If the Company rejects or scales back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.
On the day the Company announced the Offer, Shares traded on ASX in the price range of
6.9 cents to 7.5 cents. The market price of Shares may rise and fall between the date of the Offer and the date that any shares are issued to you as a result of your acceptance of this Offer. This means that the subscription price you pay for Shares may exceed the market price of the Shares at the date of allotment of the Shares under this Offer. The Board recommends that you obtain your own financial advice in relation to the Offer and consider, without limitation, price movements of Shares prior to accepting the Offer.
In the event that less than the maximum number of 48 million Shares are applied for pursuant to the Offer, the shortfall may be placed at the discretion of the Directors (or so much of the shortfall as may be issued without shareholder approval in accordance with the ASX Listing Rules).
Record Date 18 November 2005
Offer sent to shareholders and Offer opens 23 November 2005
Offer closes 20 January 2006
Issue of Shares under the Plan 27 January 2006
Quotation of Shares on ASX 28 January 2006
Despatch of holding statements for Shares under the Plan By 10 February 2006
These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Forms as early as possible.
Should you wish to discuss this matter with the Company, please do not hesitate to contact the writer on 07 3831 3705 or by email to firstname.lastname@example.org