TRUSCREEN SHARE PURCHASE PLAN DETAILS
Company Announcement 17 September 2018
TRUSCREEN SHARE PURCHASE PLAN DETAILS
As previously announced to the market, cervical cancer technology company, TruScreen Limited
(NZAX:TRU), will today open a Share Purchase Plan to eligible shareholders. The Share Purchase Plan
(SPP) offer document and forms will be mailed to eligible shareholders today.
Attached are:
• Notice of Offer
• SPP Booklet
ENDS
For more information visit www.truscreen.com or contact
Martin Dillon, TruScreen Chief Executive Officer,
email: martindillon@truscreen.com.
About TruScreen:
TruScreen’s real time cervical cancer
technology utilises a digital wand which is
placed on the surface of the cervix to measure
electrical and optical signals from the
surrounding tissue. A sophisticated proprietary
algorithm framework distinguishes between
normal and abnormal (cancerous and
precancerous) tissue to identify precancerous
change, or cervical intraepithelial neoplasia
(CIN). A Single Use Sensor (SUS) is used for
each patient to protect against cross-infection.
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17 September 2018
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
Notice of Offer of Same Class Financial Products for Issue
Truscreen Limited (TRU) intends to undertake a share purchase plan offer of ordinary shares
(New Shares) to TRU’s eligible shareholders (those on the share register on the record date
of Friday 14 September 2018) (the Offer).
Pursuant to clause 20 of Schedule 8 of the Financial Markets Conduct Regulations 2014
(Regulations) and clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013
(FMCA), TRU advises that:
1. The Offer is being made in reliance upon the exclusion in clause 19 of Schedule 1 of
the FMCA. TRU is giving this notice (Cleansing Notice) under clause 20(1)(a) of
Schedule 8 of the Regulations.
2. As at the date of this Cleansing Notice, TRU is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to TRU’s
quoted financial products; and
(b) its “financial reporting obligations” (within the meaning set out in clause
20(5) of Schedule 8 of the Regulations).
3. As at the date of this Cleansing Notice, there is no information that is “excluded
information” within the meaning set out in clause 20(5) of Schedule 8 of the
Regulations.
4. The potential effects that the Offer and the issue of New Shares will have on the
“control” (within the meaning of clause 48 of Schedule 1 of the FMCA) of TRU and
the consequences of those effects are as follows:
(a) The Offer is limited to 62,803,643 shares (Offer Size) which represents 30%
of all shares on issue in TRU prior to the Offer being made. The Offer Size is
not considered by TRU to constitute a material parcel of New Shares (in
control terms), particularly given that TRU has a broad shareholding spread
and that the vast majority of them are eligible shareholders who may
participate in the Offer.
(b) In some cases, shareholders with registered addresses outside of New
Zealand may not be eligible to participate in the Offer (and their percentage
shareholding will be diluted as a result of the issue of New Shares), due to
the legal requirements of the relevant jurisdiction being unduly onerous for
TRU to make the Offer in that jurisdiction. However, TRU does not consider
that any overseas shareholders currently have any material control of TRU
and therefore that any potential dilution will not materially affect control.
(c) If eligible shareholders do not participate, such shareholders' percentage
shareholding will be reduced (relative to those who did participate). If there
is a shortfall under the Offer, TRU will be entitled to place the shortfall to any
persons (subject to complying with applicable legislative instruments and
the NZX Listing Rules) within three (3) months of the Offer closing.
(d) The Offer is not a pro rata offer and eligible shareholders have no fixed
entitlement to New Shares. Applications will be scaled back if all applications
received in the Offer exceed the Offer Size. Accordingly if the Offer is
oversubscribed eligible shareholders may be unable to maintain their
existing proportionate shareholding in TRU through participation in the Offer.
(e) Any scaling of applications under the Offer will not be made on a pro rata
basis by reference to the existing shareholdings of applicants. Accordingly
scaling may limit the ability of eligible shareholders to obtain New Shares
under the Offer and maintain their proportionate interest in TRU. This is
considered unlikely to materially affect control given the Offer Size.
On behalf of the Board,
Robert Hunter
Chairman
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TRUSCREEN LIMITED
SHARE PURCHASE PLAN BOOKLET
17 September 2018
This is an important document. You should read the whole document before deciding whether to
subscribe for Shares. If you have any doubts as to what you should do, please consult your broker,
financial, investment or other professional adviser.
IMPORTANT INFORMATION
General Information
This Share Purchase Plan booklet is prepared by Truscreen Limited (“Truscreen”) in connection with
an offer of new ordinary shares. The offer is made to Eligible Shareholders under the exclusion in
clause 19 of Schedule 1 of the FMCA This document is not a product disclosure statement or
prospectus and does not contain all of the information which may be required in order to make an
informed investment decision about the offer or Truscreen.
Additional Information is available under continuous disclosure obligations
Truscreen is subject to a continuous disclosure obligation that requires it to notify certain material
information to NZX for the purpose of that information being made available to participants in the
NZX Alternative Market operated by NZX. Market releases by Truscreen, including its most recent
annual report (for the year ended 31 March 2018) and financial statements, are available at
www.nzx.com under ticker code TRU or at the website www.Truscreen.com. If you have sold your
Shares in Truscreen Limited before 5pm on 14 September 2018 please send this Booklet and the
enclosed Application Form to the NZX Firm or other person through whom you made the sale
requesting that they forward the documentation to the purchaser. Only persons that hold Truscreen
Limited Shares at 5pm on 14 September 2018 will be eligible to participate in this Share Purchase
Plan. If you have any queries or concerns regarding this Offer you should contact Truscreen Limited
or your own NZX Firm, legal or financial adviser.
Offering restrictions
No action has been taken to permit a public offering of the Shares in any jurisdiction outside New
Zealand. The distribution of this document in a jurisdiction outside New Zealand may be restricted
by law and persons who come into possession of it (including nominees, trustees or custodians)
should seek advice on and observe any such restrictions.
No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in
possession of, or distribute to any other person, any offering material or any documents in
connection with the Shares, in any jurisdiction other than in compliance with all applicable laws and
regulations. Without limiting the foregoing, this document may not be sent into or distributed in the
United States.
No guarantee
No person named in this document (nor any other person) guarantees the Shares to be issued
pursuant to the offer or warrants the future performance of Truscreen or any return on any
investment made pursuant to this document.
Decision to participate in the offer
The information in this document does not constitute a recommendation to acquire Shares or
financial product advice. This document has been prepared without taking into account the
investment objectives, financial or taxation situation or particular needs of any applicant or investor.
Enquiries
Enquiries about the offer can be directed to an in NZX primary market participant, or your solicitor,
accountant or other professional adviser. If you have any questions about the number of Shares
shown on the application form that accompanies this document, or how to complete the application
form, please contact Link Market Services.
Defined Terms
Capitalised terms used in this Share Purchase Plan (“SPP”) booklet have the specific meaning given
to them in the Glossary at the back of this SPP booklet or in the relevant section of this SPP booklet.
CHAIRMANS LETTER
Dear Shareholders
The Offer
On behalf of the Board of Truscreen Limited (Truscreen), I am pleased to offer you an opportunity to
participate in a Share Purchase Plan (SPP), where you can apply for Shares in Truscreen at an issue
price of $0.21 per New Share.
The SPP is the second part of Truscreen’s current capital raising initiative and follows a $1.5 million
placement to selected wholesale investors.
The capital raising has been structured to provide existing shareholders the same opportunity to
participate and share in the growth of our company. Shares are being offered at the same price as
the placement and the SPP allows you to increase your shareholding without incurring brokerage
and other transaction costs.
Application of Funds Raised
There are a number of immediate commercial opportunities available to us and the capital raised
will have the resources and capacity to progress with these.
In particular, funds will be used to:
• Expand commercial growth in China, Africa, India and Latin America;
• Fund clinical and familiarisation trials as required for product improvement and acceptance
in government programs;
• Expand manufacturing facilities and supply capabilities;
• Build-up inventory; and
• Continued product refinement.
SPP Terms
The SPP is available to all Truscreen shareholders whose address recorded in Truscreen’s share
register is in New Zealand, or who Truscreen is satisfied can otherwise participate in the SPP in
compliance with all applicable laws, on equal terms. Each Eligible Shareholder (big or small) has a
same right to acquire the same dollar amount of new shares under the SPP. It gives all Eligible
Shareholders the opportunity to invest up to $15,000 in new Truscreen shares with a minimum
application of $2,500. The issue price per share is $0.21 per new share – the same price as shares
issued to investors under the placement.
The maximum amount that can be raised under this SPP is approximately $13,188,765. If
applications for New Shares are received that total more than this amount, applications will be
scaled back in the manner described at clause 2.4 of this SPP Booklet. Further details about the SPP
and the terms and conditions are set out in the enclosed information booklet and application form.
You should read these documents carefully and seek professional advice if you have any queries
about making an investment decision. Further information about Truscreen can be found on our
web site http://www.truscreen.com.
The SPP closes at 5pm on 3 October 2018. If you wish to participate in this SPP, please ensure that
you return the completed application form and payment to Link Market Services by the closing date.
On behalf of the Board, I would like to thank you for your ongoing support of Truscreen Limited.
Yours sincerely,
Robert Hunter
Chairman
WARNING
There is a risk to Eligible Shareholders that the market price for Shares may change between the
Record Date, the date that you apply for New Shares under this SPP and the Allotment Date. A
change in market price during this period will not affect the Issue Price. The Issue Price may be
greater or less than the market price of the Shares at the time of the allotment of New Shares to
you.
If the market price of Shares falls below the Issue Price then an investor in this SPP may experience a
fall in value of their New Shares after they are allotted. Alternatively if the market price of Shares
rises above the Issue Price then such investors may experience a capital gain from the New Shares
after they are allotted.
How Shareholders can participate in this SPP
Eligible Shareholders may apply for New Shares. Applications submitted will be subject to the
availability of New Shares as a maximum of 62,803,643 New Shares are offered under this SPP.
Shareholders have the following options under this SPP to subscribe for New Shares at the Issue
Price of $0.21 per New Share on the terms and conditions of this SPP Booklet:
• Share Parcels: Tick the share parcel you wish to subscribe for under this SPP being $2,500, $5,000,
$7,500, $10,000, $12,500 or $15,000.
• Specified Application: Subscribe for a number of New Shares that you specify on the Application
Form which must be more than 11,905 New Shares ($2,500), and in multiples of $500 thereafter.
• No Application: Do nothing and your ability to apply for New Shares under this SPP will lapse.
SPP Timetable
Event Date
Record Date 14 September 2018
SPP opens and SPP Booklet sent to Eligible Shareholders 17 September 2018
Closing Date for SPP 3 October 2018
Allotment of New Shares By 10 October 2018
Holding statements sent to Shareholders By 10 October 2018
TERMS AND CONDITIONS
1. Eligible Shareholders
1.1 You may participate in this SPP only if you are an Eligible Shareholder. An Eligible
Shareholder is a person who, at 5.00pm on the Record Date, was recorded in Truscreen’s
share register as being a registered holder of Shares.
1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes
of determining whether they are an Eligible Shareholder and the certification on the
Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your right to participate in this SPP is personal to you and
non-renounceable.
1.4 Truscreen reserves the right not to extend the offer in this SPP to Eligible Shareholders in a
jurisdiction outside New Zealand in circumstances where it considers that so extending the
Offer may breach the legal requirements of that jurisdiction.
2. Issue Price and Number of Shares
2.1 The Issue Price for New Shares under this SPP is $0.21 per New Share.
2.2 If you are an Eligible Shareholder you may:
Share Parcels: Tick the share parcel you wish to subscribe for under this SPP being $2,500,
$5,000, $7,500, $10,000, $12,500 or $15,000.
Specified Application: Subscribe for a number of New Shares that you specify on the
Application Form which must be more than 11,905 New Shares ($2,500), and in multiples of
$500 thereafter up to a maximum of 71,429 New Shares ($15,000).
No Application: Do nothing and your ability to apply for New Shares under this SPP will
lapse.
2.3 Truscreen also cannot issue Shares under this SPP which, in aggregate, exceed 30% of the
number of Shares that it presently has on issue under the requirements of Listing Rules
7.3.4(c) and 7.3.4(d). This means that the maximum number of shares which may be issued
pursuant to this SPP is 62,803,641 (Maximum Number), having an aggregate value of
approximately $13,188,765.
2.4 If Truscreen receives applications for New Shares under this SPP that, in aggregate, are in
excess of the Maximum Number, then Truscreen will scale back applications on the
following basis:
- All applications for more than 71,428 New Shares ($15,000) will be scaled back:
• On a pro-rata basis (to the number of such New Shares applied for) so that the
aggregate number of such New Shares together with all other Applications do not
exceed the Maximum Number; or
• 71,428 New Shares, whichever is higher.
- If applications then still exceed the Maximum Number, further scaling will then be done
by applying the following formula:
Y = (62,803,643 ÷ A) x N
Where:
Y is the final number of scaled back New Shares that an Eligible Shareholder
who has applied for New Shares under this SPP will be allotted.
A is the aggregate number of New Shares applied for under this SPP by all
Eligible Shareholders after applying the scaling in (a) above.
N is the number of New Shares applied for by an Eligible Shareholder after
applying the scaling in (a) above.
If the scaling calculations above produce a fractional number, the number of New Shares
you will be allotted will be rounded down to the nearest whole number of New Shares. If
scaling is applied, application monies received will be greater than the value of the New
Shares actually allotted. The difference between the value of the New Shares allotted and
application monies received will be refunded to Applicants within 10 Business Days of the
Closing Date. No interest will be paid on refunded monies.
3. Custodian
3.1 Any Eligible Shareholder that:
• is a trustee corporation or a nominee company and holds Shares in Truscreen by
reason only of acting for another person in the ordinary course of business of that
trustee corporation or nominee company; or
• holds Shares in Truscreen by reason only of being a bare trustee of a trust to which
the Shares are subject,
is a custodian (Custodian) under this SPP.
3.2 A separate Application Form must be completed for each beneficial owner for whom a
Custodian is acting. Subject to clause 3.3, Truscreen will treat each such Application Form as
a separate application despite them all being in the name of the Custodian.
3.3 If a Custodian applies to purchase New Shares on behalf of a beneficial owner, the Custodian
must certify to Truscreen in writing on the Application Form:
• that the Custodian holds Shares directly or indirectly as a Custodian for beneficial
owners; and
• that the beneficial owner on whose behalf the Custodian is submitting the
Application Form is not making an application themselves as an Eligible Shareholder
for New Shares under this SPP, and no other Custodian is submitting an application
under the SPP for that beneficial owner.
4. Completing the Application Form and Paying for Shares
4.1 If you wish to participate in this SPP, you must complete the Application Form and provide
payment in accordance with the instructions on the Application Form. Cheques must be
drawn on a New Zealand bank account and be for immediate value. You may lodge your
application (together with payment) directly with Truscreen’s share registrar, Link Market
Services Limited, or with any Primary Market Participant or other channel approved by NZX.
4.2 To be valid, applications must be received by Link Market Services by 5.00pm on 3 October
2018. Application Forms received after that date will only be accepted at Truscreen’s
discretion. If you lodge your application with a Primary Market Participant or other channel
approved by NZX your application must be received in time to enable forwarding to Link
Market Services before 5.00pm on 3 October 2018.
4.3 Application Forms should be sent, together with payment by cheque (made out to
“Truscreen Limited”) or direct debit to your bank account details to be provided in the
application form:
By Delivery:
Truscreen Limited Share Purchase Plan
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010, New Zealand
By mail:
Truscreen Limited Share Purchase Plan
C/- Link Market Services Limited
PO Box 91976
Auckland 1142, New Zealand
4.4 Subject to applicable law and the Listing Rules, the Board of Truscreen may, at its sole
discretion extend or bring forward the Closing Date. Any such change will be communicated
to shareholders through Truscreen making a market announcement to NZX and posting a
copy of that announcement to Eligible Shareholders.
5. Truscreen’s Discretion to Accept or Reject Applications
5.1 Truscreen has discretion to accept or reject your application to purchase New Shares under
this SPP, including (without limitation) if:
• your Application Form is incorrectly completed, incomplete or otherwise
determined by Truscreen to be invalid;
• your cheque or direct debit is dishonoured or has not been completed correctly;
• the cheque that you enclose with your Application Form or your bank deposit is not
in New Zealand dollars for the exact amount of the parcel that you have selected on
the Application Form;
• your Application Form is received after the Closing Date. While Truscreen has
discretion to accept late Application Forms and payment, there is no assurance that
it will do so;
• Truscreen believes that you are not an Eligible Shareholder or Custodian; or
• Truscreen considers that your application does not comply with these terms and
conditions.
5.2 Where Truscreen rejects an application under the terms and conditions of this SPP, any
application monies received in respect of the rejected application will be refunded to the
affected applicants within 10 Business Days of the Closing Date. No interest will be paid on
any such refunded monies.
6. Significance of Sending in an Application
6.1 If you apply to participate in the SPP by completing and returning the Application Form:
• your application, on these terms and conditions, will be irrevocable and
unconditional (i.e. cannot be withdrawn);
• you certify to Truscreen that you are an Eligible Shareholder entitled to apply for
New Shares under these terms and conditions;
• you agree to be bound by the constitution of Truscreen. A copy of the constitution is
available from the Company, free of charge, by emailing our Chief Executive Martin
Dillon at martindillon@truscreen.com;
• you authorise Truscreen (and its officers or agents) to correct any error in, or
omission from, your Application Form and to complete the Application Form by the
insertion of any missing details;
• you acknowledge that Truscreen may at any time irrevocably determine that your
Application Form is valid, in accordance with these terms and conditions, even if the
Application Form is incomplete, contains errors or is otherwise defective;
• you accept the risk associated with any refund that may be despatched to you by
cheque to your address shown on Truscreen’s share register;
• you agree to indemnify Truscreen for, and to pay to Truscreen within five (5)
business days of demand, any dishonour fees or other costs Truscreen may incur in
presenting a cheque or direct debit for payment which is dishonoured;
• you acknowledge that none of Truscreen, its advisers or agents has provided you
with investment advice or financial product advice, and that none of them has an
obligation to provide advice concerning your decision to apply for and purchase New
Shares under this SPP;
• you acknowledge the risk that the market price for the Shares may change between
the Record Date, the date that you apply for New Shares under this SPP and the
Allotment Date. A change in market price during this period will not affect the Issue
Price but may affect the value of the New Shares you receive under this SPP;
• you acknowledge that Truscreen is not liable for any exercise of its discretions
referred to in these terms and conditions; and
• you irrevocably and unconditionally agree to these terms and conditions and agree
not to do any act or thing which would be contrary to the spirit, intention or purpose
of this SPP.
6.2 If a Custodian applies to purchase New Shares under this SPP for a beneficial owner
pursuant to clause 3.2, the matters referred to in clause 6.1 will be taken to be given by each
beneficial owner on whose behalf the Custodian is applying to purchase New Shares.
7. The Shares
7.1 New Shares issued under this SPP will rank equally with each other and will have the same
voting rights, dividend rights and other entitlements as existing fully paid Shares in
Truscreen.
8. Financial Statements
8.1 You may obtain free of charge the most recent annual report and financial statements of
Truscreen by contacting Truscreen (see the Company Directory for details), or you may
download these reports from the Truscreen website at www.Truscreen.com.
9. Amendments to the SPP and Waiver of Compliance
9.1 Notwithstanding any other term or condition of this SPP and/or the Application Form,
Truscreen may, at its discretion: a. make non-material modifications to this SPP or such
terms and conditions (in which applications for New Shares under this SPP will remain
binding on the applicant notwithstanding such modification and irrespective of whether an
Application Form was received by Link Market Services Limited before or after such
modification is made); and/or b. suspend or terminate this SPP at any time prior to the
allotment of the New Shares under this SPP. If this SPP is terminated, application monies will
be refunded to applicants within 10 Business Days of the Offer being withdrawn. No interest
will be paid on refunded monies.
9.2 Subject to law and the Listing Rules, Truscreen reserves the right to waive compliance with
any provision of these terms and conditions. If Truscreen waives compliance with any
provision of these terms and conditions, such waiver will apply to all Eligible Shareholders.
10. Governing Law
10.1 These terms and conditions shall be governed by and construed in accordance with the laws
of New Zealand.
11. Dispute Resolution
11.1 If any dispute arises in connection with this SPP, Truscreen may settle it in any manner it
thinks fit. It may do so generally or in relation to any particular participant, application or
Share. Truscreen’s decision will be final and binding.
12. Inconsistency
12.1 Unless otherwise determined by the Directors, in the event of any inconsistency between
the terms and conditions of this SPP and Truscreen’s constitution, Truscreen’s constitution
shall prevail.
Signed by the Directors of TruScreen Limited.
_____________________________
Robert Hunter
_____________________________
Chris Horn
_____________________________
Chris Lawrence
_____________________________
Marie Ficarra
_____________________________
Con Hickey
ADDITIONAL INFORMATION
Dilution effects of the Offer
Shareholders not participating in the Offer could experience dilution to their current percentage
holding in Truscreen. Below is a table illustrating a hypothetical dilution, which could result from an
existing Shareholder (currently holding 1% of Truscreen’s issued share capital) electing not to
participate in the Offer. The table assumes that the maximum number of New Shares available
under this Offer will be issued:
Existing Company Share capital: 209,345,477
Maximum New Shares issued: 62,803,643
Company Share capital post-Offer: 272,152,120
Number of Shares held: 2,093,455
Percentage holding pre-Offer: 1.00%
Percentage holding post-Offer: 0.77%
Terms and Ranking of New Shares
New Shares issued will be fully paid and shall rank equally in all respects with other Shares on issue
in Truscreen and will give the holder the right to one vote on a resolution at a meeting of
shareholders (subject to any restrictions in Truscreen’s constitution or the Listing Rules), the rights
to dividends authorised by the Board and the right to a proportionate share in any distribution of
surplus assets of Truscreen on any liquidation.
Applications for New Shares
Truscreen reserves the right to accept late applications and application monies, but has no
obligation to do so.
If a Shareholder fails to take up the Offer under the SPP on or before the Closing Date (3 October
2018) such Offer will lapse.
Any application monies received pursuant to the Offer will be held in a trust account established by
Truscreen with the Registrar until the corresponding New Shares are allotted or the application
monies are refunded. Interest earned on the application monies will be for the benefit, and remain
the property of Truscreen and will be retained by Truscreen whether or not the issue and allotment
of New Shares takes place. Any refunds of application monies will be made without interest within
10 Business Days of the Closing Date, for any unaccepted or invalid applications; or in accordance
with clause 2.4 of this SPP Booklet.
Withdrawal of Offer
Truscreen reserves the right to cancel the Offer and the issue of New Shares at any time prior to
allotment, in which case all application monies will be refunded within 10 Business Days of the Offer
being withdrawn. No interest will be payable on amounts refunded.
Dividend Policy
Truscreen does not intend to make dividend payments within the foreseeable future. The Directors
will review this position upon Truscreen achieving profitability. The Directors reserve the right to
amend the dividend policy at any time.
Financial Statements
The latest available audited financial statements for Truscreen are the audited financial statements
for the year ended 31 March 2018. These financial statements were prepared in compliance with the
Financial Reporting Act 1993 and were announced to NZX in July 2018 in accordance with the Listing
Rules and are also available on the Companies Office website: www.business.govt.nz/companies/.
Access to Information and Statements
A copy of the information referred to above and financial statements referred to above are available
from the NZX website, the public register of the Companies Office (www.companies.govt.nz) and
Truscreen’s website (www.Truscreen.com) or can be provided on request, free of charge, by
applying in writing to Truscreen’s Registered Office, details of which are set out in the Directory.
Seek your own advice
The information contained herein does not constitute financial product advice and does not take
into account the investment objectives, financial situation, tax position or particular needs of
individuals. If you are in doubt as to the course of action you should follow, you should consult your
stockbroker, accountant, taxation adviser, solicitor or other professional adviser before participating
in the SPP.
GLOSSARY
Allotment Date By 10 October 2018
Applicant An investor whose application for New Shares (and payment of the
corresponding Issue Price in respect of each New Share subscribed
for) has been received by the Registry prior to the Closing Date.
Application Form The personalised application form relating to this SPP that you
received with this SPP Booklet, including the instructions on the
reverse of that form.
Board The board of directors of Truscreen.
Booklet This booklet containing the SPP offer to Eligible Shareholders.
Business Day Has the meaning given to it in the Listing Rules.
Closing Date 5pm, 3 October 2018.
Custodian See clause 3.1 of the Terms and Conditions for the definition of
“Custodian”.
Directors The directors of Truscreen.
Eligible Shareholder Subject to clause 1.4 of the Terms and Conditions, a person who, at
5.00pm on the Record Date, was recorded in Truscreen’s share
register as being a registered holder of Shares.
FMCA Financial Markets Conduct Act 2013.
Issue Price The price at which the New Shares will be issued pursuant to this
SPP being $0.21 per Share (Swedish rounding will apply to fractions).
Listing Rules The NZX listing rules applying to the NZX Alternative Market, as
amended from time to time.
New Shares Up to a maximum of approximately 62,803,643 fully paid ordinary
shares in Truscreen, that are the subject of this Offer and would
rank equally in all respects with existing shares if issued.
NZAX The NZX Alternative Market operated by NZX.
NZX NZX Limited.
Offer The offer to Eligible Shareholders to subscribe for New Shares,
pursuant to the SPP.
Opening Date 17 September 2018.
Primary Market Participant Has the meaning given to it in the Listing Rules.
Record Date 14 September 2018.
Shares Ordinary shares of Truscreen which are, or once allotted under this
SPP will be, quoted on NZAX under the code “TRU”.
SPP `The Share Purchase Plan detailed in this Booklet whereby Eligible
Shareholders may subscribe for New Shares at the Issue Price.
Truscreen Truscreen Limited.
COMPANY DIRECTORY
Directors
Robert Hunter
Chris Horn
Ron Jones
Chris Lawrence
Marie Ficarra
Con Hickey
Share Registrar
Link Market Services
Level 11, Deloitte House
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Telephone: 09 375 5998
Email: enquiries@linkmarketservices.co.nz
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