GTECH INTERNATIONAL RESOURCES LIMITED

Transcription

1 GTECH INTERNATIONAL RESOURCES LIMITED c/- Genetic Technologies Limited Hanover Street Fitzroy, Victoria 3065 Australia Telephone: Fax: tom.howitt@gtglabs.com Symbol: GCH.H: NEX P R E S S R E L E A S E July 29, 2013 Melbourne, Australia - The Board of Directors of Gtech International Resources Limited ( Gtech and the Company ) (GCH.H: NEX) is pleased to announce that the Company has executed a Scheme Merger Agreement dated July 29, 2013 (the Merger Agreement ) with Simavita Holdings Limited ( Simavita ). The Company s major shareholder, Genetic Technologies Limited, is also a party to the Agreement and has agreed to support the transaction. Pursuant to the Merger Agreement, the Company will convene a meeting of its shareholders to approve Gtech issuing new common shares to the Simavita shareholders to acquire 100% of the issued capital of Simavita (the Merger ). The Merger is to be implemented by way of a scheme of arrangement under the Australian Corporations Act. Information Regarding Simavita Simavita is an Australian unlisted public company incorporated under the laws of Australia and based in Sydney, New South Wales. Simavita is a global leader in the area of incontinence management. Simavita has developed and commercialized the world s first instrumented and integrated system of incontinence assessment and management known as SIM. SIM replaces the unreliable and inaccurate process of manual and subjective incontinence assessment which is currently being used all over the world. There are no known competitors providing integrated and instrumented incontinence assessment. The proprietary SIM technology arose from a concept created by the company s founder, Australian medical doctor Dr. Fred Bergman, while working with residential aged care facilities ( RACFs ) in Melbourne, Victoria, Australia. His observations of the inadequacy of incontinence management in RACFs led him to devote most of his remaining life to the conceptualization and innovation of the system which is the predecessor of Simavita s current technology. In 1996, Dr. Bergman filed the first patent application in respect of the technology for the development of SIM to effectively assess and manage incontinence. Ms. Philippa Lewis, founder and driving force behind Sanicare Pty. Ltd., joined the Board of Simavita in 2007 and subsequently became CEO in With decades of international experience in the adult incontinence space, Ms. Lewis has moved Simavita forward at an exciting pace and has successfully driven the development and commercialization of SIM. The current SIM technology is in its 4 th generation and it has taken many years of continuous improvement through innovation and extensive customer interface. More than $28 million Australian dollars ( AUD ) has been spent developing and commercializing the SIM technology, which is protected by a substantial portfolio of intellectual property, including eight patent families and associated know-how. Sales of SIM have commenced in Australia and Simavita is poised to expand its operations internationally, initially into the United States and then into Canada and selected European countries. It is expected that the core SIM technology platform can be extended into a variety of other health care settings and applications in the future. Further information regarding Simavita and its activities can be found at

2 - 2 - Controlling Shareholders of Simavita As at the date of this Press Release, there is no party who beneficially controls more than 20% of the issued capital of Simavita. Financial Information for Simavita The financial statements for Simavita for the years ended June 30, 2013, June 30, 2012 and June 30, 2011 will be included in the Gtech Management Information Circular that is to be delivered to all Gtech shareholders in connection with the transaction. Information Concerning Gtech Gtech currently trades on the NEX board of the TSX Venture Exchange under the symbol GCH.H: NEX and, once the Simavita acquisition is successfully completed, it is expected that the resulting company s shares will be initially listed on Tier 2 of the TSX Venture Exchange. Subject to the successful completion of the Merger, the resulting company will operate in the Industrial or Technology or Life Sciences industry segment. Gtech currently holds all of its assets in the form of cash deposits totaling approximately CAD$220,000. Previously, Gtech was a resource company engaged in the acquisition and exploration of mineral properties in British Columbia and the Yukon Territory. Gtech still retains a 1.5% net smelter royalty ( NSR ) on the Aurex Property which StrataGold Corporation holds an option to purchase for CAD$1,000,000, and a 1.5% NSR on the Revenue Creek Property which ATAC Resources holds an option to purchase for CAD$600,000. Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) currently holds 75.82% of the outstanding shares of Gtech and has indicated its support for the proposed acquisition of Simavita under the terms of the Agreement. Further Information Regarding the Proposed Transaction Prior to the proposed acquisition of Simavita, Gtech will seek the approval of its shareholders to complete a consolidation of its share capital on the basis of one new share for every three existing shares held. If approved, the number of Gtech shares on issue will be reduced from 5,168,167 to 1,722,722. Under the terms of the Merger Agreement, where the Merger conditions are satisfied, the Company will then issue 22,151,434 Gtech common shares to the Simavita shareholders of record immediately following the proposed Simavita capital restructure. Simavita also proposes to carry out a concurrent brokered equity financing to raise gross proceeds of up to AUD$15 million (subject to a minimum amount of AUD$10 million being raised). Under the terms of the Merger Agreement, the issuance of Gtech shares to the Simavita shareholders is to be made on the basis of one Gtech share per AUD$0.41 raised by Simavita under this capital raising. The following table sets out the numbers of common shares that Gtech will issue to the incoming shareholders where the Merger conditions are satisfied, assuming the maximum and minimum amounts of new capital are raised: Gross amount raised Number of Gtech Percentage interests held in resulting company in equity financing shares to be issued Current Gtech Current Simavita New AUD$0.41 shareholders shareholders shareholders AUD$15 million (max.) 36,585, % 36.64% 60.51% AUD$10 million (min.) 24,390, % 45.90% 50.53% The net proceeds received from the brokered equity financing will be used to fund the expansion of the Simavita business into the North American market, as well as providing general working capital.

3 - 3 - Further Information Regarding the Proposed Transaction (cont.) Immediately prior to the acquisition, Simavita will have total secured debt of AUD$2 million (the Simavita Debt ) which, subject to the successful completion of the transaction, is convertible at any time prior to 20 December 2014 at the election of the holder of the Simavita Debt into common shares of Gtech at a 10% discount to the 30-day volume weighted average price of Gtech shares. Completion of the Merger is subject to customary closing conditions for a transaction of this nature, including satisfaction (or waiver) of the Merger conditions (as summarised in the attached Appendix A), receipt of a favorable fairness opinion, receipt of required shareholder and regulatory approvals and Simavita raising the minimum amount of AUD$10 million under its proposed brokered equity financing. Negotiations with a Canadian-based broker to assist with elements of this transaction relating to the financing, possible sponsorship and due diligence are currently underway. Details of any agreement reached with this or any other broker will be released as soon as possible. Documentation convening a meeting of the Company s shareholders to consider the Merger with Simavita, in addition to other related resolutions, is currently being completed. Once complete, the documents will be mailed to shareholders as soon as possible. In accordance with the rules of the TSX Venture Exchange, Gtech s common shares will be subject to a trading halt pending satisfaction of the conditions for resumption of trading, as set out in the Exchange s policy governing Reverse Takeovers. Major Benefits from the Proposed Simavita Merger The Directors of Gtech believe that the acquisition of Simavita will provide the Company and its shareholders with an exciting opportunity to benefit as the Simavita business expands into the North American market and, as such, they will be recommending that all shareholders vote in favor of the transaction. The Directors of both companies believe that the proposed Merger has significant expected benefits for the shareholders of both Gtech and Simavita. Significantly, the Merger delivers immediate and compelling benefits to all shareholders including: support for the proposed capital raising by Simavita; listing of the combined Gtech / Simavita for its shares on the TSX Venture Exchange; potentially greater liquidity for the Gtech shares held by the current Gtech shareholders and the Gtech shares to be held by the Simavita shareholders after the transaction is completed than that experienced by those shareholders prior to the transaction; the acquisition by Gtech of an established business with valuable intellectual property and commercial opportunities (Simavita) that will provide significant potential for growth for Gtech for the benefit of all future Gtech shareholders; potential capital gains tax rollover relief for the current Simavita shareholders eligible for such relief; and there will be no brokerage costs associated with the current Simavita shareholders accepting the Merger or in them receiving Gtech shares as the Merger consideration. Effectively, where the Merger is successfully implemented, it will constitute a reverse takeover of Gtech on the TSX Venture Exchange, where the Simavita shareholders (including those new Simavita shareholders who participated in the concurrent equity financing) will collectively own between approximately 96.43% and 97.15% of the then expanded share capital of Gtech.

4 - 4 - Unanimous Support of the Simavita Board The proposed Merger has the unanimous support of the Simavita Board and the Simavita Board recommends that the Simavita shareholders approve the Merger (subject to standard provisions in the Merger Agreement permitting the Simavita Board to terminate in the event of a superior proposal). As such, all of the Simavita Directors have indicated that they intend to vote in favour of the Merger with respect to their own shareholdings (subject to the aforementioned superior proposal provisions). Implementation of the Merger The proposed Merger will be implemented by way of a scheme of arrangement regulated by the Australian Corporations Act. Please refer to the attached Appendix A for the major conditions of the Merger. Next Steps For the time being, Shareholders do not need to take any action in relation to the Merger. Gtech is to convene a meeting of its shareholders to approve Gtech proceeding and Simavita is to convene a meeting of its shareholders under a regulated scheme of arrangement to consider approval of the Merger. Further Details For further details please contact: For Gtech: Mr. Thomas Howitt - President Telephone: tom.howitt@gtglabs.com For Simavita: Ms. Philippa Lewis - CEO Telephone: plewis@simavita.com GTECH INTERNATIONAL RESOURCES LIMITED Per: Thomas G. Howitt President, CFO and Secretary Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Gtech should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

5 - 5 - APPENDIX A Major conditions of the proposed scheme of arrangement by Simavita Holdings Limited ACN ( Simavita ) with Gtech International Resources Limited ( Gtech and the Company ) for Gtech to acquire all of the issued shares in Simavita. 1. Each of Gtech and Simavita being reasonably satisfied with its due diligence of the other; 2. Simavita having raised additional funds of at least AUD$10 million; 3. The provision of independent expert fairness reports and as to the existence and status of the Simavita intellectual property; 4. Gtech shareholders approving the Merger and the resulting purchase by Gtech of Simavita shares under the proposed Merger; 5. Simavita shareholders approving the Merger pursuant to a scheme of arrangement in compliance with the Australian Corporations Act; 6. That no prescribed occurrence (including as detailed in section 652C of the Australian Corporations Act) occurs in respect of either Gtech or Simavita without the prior written consent of the other; 7. No specified event occurs after the announcement of the Merger that will, or is reasonably likely to, have a material adverse effect on the assets and liabilities, financial position and performance, profits and losses, revenue or prospects of Simavita and its subsidiaries, including as a result of the Merger or the acquisition of Simavita shares by Gtech pursuant to the Merger; 8. None of the following events occurs during the period from the announcement of the Merger until implementation: (i) (ii) Simavita or any subsidiary of Simavita acquires, offers to acquire or agrees to acquire one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets) for an amount in aggregate greater than AUD$100,000 or makes an announcement in relation to such an acquisition, offer or agreement; Simavita or any subsidiary of Simavita disposes of, offers to dispose of or agrees to dispose of one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets) for an amount, or in respect of which the book value (as recorded in Simavita s unaudited balance sheet as at 30 June 2013) is, in aggregate, greater than AUD$100,000 or makes an announcement in relation to such a disposition, offer or agreement; or (iii) Simavita or any subsidiary of Simavita enters into, or offers to enter into or agrees to enter into, any agreement, joint venture, partnership, management agreement or commitment which would require expenditure, or the foregoing of revenue, by Simavita and/or its subsidiaries of an amount which is, in aggregate, more than AUD$100,000, other than in the ordinary course of business, or makes an announcement in relation to such an entry, offer or agreement;

6 Until implementation of the Merger, no person exercises or purports to exercise, or states an intention to exercise, any rights under any provision of any agreement or other instrument to which Simavita or any subsidiary of Simavita is a party, or by or to which Simavita or any subsidiary of Simavita or any of its assets may be bound or be subject, which results, or could result (to an extent which is material in the context of Simavita or Simavita and its subsidiaries taken as a whole) in: (i) (ii) any monies borrowed by Simavita or any subsidiary of Simavita being or becoming repayable or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or other instrument; any such agreement or other instrument being terminated or modified or any action being taken or arising thereunder; or (iii) the interest of Simavita or any subsidiary of Simavita in any firm, joint venture, trust, corporation or other entity (or any arrangements relating to such interest) being terminated or modified, in each case as a result of the acquisition of Simavita Shares by Gtech; 10. That completion of the Merger (with the resulting change in control of Simavita) does not trigger or enable any third party (whether on completion of the Merger or in the future) to terminate any existing contract or other arrangement with Simavita which may have a Material Adverse Effect (as defined in the Merger Agreement) on the ongoing operations of Simavita post the completion of the Merger; 11. That holders of existing options or any other rights or securities convertible into Simavita shares, will either (a) exercise their conversion rights prior to the record date for the Merger, and/or (b) otherwise those holders come to arrangements satisfactory to Gtech to extinguish those convertible securities.

7 - 7 - Forward-Looking Information This document may contain forward-looking information within the meaning of Canadian securities laws ( forwardlooking information ). This forward-looking information is given as of the date of this document. Forward-looking information relates to future events or future performance and reflects Gtech and Simavita managements expectations or beliefs regarding future events and includes, but is not limited to, information with respect to the timing and implementation of the proposed transaction, the integration of Gtech and Simavita following the transaction, the implementation of the resulting company s business plans and strategy, availability of cash flow to fund capital requirements, availability of financing, and success of market penetration and growth of market share. Assumptions upon which such forward-looking information is based include that Gtech and Simavita will be able to satisfy the conditions in the Merger Agreement, that the required approvals will be obtained from the shareholders of each of Gtech and Simavita, that all third party, regulatory and governmental approvals to the transaction will be obtained, tax treatment of the transaction and that all other conditions to completion of the transaction will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Gtech or Simavita and there is no assurance they will prove to be correct. In certain cases, forward-looking information can be identified by the use of words such as plans, expects or does not expect, is expected, budget, potential, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variations of such words and phrases or information that certain actions, events or results may, could, would, might or will be taken, occur or be achieved or the negative of these terms or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Gtech and Simavita to be materially different from any future results, performance or achievements expressed or implied by the forwardlooking information. Such factors include, among others, risks related to actual results of current business activities; changes in business plans and strategy as plans continue to be refined; other risks of the medical devices and technology industry; delays in obtaining governmental approvals or financing or in the completion of development activities; as well as those factors detailed from time to time in Gtech s and Simavita s interim and annual financial statements and management s discussion and analysis of those statements, all of which are, in the case of Gtech, currently filed and available for review on SEDAR at (Simavita financial information and statements will be included in Gtech s Management Information Circular for the transaction, and will be included in SEDAR continuous disclosure filings for the resulting company going forward following the Merger, assuming completion of the Merger). Although each of Gtech and Simavita have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Gtech and Simavita provide no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.