Friday 22 May, 2015
ASX Announcement:
Registered Office:
255 Hay St, Subiaco, 6008, WA
+61407737973 Managing Director
+61411558940 Company Secretary
Liberty Resources - Cirrus Networks (CNW) - Liberty Shareholders
Vote overwhelmingly for backdoor listing to re-emerge as leading IT company in WA
Liberty Resources Ltd ("Liberty" the "Company") (ASX Code: LBY) is pleased to announce that Shareholders have today voted overwhelmingly for a change in the business' main operations, its Board and the Company's name.
Meeting in Perth, Liberty shareholders fully endorsed an option to purchase 100% of the issued capital of renowned Western Australian Information Technology ("IT") provider, Cirrus Networks Pty Ltd, a transaction first mooted in October last year.
The decision will see approximately 286.9 million post consolidation Liberty ordinary shares, comprising 52.6% of Liberty's issued capital after a proposed minimum capital raising of $3 million, issued to the vendors of Cirrus.
Shareholders also voted to change the Company's name to Cirrus Networks Holdings Limited.
This reflects the new business going forward, which will see all remaining exploration assets disposed of and the sole operations being the existing Cirrus operations as a Western Australian based IT solutions integrator assisting corporations and governments reduce costs and improve IT services.
Cirrus currently has contracts in place with some of Australia's premier companies including Argyle Diamonds, Western Australia Police, Roy Hill Iron Ore, LandCorp, Independence Group NL, Tronox Ltd, Emeco Holdings Ltd and Keystart Home Loans.
Cirrus has already identified additional growth opportunities across Australia and was last year named in Deloitte Australia's Technology Fast 50 Awards as the second fastest growing "Rising Star" technology company in Australia.
Outgoing Liberty Managing Director, Mr Andrew Haythorpe, said the transaction provided a new value-adding opportunity for the Company's shareholders in a different sector and away from the junior exploration segment which was stagnating under sustained disinterest from equity markets.
"Action had to be taken, particularly after the failure by the then Queensland Government to finalise its policy on underground coal gasification, nullifying Liberty's proposed coal to urea project in that State," Mr Haythorpe said.
There is no cash consideration involved in the shareholder approved transaction and the issue of further shares to the vendors of Cirrus as part of the purchase consideration is linked to financial milestones such as achieving annualised revenue of $12 million, and the achievement of EBIT hurdles substantially in excess of the audited Cirrus business.
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Registered Office:
255 Hay St, Subiaco, 6008, WA
+61407737973 Managing Director
+61411558940 Company Secretary
The shareholder vote today also backed the appointment of four new Directors, Cirrus founder, Mr Frank Richmond as Managing Director, Mr Andrew Milner as Non-Executive Chairman and Mr Matthew Sullivan and Mr Dan Rohr as Non-Executive Directors.
Current Liberty Board members, Mr Haythorpe and Mr Charles Thomas, will step down from the
Board. Mr Patrick Glovac will remain as a Non-Executive Director.
In the lead-up to today's vote, Liberty has already launched a capital raising offering 100 million ordinary shares at $0.03 cents a share to raise $3 million, with an allowance for oversubscriptions of a further 66.6 million shares to raise up to a further $2 million.
This offer is scheduled to close on June 5 with the new shares to commence trading on or about 7
July (dependent on the length of time for the re-listing process).
However, Mr Haythorpe commented "The demand from the prospectus issue is overwhelming, and on current indications the offer is already 100% oversubscribed. It may well be in the interest of shareholders to close the offer much sooner than the 5 June target date." Mr Haythorpe added "We will provide clarification on the position next week once the paperwork has been finalised. The contrast between support for exploration and support for a high growth IT business could not be more extreme."
It is proposed that funds from the capital raising will be used as working capital for Cirrus to underpin the Company's growth over the next 1-2 years, marketing, business development and contract services and enhanced business processes.
Yours faithfully
Mr Andrew Haythorpe Liberty Managing Director T: + 61 407737973
MEDIA CONTACT:
Mr Frank Richmond Cirrus Networks Pty Ltd [email protected]
About Cirrus
Cirrus is a Western Australian based Information Technology ("IT") solutions integrator which assists both corporation and governments reduce costs and improve IT services. Cirrus has identified revenue and profit growth opportunities across Australia with current and potential clients who strive to reduce operation costs and increase profits or services through better use of technology. Cirrus provides and implements state-of-the-art hardware and software systems for its clients.
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