Reset Mind Sciences Demerger and Prospectus Offers
Reset Offer Withdrawn
On 9 November 2023, Little Green Pharma Ltd (LGP) announced it was seeking LGP shareholder approval to demerge Reset Mind Sciences Limited (Reset or the Company) from the LGP Group.
The Company also proposed to undertake a capital raise to raise up to $2 million (before costs) by the issue of up to 10,000,000 ordinary shares in Reset (Reset Shares) at $0.20 per share (Offers).
Reset has now withdrawn the Offers as set out in the Supplementary Prospectus announced by LGP to the ASX on 19 February 2024.
The withdrawal follows the AIM stock exchange’s decision that as Psychedelic Assisted Psychotherapy (PAP) is not currently permitted in the United Kingdom, the prospective UK investors previously advised to the ASX are currently unable to invest.
In the meantime, Little Green Pharma will continue to progress the globally leading psychedelics business of Reset Mind Sciences Limited.
Demerger
On 9 November 2023, Little Green Pharma Ltd (LGP) announced it was seeking LGP shareholder approval to demerge Reset Mind Sciences Limited (Reset or the Company) from the LGP Group.
LGP has proposed to demerge Reset through a pro-rata in-specie distribution of its 10,000,000 shares in Reset to eligible LGP shareholders (In-Specie Distribution), on the basis of one share in Reset for approximately every 30 LGP shares held by eligible LGP shareholders as at 5:00pm (AWST) on 27 February 2024 (In-specie Record Date). The shareholders’ meeting to consider the demerger and associated In-Specie Distribution will be held on 4:00pm (AWST) on Wednesday, 21 February 2024, with the demerger being conditional upon successful completion of the capital raise discussed below. Further information in relation to the demerger can be found in the Letter to Shareholders and Notice of Meeting available above.
Offers
The Company also proposes to undertake a capital raise to raise up to $2 million (before costs) by the issue of up to 10,000,000 ordinary shares in Reset (Reset Shares) at $0.20 per share (Offers).
On 9 November 2023, Reset lodged a Prospectus with the Australian Securities and Investments Commission containing three offers (Offers), comprising:
a pro-rata priority offer to eligible LGP shareholders of up to 5,000,000 Reset Shares at a price of $0.20 per share, to raise up to $1,000,000 (before costs) (Priority Offer)
a chair’s list offer of up to 2,500,000 Reset Shares at a price of $0.20 per share, to raise up to $500,000 (before costs) (Chair’s List Offer)
a public offer of up to 2,500,000 Reset Shares at a price of $0.20 per share, to raise up to $500,000 (before costs) (Public Offer)
The Company has also reserved the right to accept oversubscriptions under the Public Offer of up to an additional $1,000,000 for a total potential raising amount of $3,000,000 (before costs)
The Offers are partially underwritten by LGP for up to $1 million. Further information in relation to the Offers are contained in the Prospectus available above.
Please note that the Closing Date of the Offers set out in the Prospectus has been extended to (5pm WST) on 20 February 2024.
The revised timetable is detailed in the ASX announcement by Little Green Pharma Ltd available by clicking here.
Priority Offer
The Priority Offer is only available to eligible LGP shareholders, being persons who held shares in LGP as at 5:00pm (WST) on 9 November 2023 (Priority Offer Record Date) and located in Australia, or subject to certain restrictions as outlined in the Prospectus, United Kingdom and Switzerland (eligible LGP shareholders). Further information in relation to who is an eligible LGP shareholder is outlined in the Prospectus including in sections 1.15 and 1.16. The Priority Offer is in addition to the 10,000,000 Reset Shares proposed to be issued on a pro rata basis to eligible LGP shareholders who hold shares in LGP as at the In-Specie Record Date: see the Prospectus for further details.
To apply for the Priority Offer, eligible LGP shareholders will need to complete and submit a Priority Offer Application Form. To generate a personalised Priority Offer Application Form, eligible LGP shareholders will need to go to the Automic online application portal https://apply.automic.com.au/ResetMindSciencesPriority and enter their unique Priority Offer access code (see below). This will generate an online Priority Offer Application Form for you to complete. Personalised payment instructions to pay for your Priority Application via BPAY or EFT will be provided on the online application portal. As part of your application, you will be asked to confirm (amongst other things) that you have read the Prospectus and agree to the terms and conditions of the Priority Offer.
Eligible LGP shareholders will be sent their unique Priority Offer access code by email or hardcopy letter, depending on their communications preferences, by the Company’s registry Automic.
However if you are an eligible LGP shareholder and have lost or not received your unique Priority Offer access code, then you can generate a replacement access code by following the instructions below:
Type Reset Mind Sciences in the company field
Enter your LGP HIN/SRN
Enter your Partial Holder Name
Enter your postcode or Country (if outside Australia)
Tick the “I’m not a robot” box and click “access”
Go to “Documents and Statements”
Go to “Other Documents”
Click on the blue arrow next to the Reset Mind Sciences Priority Offer Letter to download
Public Offer
Investors wishing to apply under the Public Offer may go to the Automic online portal https://apply.automic.com.au/ResetMindSciences and follow the instructions to submit an application. This will generate an online Application Form for you to complete. As part of your application, you will be asked to confirm (amongst other things) that you have read the Prospectus and agree to the terms and conditions of the Public Offer. Personalised payment instructions to pay for your Public Offer application via BPAY or EFT will be provided on the online application portal. Eligible LGP shareholders are also separately eligible to participate in the Public Offer for Reset Shares as more fully described in the Prospectus.
All Offers
All applicants should note that applications under the Offers are subject to a minimum application number of 10,000 Reset Shares ($2,000), with applications above this number required to be in increments of 2,500 Reset Shares. Please note all allocations will be in the Reset Directors’ sole discretion and there is no guarantee that all investors, including eligible LGP Shareholders, will have their applications accepted in full or at all.
IMPORTANT NOTICES
The dates specified in the letter above are indicative only and may vary subject to the Corporations Act, the ASX Listing Rules and other applicable laws.
The numbers specified in the letter above are subject to rounding.
As stated in the letter above a copy of the Prospectus can be downloaded from https://apply.automic.com.au/ResetMindSciencesPriority or by emailing the Company Secretary at cosec@resetmind.com.au. If you are accessing the electronic version of the Prospectus for the purpose of making an investment in Reset, you must be an Australian resident, or subject to the restrictions outlined in the Prospectus, an investor resident in the United Kingdom or Switzerland, and must only access the Prospectus from within Australia, the United Kingdom and Switzerland.
The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of the Prospectus, or it accompanies the complete and unaltered electronic version of the Prospectus. Anyone who wants to acquire shares in Reset will need to complete the application form that will be in or will accompany the Prospectus. A person should consider the Prospectus in deciding whether to acquire Reset Shares.
Reset reserves the right not to accept an application form a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
Other than as otherwise stated in the Prospectus, no document or information included on Reset’s website is incorporated by reference into the Prospectus.