12 April 2022
The Manager
Company Announcements Office ASX Ltd
20 Bridge Street SYDNEY NSW 2000
FSIGA - QUARTERLY REPORT TO TRUSTEE AND ASIC
Flagship Investments Limited ABN 99 080 135 913
Level 12
Corporate Centre One
2 Corporate Court BUNDALL QLD 4217
PO Box 7536
G C M C
BUNDALL QLD 9726
Telephone 1800 352 474
Facsimile 07 5574 1457
www.flagshipinvestments.com.au
Please find attached Quarterly Report to Trustee and ASIC in relation to the FSI Convertible Notes (ASX: FSIGA) of Flagship Investments Limited (ASX: FSI) for the quarter ended 31 March 2022.
We confirm the Conversion Price of the FSI Notes into Ordinary Shares remains unchanged at $2.70. Furthermore the LTV Ratio as at 31 March 2022 is 21.86%, as calculated per below:
LTV Ratio means, at any time, the loan-to-value ratio for the Issuer calculated as follows:
A = B/C where:
A = the LTV Ratio (expressed as a percentage);
B = the Total Debt less the Cash and Cash Equivalents; and
C = the Market Value of all Marketable Securities held by or on behalf of the Issuer.
As at 31 March 2022:
Total Debt: $20,000,000
Cash and Cash Equivalents: $2,659,913
Market Value of all Marketable Securities: $79,325,077 LTV Ratio = 21.86%
This report has been authorised for release by the Board.
Yours sincerely
Emmanuel Pohl Managing Director
Flagship Investments Limited
ISSUER QUARTERLY REPORT
PURSUANT TO SECTION 283BF(1) OF THE CORPORATIONS ACT 2001 (CTH)
Issuer: | |
ABN: | |
Note: | |
Trustee: | Equity Trustees Limited (ABN 46 004 031 298) |
Trust Deed: | FSI Convertible Note Trust (2021) |
Period of Report: | 31 March 2022 |
Date of Report: | 12 April 2022 |
Redeemable Unsecured Convertible Notes ("Notes")
Flagship Investments Limited
99 080 135 913
Item No [Ref] | Item | Confirmed? Y/N | Comments |
Corporations Act 2001 - Chapter 2L | |||
1. [S283BF(4)(a)] | The Issuer and any guarantor has complied at all times with the terms of the Notes, the Trust Deed and Chapter 2L of the Corporations Act 2001 during the Period. | ☒ Yes (Complied) ☐ No (Please provide details) | |
2. [S283BF(4)(b)] | No circumstances arose during the Period that has caused, or could cause, one or more of the following: (i) any amount deposited or left under the Notes to become immediately payable;
| ☒ No circumstances arose ☐ Circumstances arose (Please provide details) | |
3. [S283BF(4)(c)] | No circumstances arose during the Period that materially prejudice: (i) the Issuer, any of its subsidiaries, or any of the guarantors; or (ii) any security interest or charge included in or created by the Notes or the Trust Deed, | ☒ No circumstances arose ☐ Circumstances arose (Please provide details) | |
4. [S283BF(4)(d)] | There has been no substantial change in the nature of the business of the Issuer, any of its subsidiaries, or any of the guarantors that has occurred during the Period. | ☒ No substantial change ☐ Change(s) occurred (Please provide details) | |
5. [S283BF(4)(e)] | None of the following events happened during the Period:
(ii) a change of name of a guarantor | ☒ No event ☐ Event(s) occurred (Please provide details) |
6. [S283BF(4)(f)] | The net amount outstanding on any advances at the end of the Period if the Issuer has created a charge where: (i) the total amount to be advanced on the security of the security interest is indeterminate; and (ii) the advances are merged in a current amount with bankers, trade creditors or anyone else. | ☒ N/A ☐ If applies equals: $A: |
7. [S283BF(4)(g)] | The Issuer is not aware of any other matters that may materially prejudice any security interests or other interests of the Note holders. | ☒ Issuer is not aware ☐ Other matters (Please provide details) |
8. [283BF(5)] | If the Issuer has deposited any money with, or lent money to, a related body corporate during the quarter, the report must also include details of: (i) the totals of money deposited with, or lent to, a related body corporate during the quarter; and (ii) the total amount of money owing to the borrower at the end of the quarter in relation to those loans. | ☒ N/A ☐ If applies equals: $A: |
9. [283BF(6)] | If the Issuer has assumed a liability of a related body corporate during the quarter, the report must include details of the liability assumed during the quarter and the extent of the liability as at the end of the quarter. | ☒ N/A ☐ Yes. Details of Liability: |
10. [283BF(7)] | For the purposes of 283BF(5) and (6) above, the report: (i) must distinguish between deposits, loans and assumptions of liability that are secured and those that are unsecured; and (ii) may exclude any deposit, loan or assumption of liability on behalf of the related body corporate if it has: (I) guaranteed the repayment of the Notes of the borrower; and (II) secured the guarantee by a charge over all of its property in favour of the trustee. | ☒ N/A ☐ If applicable, please provide details. |
Corporations Act 2001 - Financial Reports and Audit | ||
11. | The Issuer has complied in all respects with its obligations under Chapter 2M (dealing with financial reports and audit) of the Corporations Act 2001. | ☒ Yes (Complied) ☐ No (Please provide details) |
Corporations Act 2001 - Disclosure | ||
12. | The Issuer has complied at all times with the requirements of Chapter 6CA (dealing with continuous disclosure) of the Corporations Act 2001 and no circumstances arose during the Period that required the Issuer to issue a supplementary prospectus, replacement prospectus or issue a continuous disclosure notice. If so, advise what steps have been taken. | ☒ Yes (Complied) ☐ No (Please provide details) |
Trust Deed | ||
13. | The Issuer has provided the Trustee with copies of all material notifications to ASIC or investors during the Quarter including regarding changes in its officers and charges. | ☒ Yes (Complied) ☐ No (Please provide details) |
Anti Money Laundering | ||
14. | The Issuer has complied in all respects with its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth). | ☐ Yes (Complied) ☒ N/A (Please provide details) |
On the basis of the above, the undersigned certify that they are of the view that the financial position and performance of the Issuer is such that the property of the Issuer (and of each guarantor, if relevant) will be sufficient to repay the amount of each Note when it becomes due and payable.
This report is made in accordance with a resolution of the Directors.
Signed by:
Emmanuel Pohl Managing Director
Flagship Investments Limited
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Flagship Investments Limited published this content on 12 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2022 01:20:07 UTC.