13/07/2018 - 14:28

Nicheliving makes more changes in listing quest

13/07/2018 - 14:28

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The long road to an ASX listing for Nicheliving Holdings continues, after the property developer released its fourth supplementary prospectus this week, including details of its new 'big 4' auditor and a new director, and foreshadowing the release of a third replacement prospectus that will not have financial forecasts.

Nicheliving makes more changes in listing quest
Paul Bitdorf (left) and Ronnie Michel-Elhaj each holds about a third of shares in Nicheliving.

The long road to an ASX listing for Nicheliving Holdings continues, with the property developer releasing its fourth supplementary prospectus this week, including details of its new 'big 4' auditor and a new director, and foreshadowing the release of a third replacement prospectus that will not have financial forecasts.

The latest supplementary prospectus updates investors on its initial public offering, including steps the company has been taking to address concerns raised by the ASX.

PwC has been appointed as the company’s auditor for the 2018 financial year, replacing incumbent HLB Mann Judd, while former EY director Jack James will become a non-executive director and company secretary.

Mr James established Palisade Business Consulting in 2011 and has served on the boards of companies including KordaMentha, Haranga Resources and Westar Industrial.

Nicheliving's quest to raise capital and list on the ASX began in October last year when the company issued irs first prospectus, seeking to raise $12 million.

While the original prospectus and subsequent iterations have contained detailed financial forecasts, the company said it planned to remove all financial forecasts in the next version.

“The third replacement prospectus will not contain any forecast financial information on the basis that a number of assumptions underlying the original forecast financial information for the year ending June 30 2018, which were considered reasonable at the time of preparing the original forecast financial information, are no longer considered by the directors to be reasonable,” the new document states.

Nicheliving said it had experienced delays on four of its projects, which had affected its original forecast assumptions.

Those included its Canning Vale development and Madeley project.

The company also said it could not guarantee it would be admitted to the ASX.

“If the shares are not admitted to official quotation by ASX before the expiration of three months after the date of issue of the fourth supplementary prospectus, or such period as varied by the Australian Securities and Investments Commission, the company will not issue any shares and will repay all application monies for the shares within the time prescribed under the Corporations Act, without interest,” Nicheliving said.

In the previous prospectus, Nicheliving said it had raised $6.6 million, but this figure appears to have dropped to $4.7 million, according to the supplementary prospectus.

The company is now seeking to raise $5.7 million at 50 cents per share, after initially targeting $12 million back in October last year.

The company has also appointed Steven Totaro as its chief financial officer.

Mr Totaro has been a director of Perth-based GT Accounting Professionals since 2016.

As part of the ASX conditions, the company was required to disclose the reasons why it had reached an agreement with Singaporean investor Jetwin Investments following a $21.4 million legal claim.

“The Supreme Court proceedings were issued against the Jetwin SPV Entities which are presently undertaking developments and with which the company has a number of contracts in relation to the developments,” the supplementary prospectus states.  

“If Jetwin were to continue with the Supreme Court proceedings, the company’s contracted revenue with each of the Jetwin SPV Entities would be at risk.”

Under a negotiated agreement, Jetwin will be issued 30 million shares at a deemed price of 33 cents per share - equating to $9.9 million.

That equates to a 20 per cent shareholding upon completion of Nicheliving’s scaled-down initial public offering.

In return, Jetwin has agreed to halt the legal claim.

Nicheliving currently has 95.2 million shares on issue, with directors Paul Bitdorf and Ronnie Michel-Elhaj each holding about one third.

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