WHY NOVUS CAPITAL?

Novus Capital Limited is an investment and financial services company specialising in Investment Banking, Corporate Advisory and Share Trading services for Australian corporate and private clients, and overseas corporate clients.

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The Calmer Co. International Limited

The Calmer Co. International Limited

The Calmer Co. International Limited

COMPANY OVERVIEW

The Calmer Co. International Limited (ASX: CCO), provides natural solutions to calm nerves, support mind and muscle relaxation and induce sleep. The prodcut range includes drinking powders, teas, shots, concentrates and capsules. Sold under CCO's house of brands: Fiji Kava, Taki Mai and Danodan Hempworks in markets including USA, Australia, China, New Zealand and Fiji. The Company is also the distributor of Leilo kava drinks in the Fiji Islands.

The Offer:

CCO is looking to raise up to $700,000 via Secured Convertible Note Issue in the following terms to s708 Sophisticated investors.

  • Note face value $1.00
  • Conversion Trigger: the occurs on a Maturity Date, the VWAP of the Company's Shares traded on ASX in the previous 15 trading days is $0.004 or higher.
  • in the period up to 31 July 2026, 10% per annum; and if the Note are not Converted on that date by satisfaction of a Conversion Trigger, 18% per annum from that date onwards.
  • Conversion Date: subject to satisfaction of the Conversion Trigger on either 31 July 2026 or 31 December 2026.
  • Maturity Date: 31 July 2026, unless the Conversion Tigger is not satisfied that date, in which case it is 31 December 2026.
  • Conversion at Price:$0.003
  • Security: 
    • The Notes are secured and will be evidenced by the issue of an issuer sponsored holding statement. A security trustee (Trustee) will be appointed to hold and manage security given to investors.
    • The security will consist of a General Security Deed (GSD) (similar to what used to be called a "fixed and floating charge") over all the assets of CCO, including its cash, inventory and shares in its subsidiaries. 
    • The GSD is executed with the Trustee, who holds the security under the GSD on behalf of all note holders, and registered on the PPSR.
    • In case of a breach, such as non-payment of interest, the majority of noteholders constituting no less than 80% of all notes on issue (Instructing Group), may instruct the Trustee to enforce the security. The Trustee ensures that no single note holder is preferred in repayment over another note holder. The Instructing Group may also elect not to take, or to delay, enforcement action, as it sees fit.
    • The costs of the Trustee are shared by Noteholders pro-rata.
    • The Trustee ensures that no single note holder is preferred in repayment over another note holder.

    Note: Should ASX form the view that owing to participation of Listing Rule 10.11 entities, Listing Rule 10.1 is enlivened for the security, the Company will seek the customary waiver as soon as practicable.

THIS OFFER IS FOR SOPHISTICATED AND PROFESSIONAL INVESTORS ONLY AS ASCRIBED UNDER SECTIONS 708(8), 708(10) AND 708(11) OF THE CORPORATIONS ACT 2001

For more information please contact: 

Naveed Hussain, Senior Corporate Advisor,  Novus Capital Limited 

Mobile +61 410 478 786 E: naveed.hussain@novuscapital.com.au

Click to download the Term Sheet