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AERIS RESOURCES LIMITED — Capital/Financing Update 2012
Sep 10, 2012
64347_rns_2012-09-10_f19d353f-0969-4cf9-b4bb-f1ee6fc7b6c1.pdf
Capital/Financing Update
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ASX / MEDIA RELEASE
11 SEPTEMBER 2012
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Straits
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
STRAITS RESOURCES LIMITED (ASX: SRQ)
ENTITLEMENT ACCEPTANCE FORM – APPENDIX E
Straits Resources Limited refers to the offer document released to ASX on 7 September 2012 in relation to its fully underwritten pro rata renounceable entitlement offer to raise approximately $60 million.
Attached is a copy of the Entitlement Acceptance Form (Appendix E) referred to in the offer document. Persons who accept a transfer of rights and wish to take up those rights before the offer closes on 4 October 2012 should complete and return a copy of this form with their payment as described in section 4.6 of the offer document.
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Milan Jerkovic Chief Executive
For further information, visit the Straits website at www.straits.com.au or contact:
Mr Milan Jerkovic Chief Executive Officer Phone: 61 8 9480-0500
Mr Dave Greenwood Corporate Affairs Phone: 61 8 9480-0500
Mr Hugh Thomas
Managing Director Investment Banking Investec Bank (Australia) Limited Phone: 61 2 9293 2000
This release does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer or sale would be illegal. This release may not be distributed or released in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of the securities referred to in this release in any jurisdiction outside Australia. In particular, neither the entitlements nor the new shares to be offered and sold in the Entitlement Offer have been, and none of them will be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or exercised by, and the new shares may not be offered or sold, directly or indirectly, to, any person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.
STRAITS RESOURCES LIMITED ABN 30 147 131 977 Level 1 35 Ventnor Avenue West Perth WA 6005 Australia | PO Box 1641 West Perth WA 6872 T: +61 8 9480 0500 F: +61 8 9480 0520 E: [email protected] www.straits.com.au
Please return completed form to: Computershare Investor Services Pty Limited GPO Box 2115 Melbourne VIC 3001 Australia
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Offer Information Line Enquiries (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
ENTITLEMENT ACCEPTANCE FORM (APPENDIX E)
(To accept Rights recorded on the CHESS Subregister or the Issuer Sponsored Register)
Closing Date
5:00pm (Melbourne time) 4 October 2012
To:
Straits Resources Limited
- I / We hereby give notice of the acceptance of * my / our right to issue of
Ordinary Shares
, payable at $A 0.085 per Share
(Description of the Security to which the right relates)
Registration Details of Security Holder (name, address and telephone number):
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Complete Part 1 if the securities are held on the CHESS Subregister, otherwise Part 2 should be completed
PART 1 - Identification of Rights Held on the Nil Paid Rights Subregister
Number of Rights HIN Accepted Amount Payable ($A)
PART 2 - Identification of Rights Transferred & Held on the Issuer Sponsored Nil Paid Rights Subregister
If known, Securityholder Reference Number (SRN)
CHESS Transaction Ids of Issuer Number of Rights Accepted Amount Payable ($A) Sponsored Transfers / Conversions A Cheque is attached for application money of $A (number of Rights accepted x $0.085 per Share)
A Cheque is attached for application money of $A
Important Notes:
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Return of this form with your remittance by the Closing Date will Lodging Participant’s Stamp (if applicable) constitute acceptance of the New Shares in accordance with the terms of the Offer Document
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Do not alter the Registration Details. Any changes must be advised in writing directly to your sponsoring participant (if a CHESS holder) or the Share Registrar (if an Issuer Sponsored Holder)
RIGHTS EXERCISE RESTRICTIONS
Only the following persons ( Eligible Persons ) are entitled to exercise any Rights:
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Eligible Shareholders as defined in the offer document released to the Australian Securities Exchange on 7 September 2012 ( Offer Document );
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persons with a registered address in Australia or New Zealand;
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persons who are institutional or professional investors in Germany, Hong Kong, Singapore or the United Kingdom and who can make the foreign representations set out below,
provided that in each case, such persons are not in the United States and are not acting on behalf of a person in the United States.
Straits reserves the right to reject any Entitlement Acceptance Form that it believes was submitted by a person who is not an Eligible Person.
The Offer Document and this Entitlement Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Rights, the New Shares or the Entitlement Offer or to otherwise permit a public offering of the Rights or the New Shares in any jurisdiction outside Australia or New Zealand. In particular, the this Entitlement Acceptance Form does not constitute an offer to sell, or a solicitation to offer to buy, any securities in the United States. This Entitlement Acceptance Form may not be distributed or released in the United States. Neither the Rights nor the New Shares have been, and none of them will be, registered under the U.S. Securities Act of 1993 ( US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The Rights may only be taken up and exercised by, and the New Shares may only be offered and sold to, certain eligible investors in "offshore transactions" (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the U. S. Securities Act.
By submitting this Entitlement Acceptance Form to exercise Rights you will be deemed to have represented, warranted, acknowledged and agreed for the benefit of Straits and each of its related bodies corporate and affiliates that you are entitled to exercise the Rights and subscribe for New Shares in accordance with all applicable laws and the foreign representations referred to in this Entitlement Acceptance Form and that:
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you make and agree to be subject to all the representations, declarations, warranties and agreements in the Offer Document (including section 4.9);
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the New Shares will be issued under the terms of the Offer Document and holders of New Shares are bound by the terms of the Constitution as amended from time to time;
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you understand and acknowledge that neither the Rights nor the New Shares have been, and none of them will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable securities laws;
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you are not in the United States;
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you are subscribing or purchasing Rights or New Shares in an “offshore transaction” (as defined in Rule 902(h) under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act;
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you will not send an Offer Document, the Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States;
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if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in regular way transactions on the ASX or otherwise where neither you or the person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting for the account or benefit or a person in the United States; and
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if you are acting as a nominee for other persons you must not take up any Rights on behalf of, or send any documents relating to the Entitlement Offer to, any person in the United States, or any person that is acting on behalf of a person in the United States or any person in respect of whom it would be unlawful in the circumstances under applicable laws (including foreign laws) to acquire Rights or New Shares.
The Rights will trade generally on ASX during the Rights trading period. However, if you purchase Rights and you are not an Eligible Person (as defined above), you will not be entitled to exercise the Rights or subscribe for New Shares and will not obtain any value for the Rights.
Capitalised terms used in this form have the meanings given to them in the Offer Document.
FOREIGN REPRESENTATIONS
Germany: If you (or any person for whom you are acquiring the Rights or New Shares) are in Germany, you (and any such person) are a “qualified investor” within the meaning of the Prospectus Directive (Directive 2003/71/EC) as implemented in Germany.
Hong Kong: If you (or any person for whom you are acquiring the Rights or New Shares) are in Hong Kong, you (and any such person) are a “professional investor” as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong.
United Kingdom: If you (or any person for whom you are acquiring the Rights or New Shares) are in the United Kingdom, you (and any such person) are: (i) a “qualified investor” within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended.
Singapore: If you (or any person for whom you are acquiring the Rights or New Shares) are in Singapore, you and any such person): (i) are an “institutional investor” or a “relevant person” (as such terms are defined in the Securities and Futures Act of Singapore (“SFA”)); (ii) will acquire the Rights or New Shares in accordance with applicable provisions of the SFA; and (iii) acknowledge that the offer of the Rights or New Shares is subject to the restrictions (including selling restrictions) set out in the SFA.