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ALS LIMITED — Capital/Financing Update 2009
Oct 1, 2009
64365_rns_2009-10-01_44793f2c-09af-4376-9db6-0c0dcb1c0747.pdf
Capital/Financing Update
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1 October 2009
NOTICE TO INELIGIBLE SHAREHOLDERS
Dear Shareholder,
Campbell Brothers Limited – Rights Issue – Notice to Ineligible Shareholders
On 1 October 2009, Campbell Brothers Limited ( Campbell Brothers ) announced a renounceable rights issue ( Rights Issue ) of 1 fully paid ordinary share in Campbell Brothers ( New Share ) for each 6 Campbell Brothers shares held by shareholders at an issue price of A$22.00 per New Share. The Record Date for the Rights Issue is Monday, 12 October 2009 ( Record Date ).
The Rights Issue is to be implemented under section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ), as modified by ASIC Class Orders CO07/571 and CO08/35. The Rights Issue will raise approximately A$196.6 million and is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited.
Documents relating to the Rights Issue were lodged with the ASX today and are being mailed to Eligible Shareholders (as defined below in the section headed "Eligibility Criteria").
Details of the Rights Issue
The Rights Issue is being made to Eligible Shareholders (as defined below in the section headed "Eligibility Criteria"), on the basis of 1 New Share for each 6 Campbell Brothers shares held.
Eligibility Criteria
Campbell Brothers has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules and section 9A of the Corporations Act, that it would be unreasonable to make offers to shareholders in all countries in connection with the Rights Issue. Accordingly, in compliance with ASX Listing Rule 7.7.1(b), Campbell Brothers wishes to advise you that it will not be extending the Rights Issue to you and you will not be able to subscribe for New Shares under the Rights Issue.
Shareholders who are eligible to participate in the Rights Issue ( Eligible Shareholders ) are shareholders who:
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(a) acquired existing shares prior to the first date on which fully paid ordinary shares in Campbell Brothers traded without the entitlement to participate in the Rights Issue; and
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(b) continue to be a registered holders of the existing shares as at 6:00pm (AEST) on the Record Date; and
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(c) have a registered address in Australia or New Zealand; and
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(d) are not in the United States and are not “U.S. persons” (as defined by Regulation S made under the United States Securities Act of 1933, as amended) ( U.S. Persons ) and are not acting for the account or benefit of U.S. Persons; and
Level 2, 299 Coronation Drive PO Box 2191 Milton Queensland 4064 Australia Telephone +61 7 3367 7900 Facsimile + 61 7 3367 8156 www.campbell.com.au
CAMPBELL BROTHERS LIMITED ABN 92 009 657 489
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- (e) are eligible under all applicable securities laws to receive an offer under the Rights Issue.
Unfortunately, as you do not satisfy the eligibility criteria for an Eligible Shareholder stated above, you will not be able to subscribe for New Shares under the Rights Issue.
However, as the Rights Issue is renounceable, you may have the opportunity to receive some payment for your rights on the basis of your shareholding in Campbell Brothers on the Record Date if you would have been eligible to participate but for paragraphs (c), (d) or (e) in the definition of Eligible Shareholder above. Campbell Brothers has appointed Berne No. 132 Nominees Pty Limited as the nominee for such ineligible shareholders and will issue the nominee with rights to apply for New Shares which would otherwise have been available for subscription by these ineligible shareholders had they been eligible to participate in the Rights Issue. The nominee will only offer those rights for sale to investors meeting the criteria in sections 708(8) or 708(11) of the Corporations Act and your proportion of any proceeds of sale (net of expenses) will be distributed to you.
This notice is to inform you about the Rights Issue. This letter is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares. You are not required to do anything in response to this letter .
If you have any questions in relation to any of the above matters, please contact the Campbell Brothers Offer Information Line on 1300 495 460 (local call from within Australia) or +61 3 9415 4333 (outside Australia) from 7.30am to 4.30pm (AEST) Monday to Friday.
On behalf of the Board and management of Campbell Brothers, thank you for your continued support.
By order of the Board
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Greg Kilmister Managing Director and Chief Executive Officer
This notice does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. Person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (“Securities Act”) (“U.S. Person”)). Neither the rights nor the New Shares have been or will be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration or an exemption from registration under the Securities Act or pursuant to a transaction not subject to the registration requirements of the Securities Act.
The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax adviser, stockbroker or other professional adviser
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