Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ALTECH BATTERIES LTD Capital/Financing Update 2017

May 7, 2017

64444_rns_2017-05-07_d2d32245-c7ad-4288-b105-61292863d325.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [596 x 134] intentionally omitted <==

8 May 2017

Dear Shareholder,

SHARE PURCHASE PLAN OFFER

Altech Chemicals Limited (ASX:ATC, FRA:A3Y) ACN 125 301 206 ( Altech or the Company ) recently announced a $2.0 million placement of shares to existing cornerstone shareholder MAA Group Berhad.

Altech would now like to offer to all existing eligible shareholders the opportunity to purchase additional shares in the Company at a 5% discount to the volume-weighted average price of Altech shares traded on the Australian Securities Exchange over the 5 days up to, and including, the day on which the SPP offer closes, rounded down to the nearest half-cent. Altech will announce the final issue price for the SPP shares after the offer closes.

The number of Shares issued to each shareholder will be determined by dividing the value of the shares applied for by the issue price. If this calculation produces a fractional number, the number of Shares issued will be rounded up to the nearest whole number. The maximum number of Shares that can be issued under the SPP in order to comply with ASX Listing Rules requirements is 79,856,493, which is 30% of the total number of the Company’s ordinary shares on issue at the date of this Offer.

As an existing shareholder, you are invited to participate in a non-renounceable Share Purchase Plan (SPP), whereby you can subscribe for up to $15,000 of new fully paid ordinary shares in the Company (Shares), without any brokerage or transactions costs. Funds raised from the SPP will be applied to the completion of the detailed design and engineering of the Company’s proposed Malaysian high purity alumina (HPA) plant and for general working capital purposes.

The Company last conducted an SPP in March 2016; at that time new Shares were offered at a price of 8.6 cents each. The performance of the Company’s share price as traded on the Australian Securities Exchange over the preceding two years is illustrated in the chart below:

Chart 1 – Altech Chemical Limited share price (ASX) April 2015 to April 2017

==> picture [70 x 80] intentionally omitted <==

==> picture [415 x 190] intentionally omitted <==

Source: Australian Securities Exchange

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

To be eligible to participate in the SPP, you were required to be registered as a holder of Shares, with a registered address in Australia and New Zealand as at 5pm Western Standard Time ( WST ) on Friday, 5 May 2017 ( Record Date ).

The offer of Shares under the SPP ( Offer ) opens on Tuesday, 9 May 2017 ( Opening Date ) and closes at 5.00pm WST on Wednesday, 31 May 2017 ( Closing Date ). No late applications will be accepted, however the directors of the Company ( Directors ) reserve the right to extend the Closing Date.

The purchase price for each Share under the Offer will be at a 5% discount to the volume-weighted average price of Altech shares traded on the Australian Securities Exchange over the 5 days up to, and including, the day on which the SPP offer closes, rounded down to the nearest half-cent.

If you are eligible to subscribe for Shares under the Offer and you wish to participate, you may subscribe for Shares as follows:

Subscription Amount($A)
Offer A $15,000
(maximum)
Offer B $10,000
Offer C $5,000
Offer D $2,500
Offer E $1,000
(minimum)

You may only subscribe for Shares in the tranches stated above. The Company reserves the right to allot fewer Shares than an eligible shareholder applies for under the Offer, or no Shares and any determination by the Directors in respect of any scaling back will be final. If a scale back occurs, the Company will refund any excess application money to eligible shareholders (without interest).

In the event the Company wishes to allot fewer Shares than an eligible shareholder applies for, the allocation of Shares to applicant Shareholders will be at the absolute discretion of the Directors from time to time.

Please carefully read the terms and conditions relating to the Offer, as you will be bound by them.

If you have any questions in respect of the SPP, the Offer, or these terms and conditions please contact Shane Volk (Company Secretary) on (08) 6168 1555, or via e-mail at [email protected].

Yours sincerely,

==> picture [101 x 67] intentionally omitted <==

Iggy Tan Managing Director

==> picture [70 x 80] intentionally omitted <==

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

TERMS AND CONDITIONS

The following are the terms and conditions of the Offer under the SPP ( Terms and Conditions ). By accepting the offer to subscribe for Shares under the SPP, you will have agreed to be bound by these Terms and Conditions and the Company's constitution.

1. Class order 09/425 issued by the Australian Securities and Investments Commission

The Offer has been structured to comply with the Australian Securities and Investments Commission Class Order 09/425 (as may be amended from time to time) ( ASIC Class Order 09/425 ) to enable the Company to issue Shares without a prospectus.

2. Opening and closing date of the Offer

The Offer opens on Tuesday, 9 May 2017 ( Opening Date ).

The Offer closes at 5pm WST on Wednesday, 31 May 2017 ( Closing Date ).

No late applications will be accepted, however the Directors reserve the right to extend the Closing Date.

3. Who is eligible to participate in the offer?

You are eligible to apply for Shares in the Offer if:

  • your registered address, as recorded in the Company's register of members, is in Australia or New Zealand; and

  • you were registered as a holder of Shares as at 5pm WST on 5 May 2017.

The Offer to each eligible shareholder is made on the same terms and conditions.

The Offer is non-renounceable (i.e. you may not transfer your right to subscribe for Shares under the Offer to anyone else).

4. Is the Offer voluntary?

The Offer is entirely voluntary and is subject to these Terms and Conditions. You do not have to participate if you don't want to.

5. How was the issue price determined?

The issue price for each Share under the Offer will be set at 5% discount to the volume-weighted average price of Altech shares traded on the Australian Securities Exchange over the 5 days up to, and including, the day on which the SPP offer closes, rounded down to the nearest half-cent. Altech will announce the final issue price for the SPP shares after the offer closes.

6. Important Information on price risk to consider

Before deciding whether to accept the Offer, you should refer to the current market price of Shares, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or the ASX. Please note that the market price of Shares may rise or fall between the date of this Offer and the date when the Shares are issued to you under the SPP. This means that the price you pay per Share under this Offer may be greater than or less than the price of Shares at the time the Shares are issued to you pursuant to this Offer. In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your own circumstances.

==> picture [64 x 75] intentionally omitted <==

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

7. How much can you invest in the Offer?

Subject to paragraph 8, if you are an eligible shareholder under the SPP, you can subscribe for Shares as follows:

Subscription Amount($A)
Offer A $15,000
(maximum)
Offer B $10,000
Offer C $5,000
Offer D $2,500
Offer E $1,000
(minimum)

Please note that the maximum limit of $15,000 of Shares applies to you even if you receive more than one Offer from the Company. For example, if you are both a sole and a joint shareholder of the Company as at 5 May 2017 (Record Date), you can only apply for Shares under the Offer once, either in your capacity as sole shareholder or joint shareholder, not both.

No fractions of Shares will be issued.

8. Custodian Certification

If on 5 May 2017 you are a custodian within the definition of "custodian" in ASIC Class Order 09/425 ( Custodian ) and hold Shares on behalf of one or more persons (each a Participating Beneficiary ), you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company on application for Shares pursuant to the Offer certifying the following:

  • (a) either or both of the following:

  • (i) that the Custodian holds Shares on behalf of one or more other persons ( Participating Beneficiaries ) that are not Custodians; and

  • (ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

  • (iii) where paragraph 8(a)(i) applies—the Custodian; and

  • (iv) where paragraph 8(a)(ii) applies—the Downstream Custodian,

to apply for Shares on their behalf under the Plan;

  • (b) the number of Participating Beneficiaries;

  • (c) the name and address of each Participating Beneficiary;

  • (d) in respect of each Participating Beneficiary:

  • (i) where paragraph 8(a)(i) applies - the number of Shares that the Custodian holds on their behalf; and

  • (ii) where paragraph 8(a)(ii) applies – the number of Shares to which the beneficial interests relate;

  • (e) in respect of each Participating Beneficiary:

==> picture [70 x 80] intentionally omitted <==

  • (i) where paragraph 8(a)(i) applies – the number or the dollar amount of Shares they instructed the Custodian to apply for on their behalf; and

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

  • (ii) where paragraph 8(a)(ii) applies—the number or the dollar amount of Shares they instructed the Downstream Custodian to apply for on their behalf;

  • (f) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

  • (i) the Shares applied for by the Custodian on their behalf under the Plan with the instructions referred to in paragraph 8(e); and

  • (ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the SPP;

  • (g) that a copy of this Offer document was given to each Participating Beneficiary; and

  • (h) where clause paragraph 8(a)(ii) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a certificate under this paragraph 8, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

For the purpose of ASIC Class Order 09/425, you are a Custodian if you are a registered holder of Shares:

  • (a) that holds an Australian financial services licence that:

  • (i) covers the provision of a custodial or depositary service; or

  • (ii) includes a condition requiring the holder to comply with the requirements of ASIC Class Order [CO 02/294]; or

  • (b) that is exempt from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service under:

  • (i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (Cth) ( Regulations ); or

  • (ii) paragraph 7.6.01(1)(na) of the Regulations; or

  • (iii) ASIC Class Order [CO 05/1240] to the extent that it relates to ASIC Class Order [CO 03/184] ;or

  • (iv) ASIC Class Orders [CO 03/1099], [CO 03/1100], [CO 03/1101], [CO 03/1102], [CO 04/829] or [CO 04/1313]; or

  • (v) an individual instrument of relief granted by ASIC to a person in terms similar to one of the class orders referred to in subparagraph (iv); or

  • (vi) paragraph 911A(2)(h) of the Corporations Act 2001 (Cth); or

  • (c) that is a trustee of a:

  • (i) self-managed superannuation fund; or

  • (ii) superannuation master trust;

  • (d) that is the responsible entity of an IDPS-like scheme; or

  • (e) that is the registered holder of Shares and is noted on the register of members of the body or scheme (as the case may be) as holding the shares or interests on account of another person.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in paragraph 7 apply.

==> picture [64 x 75] intentionally omitted <==

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

9. Shareholder Certification

Subject to paragraph 8, an eligible shareholder must, on application for Shares pursuant to the Offer, certify to the Company that the total of the application price for the following does not exceed $15,000:

  • (a) the Shares the subject of the application under the SPP;

  • (b) any other Shares issued to the eligible shareholder under the SPP or any similar arrangement in the 12 months before the application under the SPP; and

  • (c) any other Shares which the eligible shareholder has instructed a Custodian to acquire on their behalf under the SPP; and

  • (d) any other Shares issued to a Custodian in the 12 months before the application under the SPP as a result of an instruction given by the eligible shareholder to the Custodian to apply for Shares on their behalf under an arrangement similar to the SPP.

10. Costs of Participation

The only cost to you associated with the Offer is the value amount of the Shares applied for. Under the Offer you do not have to pay for brokerage, commission or other transaction costs, which would normally apply when you acquire Shares on market.

11. Allotment of Shares and Variation on Number of Shares Issued

The Company expects the Shares to be allotted within five (5) business days after the Closing Date.

The Company's share registry, Security Transfer Registrars Pty Ltd, will send to you a Transaction Confirmation Statement in due course.

Without limiting the above, the Company reserves the right to allot a lesser value of Shares than an eligible shareholder applies for under the Offer, or no Shares, in the Company's discretion or if the Company believes the allotment of those Shares would contravene any law or the ASX Listing Rules. No interest will be paid on any money returned.

In the event the Company wishes to allot a lesser value of Shares than an eligible shareholder applies for or is not permitted to issue all the Shares offered as a result of any law or ASX Listing Rule, the allocation of Shares to applicant Shareholders will be at the absolute discretion of the Directors from time to time.

12. What Rights Will the Shares Carry?

Once the Shares are issued, they will rank equally with existing Shares in the Company and will carry the same voting rights, dividend rights, and entitlements to dividends, rights and bonus issues.

13. Can the Company Change the SPP?

The SPP may be changed, suspended or terminated by the Company at any time. If the Company changes, suspends or terminates the SPP it will advise ASX. The accidental omission to give notice of changes to or suspension or termination of the SPP or the non-receipt of any such notice will not invalidate the change, suspension or termination.

14. Directors' Participation

The Directors of the Company, as eligible shareholders, may participate in the Offer (without having to obtain shareholder approval), on the same terms as all other shareholders in the Company.

15. How Do You Pay for the Shares?

All amounts in this Offer are expressed in Australian dollars.

  • (a) You may pay for the Shares by cheque, bank draft or money order in Australian dollars. Please make your cheque, bank draft or money order payable to “ Altech Chemicals Limited” and ensure cheques are crossed " Not Negotiable ". Applicants must not forward cash. Receipts for Application Payments will not be issued.

==> picture [70 x 80] intentionally omitted <==

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

Please post to:

Altech Chemicals Limited Suite 8, 295 Rokeby Road Subiaco WA 6008

OR

(b) Make a payment using BPAY® in accordance with the instructions on the Application Form. If paying via BPAY®, eligible shareholders should be aware that their own financial institution may implement earlier cut off times with regards to electronic payments and it is the responsibility of the eligible shareholder to ensure that funds are submitted through BPAY® by the date and time mentioned above. If you elect to pay via BPAY®, you must follow the instructions for the BPAY® payment method as set out in the Application Form (which includes the Biller Code and your unique Customer Reference Number); you will not need to return the Application Form.

If paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on your Application Form. If you receive more than one personalised Application Form, you will need to complete individual BPAY® transactions using the Customer Reference Number specific to each individual personalised Application Form that you receive. The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

16. Please provide a cheque, bank draft or money order or make the BPAY payment for the exact amount.

If you do not provide the exact amount, the Company reserves the right to return your BPAY payment or your Application Form and cheque, bank draft or money order. If the Company returns your BPAY payment or Application Form and cheque, bank draft or money order, no Shares will be allotted to you.

You have a choice of 5 tranches of amounts of Shares of which you may subscribe for one.

These are detailed below:

Subscription Amount($A)
Offer A $15,000
(maximum)
Offer B $10,000
Offer C $5,000
Offer D $2,500
Offer E $1,000
(minimum)

17. Will the Shares be quoted on the ASX?

The Company will apply for the Shares allotted to you to be quoted on the ASX, within the relevant period specified in the ASX Listing Rules.

18. How is a Dispute Resolved?

The Company may settle any dispute in connection with the SPP in any manner it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision shall be final and binding.

The Company reserves the right to waive strict compliance with any provision of these Terms and Conditions.

==> picture [64 x 75] intentionally omitted <==

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com

HOW DO YOU APPLY FOR SHARES UNDER THE OFFER

  1. If you want to participate in this Offer please carefully read the Terms and Conditions relating to the Offer.

  2. If you are making a BPAY payment, you do not need to return the Application Form. Please ensure that the amount paid by BPAY is the exact subscription amount you wish to subscribe for.

  3. Complete all the required details in the enclosed Application Form, noting that all amounts are expressed in Australian dollars:

  4. (i) Check the box for the subscription amount for shares that you wish to apply for.

  5. (ii) Complete the cheque details section and ensure that the "Amount" section corresponds to the exact amount payable for the Shares you wish to subscribe for. Remember, the minimum is $1,000 worth of Shares and the maximum is $15,000 worth of Shares .

  6. (iii) Insert your telephone contact numbers so that we may contact you if necessary.

  7. (iv) You do not need to sign the Application Form.

If your payment is to be by cheque, bank draft or money order

  1. Ensure your cheque, bank draft or money order is made out for the exact amount of the Share parcel you want to subscribe for, payable to “ Altech Chemicals Limited ” and cheques crossed " Not Negotiable ". Return the completed Application Form, together with the cheque, bank draft or money order to Altech Chemicals Limited:

Altech Chemicals Limited

Suite 8, 295 Rokeby Road Subiaco WA 6008

If your payment is to be made using BPAY®

  1. Make a payment using BPAY® in accordance with the instructions on the enclosed Application Form. If paying via BPAY®, eligible shareholders should be aware that their own financial institution may implement earlier cut off times with regards to electronic payments and it is the responsibility of the eligible shareholder to ensure that funds are submitted through BPAY® by the date and time mentioned above. If you elect to pay via BPAY®, you must follow the instructions for the BPAY® payment method as set out in the Application Form (which includes the Biller Code and your unique Customer Reference Number); you will not need to return the Application Form.

If paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on your Application Form. If you receive more than one personalised Application Form, you will need to complete individual BPAY® transactions using the Customer Reference Number specific to each individual personalised Application Form that you receive. The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

  1. Ensure that your completed Application Form and payment reach Altech Chemicals Limited by the Closing Date of the Offer being no later than 5.00pm (WST) on Wednesday, 31 May 2017 . No late applications will be accepted, although the Directors reserve the right to extend the Closing Date.

In determining whether you wish to participate in this Offer you should seek personal financial and/or taxation advice referable to your own circumstances.

By accepting this Offer you agree to be bound by the Terms and Conditions of the Offer and the Constitution of the Company.

==> picture [70 x 80] intentionally omitted <==

Altech Chemicals Limited ASX:ATC FRA:A3Y ABN 45 125 301 206

Suite 8, 295 Rokeby Road, Subiaco, Western Australia 6008 Australia

Telephone: +61 8 6168 1555 Facsimile: +61 8 6168 1551 Website: www.altechchemicals.com