AI assistant
ARDIDEN LTD — Share Issue/Capital Change 2020
Jan 19, 2020
64307_rns_2020-01-19_031f1d77-a369-4c85-a1af-1e917311d3af.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
==> picture [99 x 101] intentionally omitted <==
20 January 2020
UNMARKETABLE PARCEL SALE FACILITY
Ardiden Limited (ASX: ADV) (‘’Ardiden” or “the Company”) wishes to advise that it is establishing an opt-out share sale facility ( Facility ) for shareholders who hold less than $500 worth of fully paid ordinary ADV shares ( Unmarketable Parcel ).
As at market close on Wednesday 15 January 2020 ( Record Date ), the closing price of the Company’s shares on the ASX was $0.004 and on this basis an Unmarketable Parcel is 124,999 shares or less.
In accordance with the Company’s Constitution and ASX Listing Rules, the attached letter and Retention of Shares Form will be sent to all shareholders holding an Unmarketable Parcel of shares as at the Record Date.
Shareholders with an Unmarketable Parcel who wish to retain their shareholding need to give the Company written notice by returning the Share Retention Form by no later than 5.00pm (Sydney time) on Tuesday 3 March 2020 otherwise their shares will be sold by the Company.
Shareholders wishing to take advantage of the Facility and have their shares sold by the Company do not need to take any action.
The Company is providing the Facility to all holders of Unmarketable Parcels to sell their shares without incurring any costs that may otherwise make a sale of their shares uneconomic. In addition, the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholdings, including the costs printing and mailing documents to shareholders.
A summary of key dates in relation to the Facility are as follows:
| Unmarketable Parcel Record Date | 7.00pm (Sydney time), Wednesday 15 January 2020 |
|---|---|
| Despatch of Letter to holders of Unmarketable Parcels and Announcement to ASX |
Monday 20 January 2020 |
| Closing Date for receipt of Share Retention Form |
5.00pm (Sydney time) Tuesday 3 March 2020 |
Ardiden may modify these dates or suspend or terminate the Facility. Any modification, suspension or termination will be notified to shareholders by way of a market announcement.
Authorised for release by Rob Longley, CEO and Neil Hackett, Non-executive Chairman.
For further information:
| Investors: | Media and Investor Relations: |
|---|---|
| Rob Longley | Karen Oswald |
| Chief Executive Officer | NWR Communications |
| Tel: +61 8 9322 7600 | Tel +61 (0) 423 602 353 |
| [email protected] | [email protected] |
ASX Code: ADV Shares on Issue: 1,691M
ARDIDEN LIMITED Level 1, 34 Colin St West Perth WA 6005 Tel: +61 (0) 8 9322 7600
www.ardiden.com.au
20 January 2020
==> picture [100 x 101] intentionally omitted <==
ADV
MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001
Dear Ardiden Limited Shareholder,
IMPORTANT NOTICE – FACILITY TO SELL SHAREHOLDINGS OF LESS THAN MARKETABLE PARCEL
We write to advise you Ardiden Limited ( Company or ADV ) has established a share sale facility ( Facility ) to enable shareholders with holdings valued less than $500 as at 15 January 2020 ( Minority Members ) to sell their shares in the Company ( Shares ) without incurring any brokerage or handling costs that would otherwise make a sale of their Shares uneconomic and/or difficult.
The Facility is established in accordance with the ASX Listing Rules and the Company’s Constitution. By facilitating the sale of shareholdings valued less than $500, the Company expects to reduce administrative costs associated with maintaining a number of small shareholdings.
Minority Members holding shares valued at less than $500 as at close of trading on ASX on 15 January 2020 ( Record Date ) are invited to participate in the Facility.
As per our records, you hold shares with a value of less than $500, based on the closing Share price on the ASX of $0.004 on the Record Date.
In accordance with Clause 3.16 of the Company’s Constitution, the Company will not sell your Shares if a third party announces a takeover offer for the Company, except that the procedure may be started again following the close of offers made under the takeover.
Consistent with its continuous disclosure obligations, the Company may release to the ASX information that may be material to a shareholder’s decision as to whether they wish to retain their Shares. Such information will, if released, be available on the Company’s ASX announcement platform (ASX code ADV) and on the Company’s website www.ardiden.com.au.
WHAT ACTION SHOULD YOU TAKE?
(a) Retaining Shares
If you do NOT wish to sell your Shares through the Facility, you must complete and return the enclosed Retention of Shares Form to the address on the form so that it is received by 5.00 pm (WST) on Tuesday 3 March 2020 ( Closing Date ). Please read the instructions on your personalised Retention of Shares Form carefully before completing it.
5043-01/2267341_1
916CR_0_Sample_CA/000001/000001
20 January 2019
Page 2
(b) Selling Shares
If you do not sign and return the Retention of Shares Form (or increase your shareholding to a Marketable Parcel of more than $500) by 5.00 pm (WST) on the Closing Date, the Company will sell the number of Shares held by you, as set out in the enclosed Form. You will need to deliver to the Company any share certificates you hold for the Shares (alternatively, a statement or undertaking where a certificate has been lost ( Certificate Loss Statement )). The Company will pay you the sale proceeds within 14 days following receipt of the relevant share certificate or otherwise as soon as practicable.
The price that you receive for your Shares under the Facility will be determined by when and how the Shares are sold. Ardiden's Directors are authorised to sell all Shares held by you at a price not less than the “Authorised Price” under the Company’s Constitution, that is, the price per Share equal to the simple average of the last sale prices of the Shares quoted on ASX for each of the ten trading days immediately preceding the date of any offer received by the Company.
Once all amounts for sales made by the Company under the Facility have been received, and the Shares sold, the amount received will be aggregated and paid in proportionate amounts to Shareholders who participated in the Facility. All shareholders who sell their Shares through the Facility will receive the same price per Share.
Key Dates[1]
| Key Dates1 | |
|---|---|
| Record Date | 15 January 2020 |
| Documents mailed to all shareholders who held less than $500 worth of Shares on the Record Date |
20 January 2020 |
| Facility Opening Date (notice period commences) | 20 January 2020 |
| Facility Closing Date (last day for return of the Retention of Shares Form) |
3 March 2020 |
- These dates are indicative and may change, subject to applicable legal and regulatory requirements.
Important information
ADV reserves the right to vary, delay or terminate this Facility by notice to the ASX.
ADV is not bound to sell any or all of the Shares that may be available for it to sell under this Facility. In addition, the sale proceeds may differ from the market value of your Shares on the Record Date, depending on movements in the market price of the Shares and on the Company appointed broker’s ability to procure purchasers.
The Company has determined the shareholders who held less than marketable parcel as at the Record Date. The Company will not have any reference to any increase in the price of Shares after the Record Date in determining whose Shares may be sold pursuant to this Facility.
As you had less than marketable parcel as at the Record Date, then unless you take one of the steps outlined above, ADV will be entitled to sell your Shares under this Facility.
None of the Directors of ADV or any other person involved in the Facility shall be liable for failure to sell the Shares or at a particular price. The price of ADV Shares is subject to change and an up-to-date price can be obtained from the ASX website (www.asx.com.au) under the code “ADV”.
5043-01/2267341_1
20 January 2019
Page 3
If your shares are held in a CHESS holding, the Company may, after the Closing Date, initiate a holding adjustment to move your shares to the issuer sponsored sub-register for the purpose of this Facility.
Ardiden's Directors do not make any recommendation to you as to whether to participate in the Facility.
If you are in any doubt about whether to participate or if you require information regarding the financial, legal or tax consequences of participating in the Facility, please consult your legal, taxation or financial advisor.
If you have any questions concerning the Facility, as set out in this letter, you may contact the Company on +61 8 9322 7600.
Yours faithfully
Rob Longley Chief Executive Officer
5043-01/2267341_1
916CR_0_Sample_CA/000001/000002
==> picture [75 x 61] intentionally omitted <==
Ardiden Limited ABN 82 110 884 252
Return your Form to the Company’s share registry:
By Mail:
Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia
ADV
MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001
For all enquiries:
Phone:
==> picture [15 x 15] intentionally omitted <==
(within Australia) 08 9322 7600 (outside Australia) +61 8 9322 7600
Retention of Shares Form
If you wish to retain your shares, your form must be received by 5.00pm (WST) on Tuesday 3 March 2020
This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.
Step 1: Shareholding Details
Use this form if you wish to retain your shares in Ardiden Limited. If you have recently bought or sold shares your shareholding may differ from that shown. If you have already sold all your shares in Ardiden Limited, do not complete or return this form. If you have more than one shareholding on Ardiden Limited’s register and you do not wish to sell your shares under the Small Shareholding Sale Facility, you should consider consolidating them. For further advice on how to do this, contact Computershare Investor Services Pty Limited (CIS) on the number above.
Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.
If you have a CHESS sponsored shareholding, please contact your Controlling Participant to notify a change of address.
Step 2: Signing Instructions
Individual: Where the shareholding is in one name, the shareholder must sign.
Joint Shareholding: Where the shareholding is in more than one name, all of the shareholders must sign.
Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form. Companies: Where the shareholding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:
-
a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR
-
two Directors, OR
-
a Director and Secretary.
Overseas Companies: Where the shareholding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.
Deceased Estate: Where the shareholding is in the name of a deceased estate, all executors must sign; and a certified copy or original, of the required documentation must accompany this form. Details of the documentation required can be found by searching “deceased estates” on our website www.computershare.com or by calling CIS on 1300 850 505 or +61 3 9415 4000. If the shareholding is in more than one name the surviving shareholder may sign the form and return it together with a certified copy of the death certificate of the other joint shareholder.
Step 3: Contact Details
Entering contact details is not compulsory, but will assist us if we need to contact you.
Turn over to complete the form è
916CR_0_Sample_CA/000001/000003/i
==> picture [157 x 38] intentionally omitted <==
----- Start of picture text -----
I1111111111
----- End of picture text -----
Retention of Shares Form
Shareholding Details
MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001
Shares held as at 15 January 2020:
I 1111111111 I ND
For your security keep your SRN/ HIN confidential.
Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with ’X’) should advise their broker of any changes.
==> picture [117 x 24] intentionally omitted <==
----- Start of picture text -----
2000
----- End of picture text -----
Signature of Shareholder(s)
This section must be completed.
By signing and returning this form, in accordance with the requirements set out in 'Step 2: Signing Instructions' overleaf, I/we confirm that I/we understand that my/our SHARES WILL NOT BE SOLD under the Small Shareholding Sale Facility.
==> picture [478 x 64] intentionally omitted <==
----- Start of picture text -----
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary/ Director Director/Company Secretary
Sole Director (cross out titles as applicable) (cross out titles as applicable)
----- End of picture text -----
Contact Details
==> picture [506 x 62] intentionally omitted <==
----- Start of picture text -----
Contact
Contact Daytime
Name Telephone Date / /
Email
Address
----- End of picture text -----
Privacy Notice
The personal information you provide on this form is collected by CIS, as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http:// www.computershare.com/au.
2 6 0 3 8 5 A
A D V