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CENTAURUS METALS LIMITED — Capital/Financing Update 2016
Dec 11, 2016
64715_rns_2016-12-11_0d9d3455-8b5a-489f-9936-4171271c22f2.pdf
Capital/Financing Update
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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT & MEDIA RELEASE
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12 December 2016
UNMARKETABLE PARCEL SHARE SALE FACILITY
Centaurus Metals Ltd (ASX: CTM) is pleased to announce that it has established a Share Sale Facility for holders of Unmarketable Parcels of shares in the Company ( Facility ).
The Company is providing the Facility to holders of Unmarketable Parcels to sell their shares without incurring any brokerage or handling costs that could otherwise make a sale of their shares uneconomic or difficult. The Company will organise remittance of sale proceeds for those shareholders who participate in the Facility.
The Company values its shareholders and by making this Facility available the Company expects to reduce the administrative costs associated with maintaining a number of small holdings.
The ASX Listing Rules defines an “Unmarketable Parcel” as those with a market value of less than A$500. As at market close on 5 December 2016 ( Record Date ) an unmarketable parcel of shares in the Company is any shareholding of 71,427 shares or less, based on the closing price of 0.7 cents per Centaurus share. This represents 37,775,072 ordinary shares in Centaurus, held by 3,127 shareholders (representing approximately 72% of the total number of shareholders presently holding shares in the Company).
Under the Facility, your Shares will be sold off-market by the Company (acting as your agent) to private investors. The Company has obtained indicative support from sophisticated investor clients of CPS Capital Ltd for this purpose. CPS Capital were the Lead Manager and Underwriter of the recently closed and heavily oversubscribed Rights Issue.
The final sale price will be the market price of Centaurus Metals shares on ASX at or around the Closing Date of the Share Sale Facility, being 23 January 2017. Therefore if on the Closing Date the value of your shares has increased such that you no longer have an Unmarketable Parcel (e.g. due to an increase in the Company’s share price or the number of shares you hold) your shares will NOT be sold.
A summary of the key dates in relation to the Facility is as follows:
| Event | Date |
|---|---|
| Unmarketable Parcels Record Date | 5 December 2016 |
| Unmarketable Parcels Announcement to ASX | 12 December 2016 |
| Letters sent to shareholders holdingUnmarketable Parcels | 12 December 2016 |
| ClosingDate for receipt of Share Retention Form | 23 January2017 |
Attached is a copy of the Letter sent to all shareholders holding an Unmarketable Parcel of the Company’s shares as at the Record Date.
For further enquiries, please contact:
Paul Bridson
CFO and Company Secretary Centaurus Metals Limited T: +61 8 9420 4000 E: [email protected]
Australian Office Brazilian Office ASX: CTM Centaurus Metals Limited Centaurus Brasil Mineração Ltda ACN 009 468 099 Level 3, 10 Outram St Avenida Barão Homem de Melo, 4391 [email protected] WEST PERTH WA 6005 Salas 606 e 607 - Estoril Telephone: +61 8 9420 4000 Belo Horizonte - MG - CEP: 30.494.275 BRAZIL
12 December 2016
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Dear Shareholder
SALE OF YOUR UNMARKETABLE PARCEL OF CENTAURUS METALS SHARES
I am writing to advise you that Centaurus Metals Limited ( Centaurus ) has established a Share Sale Facility ( Facility ) for eligible shareholders to sell their unmarketable parcel shareholding in Centaurus without incurring any brokerage or handling costs.
The Facility is available to shareholders who as at 5 December 2016 ( Record Date ) were holders of Shares in Centaurus valued at less than A$500 (being an Unmarketable Parcel ). Based on the closing price of 0.7 cents for a share on the Record Date, an Unmarketable Parcel is any holding of 71,427 shares or less ( Sale Shares ).
Our records show that you were an Unmarketable Parcel holder at the Record Date. Unless you advise the Company by 5.00pm (AWT) on 23 January 2017 ( Closing Date ) that you do NOT wish to sell your shares, Centaurus intends to sell your shares through the Facility in accordance with Clause 31 of the Company’s Constitution. However, if on the Closing Date the value of your shares has increased such that you no longer have an Unmarketable Parcel (e.g. due to an increase in the Company’s share price or the number of shares you hold) your shares will NOT be sold.
Key Dates
| Event | Date |
|---|---|
| Unmarketable Parcels Record Date | 5 December 2016 |
| Unmarketable Parcels Announcement to ASX | 12 December 2016 |
| Letters sent to shareholders holdingUnmarketable Parcels | 12 December 2016 |
| ClosingDate for receipt of Share Retention Form | 5.00pm(AWT)23 January2017 |
To retain your holding of Shares
If you wish to retain your Unmarketable Parcel of Centaurus Shares (i.e. you do NOT wish to sell your Shares through the Facility) you must complete and return the Share Retention Form so that it is received by 5.00pm (AWT) on the Closing Date which is 23 January 2017. This Share Retention Form is attached.
You may also ensure that your Unmarketable Parcel of Centaurus Metals Shares is not sold by increasing the total number of shares you hold at the Closing Date. If on the Closing Date the total number of shares you hold has increased such that you no longer have an Unmarketable Parcel (e.g. due to the purchase of additional shares) your shares will not be sold. For a purchase to be effective notification that you wish to retain your Shares, any additional Shares acquired must be registered by the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Share Retention Form.
| Australian Office | Brazilian Office | ASX: CTM |
|---|---|---|
| Centaurus Metals Limited | Centaurus Brasil Mineração Ltda | ACN 009 468 099 |
| Level 3, 10 Outram St | Avenida Barão Homem de Melo, 4391 | [email protected] |
| WEST PERTH WA 6005 | Salas 606 e 607 - Estoril | Telephone: +61 8 9420 4000 |
| Belo Horizonte - MG - CEP: 30.494.275 | ||
| BRAZIL |
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If you do not take any action before the Closing Date your Shares will be sold
Under the Facility, your Shares will be sold by the Company (acting as your agent) to private investors. The Company has obtained indicative support from sophisticated investor clients of CPS Capital Ltd for this purpose. CPS Capital were the Lead Manager and Underwriter of the recently closed and heavily oversubscribed Rights Issue.
The final sale price will be the market price of Centaurus Metals shares on ASX at or around the Closing Date of the Share Sale Facility, being 23 January 2017. Therefore if on the Closing Date the value of your shares has increased such that you no longer have an Unmarketable Parcel (e.g. due to an increase in the Company’s share price or the number of shares you hold) your shares will NOT be sold.
Under the Facility, the Company:
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i) is authorised to sell all of your Sale Shares without any transaction costs being incurred by you; and
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ii) will pay you the sales proceeds by cheque following settlement of the sale of all Sale Shares through the Facility.
If you need help deciding what to do or if you require information regarding the financial, legal or tax consequences of participating in the Facility, you should consult your legal, financial or taxation or professional adviser.
The attached information sheet sets out further details of the Facility, which you should read before making any decision. You can also contact the Company if you have any queries about lodging your Share Retention Form or the operation of the Facility.
Yours faithfully, CENTAURUS METALS LIMITED
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PAUL BRIDSON Company Secretary
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INFORMATION SHEET UNMARKETABLE PARCEL SHARE SALE FACILITY
1. What is an Unmarketable Parcel?
An Unmarketable Parcel is a holding of Centaurus Metals Shares valued at less than A$500. Based on the closing price of Centaurus Shares at the Record Date, this is a holding of 71,427 ordinary shares or less.
2. What was the closing price of a Share at the Record Date?
The closing price of a Centaurus Share at the Record Date was 0.7 cents per Share.
3. What do I have to do to sell my Shares through the Facility?
Nothing. Your Shares will automatically be sold unless you return a Share Retention Form.
4. How will my Shares be sold under the Facility?
Under the Facility, your Shares will be sold by the Company (acting as your agent) to private investors. The Company has obtained indicative support from sophisticated investor clients of CPS Capital Ltd for this purpose. CPS Capital were the Lead Manager and Underwriter of the recently closed and heavily oversubscribed Rights Issue.
5. What price will I receive for Shares sold through the Facility?
The shares will be sold at the market price of Centaurus Metals shares on ASX at or around the Closing Date of 23 January 2017. Therefore if on the Closing Date the value of your shares has increased such that you no longer have an Unmarketable Parcel (e.g. due to an increase in the Company’s share price or the number of shares you hold) your shares will NOT be sold. You will not have control over the time at which your shares are sold, the price you receive may be different from the price appearing in the media or quoted by ASX on any day and may not be the best price on the day that your shares are sold.
6. When will the proceeds for the sale of Shares be sent to me?
Payment will be sent to you following settlement of the sale of all Sale Shares through the Facility or otherwise as soon as it is practicable. Payment will be made in Australian dollars by cheque. You will be notified by way of a transaction confirmation statement of the number of your Shares that have been sold and total sale proceeds payable to you. The transaction confirmation statement and cheque will be sent by post to your address as shown in the share register.
7. What if my details require updating?
Should you wish to update your address in the share register, you can amend these details online through Advanced Share Registry’s Investor Centre site www.advancedshare.com.au/investors. You will be required to enter your SRN or HIN and postcode as shown on your enclosed Share Retention Form. Please ensure your updated details are provided by the Closing Date which is 23 January 2017.
8. What do I have to do if I wish to retain my Centaurus Metals Shares?
If you wish to retain your Centaurus Metals Shares, you must sign and return the Share Retention Form so that it is received before the Closing Date 5.00pm (AWT) on 23 January 2017. If your Share Retention Form is not received by the Closing Date and you have not otherwise validly notified the Company that you wish to retain your Shares by the Closing Date, the Company will be entitled to sell your Shares for you.
Alternatively, you may also ensure that your Unmarketable Parcel of Centaurus Metals Shares is not sold by increasing the total number of shares you hold at the Closing Date. If on the Closing Date the total number of shares you hold has increased such that you no longer have an Unmarketable Parcel (e.g. due to the purchase of additional shares) your shares will not be sold. For a purchase to be effective notification that you wish to retain your Shares, any additional Shares acquired must be registered by the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Share Retention Form.
Further, your Shares will not be sold if, on the Closing Date, their value has increased to A$500 or more.
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9. Where do I send my Share Retention Form?
Your Share Retention Form must be sent to:
Mail: Centaurus Metals Limited, C/: Advanced Share Registry Services, PO Box 1156, Nedlands WA 6909
Hand Delivery: Advanced Share Registry Services, 110 Stirling Highway, Nedlands WA 6009
Facsimile: +61 9262 3723
Email: [email protected]
10. If I buy more Shares, will I retain my holding?
Centaurus Metals will not sell your Shares providing you increase your holding to a marketable parcel as at the Closing Date. A marketable parcel of Shares is one worth at least A$500 based on the ASX closing price of Centaurus Metals Shares, i.e. at least 71,427 Shares where the closing price is 0.7 cents per share.
For a purchase to be an effective notification that you wish to retain your Shares, any additional Shares acquired must be registered by the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Share Retention Form.
11. What if my Shares are held in a CHESS Holding?
If you have an Unmarketable Parcel of Shares and your Shares remain in a CHESS Holding, the Company may move those Shares to an Issuer Sponsored Holding and the Shares will then be sold through the Facility on the terms described.
12. Where can I get further information?
If you have any questions concerning your shareholding or queries about how the Facility will work, please contact Centaurus Metals Limited on (08) 9420 4000 or Advanced Share Registry Services on (08) 9389 8033.
13. What if I do not know what to do?
This Information Sheet and accompanying letter do not constitute advice, nor a recommendation to buy, sell or hold Shares, nor that the Facility is the best way to sell your Shares. If you are in doubt about what to do, you should consult your legal, financial or taxation or other professional adviser.
14. Important notes
Centaurus Metals Limited reserves the right to change any of the dates referred to in the accompanying letter, in the information above or the Share Retention Form, by written notice to the ASX. Centaurus Metals Limited may, before a sale is affected under the Facility, suspend or terminate the Facility, either generally or in specific cases.
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Centaurus Metals Limited ACN 009 468 099
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All correspondence to : Advanced Share Registry
PO Box 1156, Nedlands, WA 6909 110 Stirling Hwy, Nedlands, WA 6009 P: +61 8 9389 8033 ︱ F: +61 8 9262 3723 E: [email protected] W: www.advancedshare.com.au
NAME AND ADDRESS
Sub-Register HIN / SRN Please Complete the form in Capital Letters. A B C 1 2 3 Where a choice is required, mark the box with an ‘X’ X
SHARE RETENTION FORM
IMPORTANT: If you wish to retain your ordinary shares ('Shares') in the Company, you must complete this form and return it so that it is received by no later than 5.00 pm (WST) on 23 January 2017. You should also refer to the detailed terms and conditions and other documents that accompanied this form. If you are in any doubt as to how to deal with this form, please consult a professional advisor.
Number of Shares as at Record Date
The number of Shares that you held at 5.00 pm (WST) on 5 December 2016
Retention of Shares
X I/we refer to the notice from the Company dated 12 December 2016 and record my/our wish to retain my/our Shares.
Contact details - Please provide your contact details in case we need to speak to you about this form. Name of contact person Contact person’s daytime telephone number
Email Communications Please assist us in our commitment to the environment by providing your email address and elect to receive communications electronically. By entering my email address and sending it back in I acknowledge and agree that I have read and understood Advanced Share Registry’s Terms and Conditions of use which I can obtain on the Advanced Share Registry website (www.advancedshare.com.au/investors), or alternatively by calling Advanced Share Registry.
Sign here - This section must be signed before we can process this form.
By signing and returning this form, I/we confirm that I/we understand that my/our Shares will not be sold under the Unmarketable Parcel Share Sale Facility. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Date Month Year / /
TO BE A VALID INSTRUCTION, THIS FORM MUST BE RECEIVED BY NO LATER THAN 5.00 PM (WST) ON 23 JANUARY 2017.
SHARE RETENTION FORM
Securityholders who wish to retain their shares must lodge a Share Retention form.
Number of Shares as at Record Date
This is the total number of Shares you held at 5.00 pm (WST) on 5 December 2016.
Retention of Shares
If you would like to retain your shares, please mark the box on the front of the form and return it in accordance with the lodgement instructions below.
If this form is not received by that time, and you have not otherwise validly notified the Company that you wish to retain your Shares by that time, the Company will be entitled to have your Shares sold for you.
If you wish to sell your Shares under the Share Sale Facility, you should not complete this form.
Contact details
Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.
Email Communications
Enter your email address. Your email address will be used to send you your shareholder communications electronically.
Signatures
You must sign and date the form as follows in the space provided:
Joint holding: where the holding is in more than one name all of the securityholders must sign.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.
Consolidation of shareholdings
If you have more than one holding on Centaurus Metals Limited’s register and you do not sell your Shares under the Unmarketable Parcel Share Sale Facility, you should consider consolidating them. For further advice in this regard, please contact ADVANCED SHARE REGISTRY.
Lodgement of Form
If you wish to retain your Shares, this Share Retention Form must be completed and received by ADVANCED SHARE REGISTRY Perth by no later than 5.00 pm (WST) on 23 January 2017.
It is your responsibility to allow sufficient time for this form to be received by ADVANCED SHARE REGISTRY.
Your Share Retention Form must be sent to the Company’s share registry by:
Mail:
Centaurus Metals Limited, C/: Advanced Share Registry Services, PO Box 1156, Nedlands WA 6909
Hand Delivery: Advanced Share Registry Services, 110 Stirling Highway, Nedlands WA 6009 Facsimile: +61 9262 3723 Email: [email protected]
Neither ADVANCED SHARE REGISTRY nor the Company accepts any responsibility if you lodge the Share Retention Form at any other address or by any other means.
Privacy Statement
Personal information is collected on this form by ADVANCED SHARE REGISTRY, as registrar for the Company, for the purpose of effecting your instructions in relation to the Share Sale Facility, maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to the Company and its professional advisers, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by ADVANCED SHARE REGISTRY, or you would like to correct information that is inaccurate, incorrect or out of date, please contact ADVANCED SHARE REGISTRY. In accordance with the Corporations Act 2001(Cth), you may be sent material (including marketing material) approved by the Company in addition to general corporate communications. You may elect not to receive marketing material by contacting ADVANCED SHARE REGISTRY.
This form may not be used to notify a change of address. For information please contact ADVANCED SHARE REGISTRY on (618) 9389 8033 or visit the share registry website at www.advancedshare.com.au.