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COMET RIDGE LIMITED — Capital/Financing Update 2012
Aug 14, 2012
64686_rns_2012-08-14_4a2c3e58-12a6-4108-b6b8-798beb02161a.pdf
Capital/Financing Update
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Comet Ridge Limited Level 1 283 Elizabeth Street Brisbane Qld 4000 Phone: +61 7 3221 3661 Fax: +61 7 3221 3668 [email protected]
15 August 2012
Company Announcements Officer Australian Securities and Exchange Limited Exchange Centre Level 4, 20 Bridge Street Sydney, NSW 2000
Dear Sir/Madam,
RE: NOTICE TO INELIGIBLE HOLDERS OF COMET SHARES
On 7 August 2012, Comet Ridge Limited (Comet) announced an accelerated nonrenounceable pro rata entitlement offer of one (1) new fully paid ordinary share in Comet (New Shares) for every four (4) Comet shares held at 7:00pm (AEST) on 10 August 2012 by shareholders with a registered address in Australia and New Zealand and any other jurisdiction Comet decided to make offers (Entitlement Offer) .
The Board of Comet has determined, in accordance with ASX Listing Rules 7.7.1, that it is unreasonable to make the offer to any holder of Comet shares with a registered address outside Australia, New Zealand, or the United Kingdom having regard to:-
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The number of holders in the place where the offer would be make;
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The number in value of securities the holders would be offered; and
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The cost of complying with the legal requirements, the requirements of a regulatory authority in that place.
Accordingly, any holder of Comet shares on the record date as at 7:00pm (AEST) 10 August 2012 with a registered address outside Australia, New Zealand or the United Kingdom is an ineligible holder under the entitlement offer (Ineligible Holder).
In accordance with ASX Listing Rule paragraph 7.7.1 (b), Comet will dispatch a letter in the form attached to each ineligible holder of Comet shares.
Yours faithfully Comet Ridge Limited
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Stephen Rodgers Company Secretary
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Comet Ridge Limited Level 1 283 Elizabeth Street Brisbane Qld 4000 Phone: +61 7 3221 3661 Fax: +61 7 3221 3668 [email protected]
15 August 2012
Dear Shareholder
COMET RIDGE LIMITED ENTITLEMENT OFFER – NOTICE TO INELIGIBLE SHAREHOLDERS
On 7 August 2012, Comet Ridge Limited ( Comet Ridge or the Company ) announced that it is conducting a capital raising via a 1 for 4 accelerated non-renounceable entitlement offer of fully paid ordinary shares in Comet Ridge ( New Shares ) to raise up to approximately A$7.7 million ( Entitlement Offer ).
On 9 August 2012, Comet Ridge announced that in response to strong demand from institutional shareholders, Comet Ridge had also raised $2.5 million via a placement to institutional and sophisticated investors ( Placement ). Comet Ridge also announced that Wilson HTM Corporate Finance Ltd ( Wilson HTM ) has partially underwritten the retail component of the Entitlement Offer.
The proceeds from the Placement and Entitlement Offer will be used to fund the Company’s exploration and appraisal activities for 2012/13 and provide for additional working capital.
The Entitlement Offer has two components:
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an initial offer to eligible institutional and sophisticated shareholders identified by Comet Ridge and Wilson HTM ( Institutional Entitlement Offer ); and
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an offer to remaining eligible shareholders ( Retail Entitlement Offer ).
The Institutional Entitlement Offer and the Placement have already taken place and will raise approximately $6.3 million upon settlement on 16 August 2012. The Retail Entitlement Offer is expected to raise up to approximately $3.9 million, of which the first $1.8 million of subscriptions has been underwritten by Wilson HTM.
Terms of the Retail Entitlement Offer
Under the Retail Entitlement Offer, Eligible Retail Shareholders (defined below) will be invited to subscribe for 1 New Share for every 4 existing Comet Ridge ordinary shares ( COI Shares ) held at 7:00 pm (AEST) on 10 August 2012 ( Record Date ), at an issue price of $0.10 per New Share ( Entitlement ).
The Retail Entitlement Offer is being made at the same offer price and offer ratio as the Institutional Entitlement Offer and the same offer price as the Placement.
Letter to Shareholder
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Documents relating to the Retail Entitlement Offer were lodged with ASX on 15 August 2012 and are being mailed to Eligible Retail Shareholders. Shareholder approval is not required for the Company to make the offer under the Retail Entitlement Offer.
This letter is intended to inform you about the Entitlement Offer and to explain why you will not be able to subscribe for New Shares under the Retail Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares.
Eligibility of shareholders to participate in the Retail Entitlement Offer
The Entitlement Offer is being made by Comet Ridge without a disclosure document or product disclosure statement in accordance with section 708AA of the Corporations Act 2001 (Cth) (the Corporations Act ) as modified by the Australian Securities and Investments Commission Class Order CO 08/35.
You are not required to do anything in response to this letter.
The Retail Entitlement Offer is only available to Eligible Retail Shareholders. An Eligible Retail Shareholder means a holder of COI Shares at 7:00pm (AEST) on the Record Date who:
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(a) has a registered address in Australia or New Zealand, or is a Shareholder that the Company has otherwise determined is eligible to participate;
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(b) is not in the United States and is not a nominee, custodian or other person acting for the account or benefit of a person in the United States;
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(c) was not invited to participate in the Institutional Entitlement Offer and was not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer; and
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(d) is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus to be lodged or registered.
The restrictions upon eligibility are due to legal limitations in some countries, the relatively small number of shareholders outside of Australia and New Zealand, the small number of shares these shareholders hold and the potential cost of complying with regulatory requirements in those countries. Comet Ridge has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules and section 9A(3) of the Corporations Act, that it would be unreasonable to make offers to shareholders in all countries in connection with the Retail Entitlement Offer. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3)(b) of the Corporations Act, this letter is to inform you that Comet Ridge has determined that it is unfortunately unable to extend the Retail Entitlement Offer to you on the basis that you are not an Eligible Retail Shareholder and you are therefore ineligible to apply for New Shares under the Retail Entitlement Offer.
New Shares equivalent to the number of New Shares you would have been entitled to if you were an Eligible Retail Shareholder will be allocated to Eligible Retail Shareholders who subscribe for New Shares in excess of their entitlement under the Retail Entitlement
Letter to Shareholder
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Offer or in accordance with the underwriting agreement. As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for these entitlements in respect of any New Shares that would have been offered to you if you were eligible.
Further information
If you have any queries, please contact me on (07) 3221 3661 (within Australia) or +61 7 3221 3661 (outside Australia) between 9:00 am and 5:00 pm (Brisbane time) Monday to Friday during the Retail Entitlement Offer period or, alternatively, consult your stockbroker, solicitor, accountant or other professional financial adviser.
On behalf of the directors, I thank you for your continued support of Comet Ridge.
Yours sincerely
Stephen Rodgers Company Secretary
Comet Ridge Limited
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia or New Zealand. In particular, the New Shares have not been, and will not 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 in the Retail Entitlement Offer may only be taken up by, and the New Shares in the Retail Entitlement Offer may only be offered or sold to, directly or indirectly, certain persons outside the United States in “offshore transactions” (as defined in Rule 902(h) of Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act.