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.

DEVELOP GLOBAL LIMITED Capital/Financing Update 2016

Oct 6, 2016

64801_rns_2016-10-06_0044cec8-5fb0-4009-b039-4cb8c75a6d00.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

6 October 2016

ASX Release

==> picture [239 x 69] intentionally omitted <==

UNMARKETABLE PARCEL SALE FACILITY

Venturex Resources Limited (ACN 122 180 205) ( Company ) is pleased to announce an unmarketable parcel sale facility for holders of unmarketable parcels of the Company’s shares.

The ASX Listing Rules define an unmarketable parcel to include a parcel of shares with a market value of less than A$500. As at 5:00pm (WST) on 5 October 2016 ( Record Date ), an unmarketable parcel of shares is any shareholding of 45,454 ordinary shares or less, based on the closing price of $0.011 on the Record Date ( Closing Price ). This represents 8,139,211 ordinary shares, held by 461 shareholders ( Minority Members ).

The Company is offering this sale facility to assist holders of unmarketable parcels to sell shares without having to use a broker or pay brokerage. The Company will pay for all the costs of the sale for shareholders who use this facility, excluding tax consequences from the sale which remains the shareholder’s responsibility.

The Company values all of its shareholders, however, it incurs significant administrative costs maintaining such a large number of unmarketable parcels. By facilitating this sale, the Company expects to reduce the administrative costs associated with maintaining a large number of very small holdings. Shareholders who own 45,455 shares or more will not be eligible to participate.

If Minority Members wish to sell shares through this facility, they do not need to take any action. If Minority Members do not wish to sell shares through this facility, they must complete and return the notice of retention form to the Company’s share registry, Advanced Share Registry Services Ltd, by 5.00pm (WST) on 21 November 2016 ( Retention Date ).

Upon the sale of the unmarketable parcel shares by the appointed broker, Euroz Securities Ltd, proceeds shall be forwarded to eligible shareholders as soon as practicable.

Summary of key dates in relation to the Facility are as follows:

Event Date
Small shareholding Sale Facility announced 6 October 2016
Letters sent to shareholders holding
unmarketable parcels
7 October 2016
Closing Date for share retention form 21 November 2016

Attached is a copy of the letter and the notice of retention form that is currently being mailed to shareholders that are holding an unmarketable parcel of shares on the Record Date.

Yours sincerely

TREVOR HART Company Secretary

Enc

ABN 28 122 180 205 Tel: +61 8 6389 7400 Fax: +61 8 9463 7836

Registered & Principal Office Level 2, 91 Havelock Street, West Perth WA 6005 PO Box 585, West Perth WA 6872

www.venturexresources.com E: [email protected]

==> picture [239 x 80] intentionally omitted <==

7 October 2016

Dear Shareholder

IMPORTANT NOTICE – SALE OF YOUR UNMARKETABLE PARCEL OF VENTUREX RESOURCES LIMITED SHARES

We are writing to advise you that Venturex Resources Limited ( Venturex or the Company ) has established a share sale facility ( Facility ) for holders of parcels of Venturex shares with a market value of less than A$500 as at close of trade on 5 October 2016 ( Unmarketable Parcels ). The Facility is being established in accordance with the ASX Listing Rules and the Company’s Constitution.

The Company is offering the Facility to assist holders of Unmarketable Parcels to sell their shares. Holders of Unmarketable Parcels who take advantage of the Facility will have their shares sold without having to act through a broker or pay brokerage fees. Under the Facility the Company has appointed Perth stockbroker, Euroz Securities Ltd, to sell the unmarketable parcels on the ASX. The Company will also organise payment of the other costs associated with the sale and transfer (although any tax consequences from the sale of your shares will be your responsibility).

By facilitating the sale of unmarketable parcels the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.

Our records show that you held an Unmarketable Parcel of 45,454 shares or less based on the Venturex share price of A$0.011 as at close of trade on 5 October 2016 ( Record Date ). Unless you advise the Company that you do NOT wish to sell your shares through the Facility within six (6) weeks from the date of this letter, Venturex intends to sell your shares through the Facility. Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable.

Please also note that the Company will not sell your shares in the event that a third party announces a takeover offer for the Company. 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. This information will, if released, be available on the ASX website www.asx.com.au (ASX code “VXR”) and on the Company’s website www.venturexresources.com.

What should you do?

If you do NOT wish to sell your shares through the Facility, you must complete and return the attached form to the address on the form so that it is received by 5:00pm (WST) on 21 November 2016. Please read the instructions on your personalised Share Retention Form carefully before completing it.

Registered & Principal Office ABN 28 122 180 205 Level 2, 91 Havelock Street, West Perth WA 6005 Tel: +61 8 6389 7400 www.venturexresources.com PO Box 585, West Perth WA 6872 Fax: +61 8 9463 7836 E: [email protected]

If you want to sell your shares through the Facility, you do not need to take any action. By refraining from taking any action, after the expiration of the time prescribed in the ASX Listing Rules, you will be deemed to have irrevocably appointed the Company as your agent:

  • (a) to sell all of your shares at a price to be determined by when and how the shares are sold and without any cost being incurred by you; and

  • (b) to deal with the proceeds of the sale as set out in the attached information sheet.

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 adviser.

The attached information sheet sets out further details of the Facility, which you should read before making any decision.

If you have any queries about lodging your form or the practical operation of the Facility please contact the undersigned by telephone on +61 8 6389 7400, by facsimile to +61 8 9463 7836 or by email to [email protected].

Yours sincerely

TREVOR HART Company Secretary

Enc

2

S:\VXR\CS\Share Registry\2016_Small Shareholder Facility\161006_Th_Sale Of Holdings Letter Final.Docx

1. WHAT IS AN UNMARKETABLE PARCEL OF SHARES?

An unmarketable parcel of shares is a holding of Venturex shares valued at less than A$500 as at close of trade on the Record Date. Based on the price of Venturex shares at the Record Date, this is a holding of 45,454 shares or less.

2. WHAT PRICE WILL I RECEIVE FOR SHARES SOLD THROUGH THE FACILITY?

The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. The Company may sell your shares on market or in any other way they consider fair and reasonable in the circumstances. If the shares are sold on market the price will depend on a number of factors, including market conditions at the time of sale. 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 newspaper or quoted by ASX on any day, may not be the best price on the day that your shares are sold and may be an average price per share based on the price obtained for all the shares sold under the Facility. If the Company sells your shares other than on market, the price will be the price that the Company has been able to negotiate with the acquirer or acquirers. In any event, the sale price will not be less than that price 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.

3. WHAT IS THE PRICE OF VENTUREX RESOURCES LIMITED SHARES?

The last sale price of Venturex shares on 5 October 2016 was A$0.011. The share price changes frequently and more recent prices are available from the ASX website (www.asx.com.au) under the ASX code “VXR”.

4. WHEN WILL THE PROCEEDS FROM THE SALE OF SHARES BE SENT TO ME?

Payment will be sent to you following settlement of the sale or otherwise as soon as 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 sold, and the price and total sale proceeds. The cheque will be sent by post to your address as shown in the share register at the time the share sale payment is run.

5. IF I BUY MORE SHARES, WILL I RETAIN MY HOLDING?

Yes, the Company will treat any purchase of additional shares that increases the value of a Venturex shareholding to more than A$500 as an indication that you do not want your shares to be sold through the Facility. For a purchase to be an effective notification that you wish to retain your shares, any additional shares purchased must be registered by 5:00pm (WST) on 21 November 2016 under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.

6. WHAT IF MY SHARES ARE HELD IN A CHESS HOLDING?

If your Shares remain in a CHESS holding at 5:00pm (WST) on 21 November 2016, the Company may move those Shares to an issuer sponsored holding and the Shares will be sold through the Facility.

7. WHERE CAN I GET FURTHER INFORMATION?

If you have any questions concerning your shareholding or how the Facility will be administered, please contact the Company Secretary by telephone on +61 8 6389 7400, by facsimile to +61 8 9463 7836 or by email to [email protected].

8. IMPORTANT NOTES

The Company reserves the right to change any of the dates referred to in this letter by notice to the ASX.

The letter does not constitute advice nor a recommendation to buy, sell or hold shares nor that the Facility is the best way to sell Venturex shares.

If you are in any doubt about what to do, you should consult your legal, financial or taxation adviser.

NOTE:

If you currently have more than one holding on the Venturex share register, you may wish to consider amalgamating them. This may result in your amalgamated holding no longer being an Unmarketable Parcel. Under these circumstances your shares will not be sold as part of this Facility.

Venturex Resources Limited ABN 28 122 180 205

776767

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 21 November 2016. 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 October 2016

Retention of Shares

X I/we refer to the notice from the Company dated 7 October 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’s Terms and Conditions of use which I can obtain on the Advanced Share website (www.advancedshare.com.au/investors), or alternatively by calling the 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 21 NOVEMBER 2016.

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 October 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 Venturex Resources 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 21 November 2016.

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: Venturex Resources 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 your change of address. For information please contact ADVANCED SHARE REGISTRY on (618) 9389 8033 or visit the share registry at www.advancedshare.com.au.