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DEVELOP GLOBAL LIMITED — Share Issue/Capital Change 2008
Dec 15, 2008
64801_rns_2008-12-15_2224ba60-e6df-423f-8dd3-ea13572b20d9.pdf
Share Issue/Capital Change
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JUTT HOLDINGS LIMITED ABN 28 122 180 205
ENTITLEMENT ISSUE PROSPECTUS
For a pro rata non-renounceable entitlement issue of one (1) new Share for every one (1) Share held by Shareholders at an issue price of 1 cent per Share to raise approximately $690,370 (Offer).
The Offer is not underwritten.
Argonaut Securities Pty Limited has agreed to manage the Offer on a “reasonable endeavours” basis. Refer to Section 7.2 for more information.
IMPORTANT NOTICE
This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.
The Shares offered by this Prospectus should be considered as speculative.
TABLE OF CONTE NTS
| 1. | SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES .......................................... 1 |
|---|---|
| 2. | CORPORATE DIRECTORY .................................................................................................. 3 |
| 3. | DETAILS OF THE OFFER ....................................................................................................... 4 |
| 4. | PURPOSE AND EFFECT OF THE OFFER ............................................................................... 8 |
| 5. | RIGHTS AND LIABILITIES ATTACHING TO THE SHARES .................................................. 13 |
| 6. | RISK FACTORS .................................................................................................................. 15 |
| 7. | ADDITIONAL INFORMATION ........................................................................................... 18 |
| 8. | AUTHORITY OF DIRECTORS ............................................................................................. 25 |
| 9. | DEFINITIONS ..................................................................................................................... 26 |
1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES
TIMETABLE AND IMPORTANT DATES*
| Lodgement of Prospectus with ASIC | 16 December 2008 |
|---|---|
| Notice sent to Shareholders | 18 December 2008 |
| Ex Date | 19 December 2008 |
| Record Date for determining Shareholder entitlements | 29 December 2008 |
| Prospectus despatched to Shareholders | 31 December 2008 |
| Closing Date of Offer | 15 January 2009 |
| Shares quoted on a deferred settlement basis | 16 January 2009 |
| Notify ASX of under-subscriptions | 19 January 2009 |
| Despatch date/Shares entered into Shareholders’ security holdings | 23 January 2009 |
- These dates are determined based upon the current expectations of the Directors and may be changed with 6 Business Days prior notice.
IMPORTANT NOTES
Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.
This Prospectus is dated 16 December 2008 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.
The expiry date of the Prospectus is 15 January 2010 (Expiry Date). No Shares will be allotted or issued on the basis of this Prospectus after the Expiry Date.
Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.
This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.
The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.
No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.
In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain
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matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.
ELECTRONIC PROSPECTUS
Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.
The Corporations Act prohibits any person passing onto another person an Entitlement and Acceptance Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.
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2. CORPORATE DIRECTORY
Directors
Share Registry*
Dr Allan Trench ( Non Executive Chairman ) Dr Tim Sugden ( Managing Director ) Mr Michael Mulroney ( Non Executive Directo r)
Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009
Telephone: (08) 9389 8033
Company Secretary
Solicitors
Ms Liza Carpene
Registered Office
Level 1 35 Richardson Street West Perth WA 6005
Telephone: (08) 6424 9188 Facsimile: (08) 9463 7836
Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000
Auditor*
Webb Audit Pty Ltd 465 Auburn Road HAWTHORN EAST VIC 3123
Principal Place of Business
Manager of the Offer
Level 1 35 Richardson Street WEST PERTH WA 6005
General Enquiries:
Argonaut Securities Pty Limited Level 30, Allendale Square 77 St Georges Terrace PERTH WA 6000
Telephone: (08) 6424 9188 Facsimile: (08) 9463 7836
*These parties have been included for information purposes only. They have not been involved in the preparation of this Prospectus.
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3. DETAILS OF THE OFFER
3.1 Offer
By this Prospectus, the Company offers for subscription approximately 69,037,064 new Shares pursuant to a pro-rata non-renounceable entitlement issue to Shareholders of one (1) new Share for every one (1) Share held on the Record Date at an issue price of 1 cent per Share. Fractional entitlements will be rounded up to the nearest whole number.
Based on the capital structure of the Company (and assuming no existing Options are exercised prior to the Record Date), the maximum number of Shares to be issued pursuant to the Offer is approximately 69,037,064. The Offer will raise approximately $690,370. The purpose of the Offer and the use of funds raised are set out in Section 4 of this Prospectus.
Holders of existing Options will not be entitled to participate in the Offer. The Company currently has 62,021,484 Options on issue as at the date of this Prospectus, which Options may be exercised by the Option holder prior to the Record Date in order to participate in the Offer.
3.2 How to Accept the Offer
Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.
You may participate in the Offer as follows:
-
(a) if you wish to accept your Entitlement in full:
-
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
-
(ii) attach your cheque for the amount indicated on that relevant Entitlement and Acceptance Form; or
-
(b) if you only wish to accept part of your Entitlement:
-
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
-
(ii) attach your cheque for the appropriate application monies (at 1 cent per Share); or
-
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.
All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Jutt Holdings Limited – Trust Account” and crossed “Not Negotiable”.
Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5pm WDST on the Closing Date.
The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.
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3.3 Minimum Subscription
There is no minimum subscription.
3.4 Underwriting
The Offer is not underwritten. Argonaut Securities Pty Limited has agreed to manage the placement of any Shortfall under the Offer on a reasonable endeavours basis. For details of the management agreement, please refer to Section 7.2.
3.5 Shortfall Offer
If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall. Shareholders who wish to apply for Shares above their Entitlement can complete the Shortfall Application Form attached to the back of this Prospectus and return it, together with a cheque for the value of those Shortfall Shares (at 1 cent per Share) to the Company.
The offer of the Shortfall is a separate offer pursuant to this Prospectus. The issue price of any Shares offered pursuant to the Shortfall Offer shall be 1 cent, being the price at which the Offer has been offered to Shareholders pursuant to this Prospectus. The Shortfall shall be placed at the discretion of the Company in consultation with Argonaut Securities Pty Limited. The Company reserves the right to allot to an applicant a lesser number of Shortfall Shares than the number for which the applicant applies, or to reject an application, or to not proceed with placing the Shortfall.
3.6 Australian Securities Exchange Listing
Application for official quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as modified by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.
The fact that ASX may grant official quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.
3.7 Allotment of Shares
Shares issued pursuant to the Offer will be allotted as soon as practicable after the Closing Date. The Company will allot the Shares on the basis of a Shareholder’s Entitlement. Where the number of Shares issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.
Pending the allotment and issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.
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3.8 Overseas Shareholders
This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.
It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.
Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.
3.9 Taxation Implications
The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Shares offered pursuant to this Prospectus.
3.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship
The Company will not be issuing share certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.
Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.
Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.
3.11 Privacy Act
If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.
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The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.
You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.
Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.
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4. PURPOSE AND EFFECT OF THE OFFER
4.1 Purpose of the Offer
The purpose of the Offer is to raise approximately $690,370 (before expenses). The proceeds of the Offer are planned to be used in accordance with the table set out below:
| Proceeds of the Offer | $ |
|---|---|
| Continued exploration and resource development at Liberty-Indee Project |
200,000 |
| Evaluation of Business Development Opportunities |
150,000 |
| Working Capital | 320,484 |
| Expenses of the Offer1 | 19,886 |
| Total | 690,370 |
Notes:
- Refer to Section 7.6 of this Prospectus for further details relating to the estimated expenses of the Offer.
In the event that the amount raised under the Offer is less than $690,370, the Directors consider that they shall have sufficient funds to meet the expenses of the Offer and continue the Company as a going concern. The Company will scale back its intended use of the proceeds of the Offer in the following order:
-
(a) the amount allocated to the evaluation of business development opportunities by up to $150,000;
-
(b) the amount allocated to working capital by up to $320,484; and
-
(c) the amount allocated to the continued exploration at the Liberty-Indee Project by up to $200,000.
As announced to ASX on 14 November 2008, the Company has agreed with Liberty Mining Corporation Pty Ltd to revoke the exercise of the Company’s option to acquire an additional 20% interest in the Liberty-Indee Project. It is a term of that agreement that the Company raise $900,000 by 31 January 2009. To date, the Company has secured $500,000 through the Converting Loans. Where less than $400,000 is raised under the Offer, the Company will be required to raise funds from additional sources in order to meet its obligations under its agreement with Liberty Mining Corporation Pty Ltd to revoke the exercise of the Company’s option.
Where Shareholders do not approve the conversion of the Converting Loans into Shares at the General Meeting, the Company will be required to repay the loan funds within six (6) months from the date of execution of the Converting Loans.
4.2 Effect of the Offer on the Pro Forma Consolidated Balance Sheet
Assuming the Offer is fully subscribed, the principal effect of the Offer will be to:
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-
(a) increase the cash reserves by approximately $670,484 immediately after completion of the Offer after deducting the estimated expenses of the Offer; and
-
(b) increase the number of Shares on issue from 69,037,064 to approximately 138,074,128 Shares following completion of the Offer.
4.3 Consolidated Balance Sheet
The unaudited Balance Sheet as at 31 October 2008 and the unaudited Pro Forma Balance Sheet as at 31 October 2008 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. They have been prepared on the assumption that all Shares pursuant to the Offer in this Prospectus are issued.
The unaudited Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and proforma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.
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| Note Current assets Cash and cash equivalents 1 Trade and other receivables Prepayment and Deposits Total current assets Non-current assets Plant and equipment Exploration and evaluation costs Total non-current assets Total assets Current liabilities Trade and other payables Converting loan 2 Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital 3 Prior Year Accumulated Loss Current Year Accumulated Loss Total Equity |
Unaudited 31 October 2008 Unaudited 31 October 2008 Actual Pro-forma $ $ |
|---|---|
| 43,519 1,214,003 161,022 161,022 66,459 66,459 |
|
| 271,000 1,441,484 |
|
| 28,915 28,915 1,898,640 1,898,640 |
|
| 1,927,555 1,927,555 |
|
| 2,198,555 3,369,039 |
|
| 295,790 295,790 500,000 28,961 28,961 |
|
| 324,751 824,751 |
|
| 1,299 1,299 |
|
| 1,299 1,299 |
|
| 326,050 826,050 |
|
| 1,872,505 2,542,989 |
|
| 7,775,100 8,445,584 (4,726,575) (4,726,575) (1,176,020) (1,176,020) |
|
| 1,872,505 2,542,989 |
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| NOTES 1. Cash and cash equivalents Cash as at 31 October 2008 (unaudited) Add Gross proceeds of the converting loan Gross proceeds of this proposed issue Costs of the proposed issue Cash and cash equivalents - pro-forma 2. Converting loan Balance as at 31 October 2008 (unaudited) Add Gross proceeds of the converting loan* Converting loan - pro-forma 3. Issued capital Value of equities on Issue Balance as at 31 October 2008 Add Gross proceeds of the proposed issue Costs of the proposed issue Value of equity - pro-forma |
31 October 2008 Pro-forma $ |
|---|---|
| 43,519 500,000 690,370 (19,886) |
|
| 1,214,003 | |
| 31 October 2008 Pro-forma $ |
|
| - 500,000 |
|
| 500,000 | |
| 31 October 2008 Pro-forma $ |
|
| 7,775,100 690,370 (19,886) |
|
| 8,445,584 |
- On 11 December 2008, the Company lodged a Notice of Meeting to approve the issue of Shares under the Converting Loans. If Shareholders approve the issue of the Shares to the lenders under the Converting Loans, the Converting Loan liability will be extinguished and 50,000,000 Shares will be issued increasing the value of Issued Capital by $500,000.
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4.4 Effect on Capital Structure
A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below, assuming that the Offer is fully subscribed.
Shares
| Number | |
|---|---|
| Shares on issue at date of Prospectus | 69,037,064 |
| Shares offered pursuant to the Offer | 69,037,064 |
| Total Shares on issue after completion of the Offer* | 138,074,1281 |
- Assumes the Offer is fully subscribed
Notes:
- On 11 December 2008, the Company lodged a Notice of Meeting to approve the issue of Shares under the Converting Loans. If Shareholders approve the issue of the Shares to the lenders under the Converting Loans, an additional 50,000,000 Shares will be issued. The lenders will not be entitled to participate in the Offer.
Options
| ASX Ticker | Number | |
|---|---|---|
| Quoted exercisable at $0.20 on or before 31 July 2009 |
JUTO | 38,634,237 |
| Quoted exercisable at $0.10 on or before 15 June 2009 |
JUTOA | 18,280,099 |
| Unquoted exercisable at $0.20 on or before 22 April 2011 |
JUTAB | 1,457,148 |
| Unquoted exercisable at $0.20 on or before 30 November 2010 |
JUTAC | 650,000 |
| Unquoted exercisable at $0.25 on or before 30 June 2009 |
JUTAD | 1,500,000 |
| Unquoted exercisable at $0.15 on or before 28 May 2011 |
JUTAK | 1,500,000 |
| Total Options on issue after completion of the Offer |
62,021,484 |
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5. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES
5.1 Terms of Shares
The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.
Full details of the rights and liabilities attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.
5.2 General Meetings
Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.
Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.
5.3 Voting Rights
Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:
-
(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
-
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
-
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.
5.4 Dividend Rights
The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a share, all dividends will be declared and paid according to the proportion which the amount paid on the Share is to the total amount payable in respect of the Shares (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company.
The Directors may from time to time grant to Shareholders or any class of shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the
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Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any Shares of the Company, that holders of such Shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of Shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.
5.5 Winding-Up
If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.
5.6 Transfer of Shares
Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.
5.7 Future Increase in Capital
The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.
5.8 Variation of Rights
Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.
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6. RISK FACTORS
Applicants should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares. Potential Applicants should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares.
The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.
6.1 Operating Risks
The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors, including:
-
(a) adverse geological conditions;
-
(b) limitations on activities due to seasonal weather patterns and cyclone activity;
-
(c) unanticipated operational and technical difficulties encountered in geophysical surveys, drilling and production activities;
-
(d) mechanical failure of operating plant and equipment;
-
(e) industrial and environmental accidents, industrial disputes and other force majeure events;
-
(f) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;
-
(g) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and
-
(h) inability to obtain necessary consents or approvals.
6.2 Native Title and Title Risks
Both the Native Title Act 1993 (Cth), related State Native Title legislation and Aboriginal Land Rights and Aboriginal Heritage legislation may affect the Company’s ability to gain access to prospective exploration areas or obtain production titles.
Compensatory obligations may be necessary in settling Native Title claims if lodged over any tenements acquired by the Company. The existence of outstanding registered Native Title claims means that the grant of a tenement in respect of a particular tenement application may be significantly delayed or thwarted pending resolution of future act procedures in the Native Title Act. The level of impact of these matters will depend, in part, on the location and status of the tenements acquired by the Company. At this stage it is not possible to quantify the impact (if any) which these developments may have on the operations of the Company.
At the Liberty-Indee Project a stamped agreement dated 10 September 2007 entitled Ngarluma Native Title & Heritage Agreement has been signed by Jutt Holdings Limited; the tenement holders, Ourwest Corporation Pty Ltd; and the native title holders, the Ngarluma Aboriginal Corporation on behalf of the
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Ngarluma People, which agrees to exploration being carried out and a procedure to enter into future productive mining. A heritage survey has been carried out which cleared exploration to be carried out over the Evelyn Prospect and associated geophysical targets.
The Directors closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.
6.3 Environmental Risks and Regulations
The Company’s projects are subject to Commonwealth and State laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mining projects, these projects would be expected to have a variety of environmental impacts should development proceed.
The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws and industry standards. Areas disturbed by the Company’s activities will be rehabilitated as required by the conditions attaching to the Tenements.
6.4 Economic Risks
General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and future production activities, as well as on its ability to fund those activities.
6.5 Market Conditions
The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.
6.6 Security Investments
Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of the Company’s performance.
Exploration in itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforeseen events.
6.7 Legislative changes, Government policy and approvals
Changes in government regulations and policies may adversely affect the financial performance of the Company. For example, any increased rentals under the Mining Act may impact on the Company's actual financial statements. The Company's capacity to explore and mine, in particular the Company' ability to explore and mine any reserves, may be affected by changes in government policy, which are beyond the control of the Company.
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6.8 Future Capital Requirements
The Company’s ongoing activities will require substantial expenditures. There can be no guarantee that the funds raised through the Offer and Converting Loans will be sufficient to successfully achieve all the objectives of the Company’s overall business strategy. If the Company is unable to continue to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer and Converting Loans there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional fundraising on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to shareholders and any debt financing if available may involve restrictive covenants, which may limit the Company’s operations and business strategy.
The Company’s failure to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.
6.9 Reliance on Key Personnel and Employees
The Company’s prospects depend in part on the ability of its executive officers, senior management and key consultants to operate effectively, both independently and as a group. To manage its growth, the Company must attract and retain additional highly qualified management, technical, sales and marketing personnel and continue to implement and improve operational, financial and management information systems. Investors must be willing to rely to a significant extent on management’s discretion and judgement, as well as the expertise and competence of outside contractors.
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7. ADDITIONAL INFORMATION
7.1 Continuous Disclosure Obligations
The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.
This Prospectus is a “transaction specific prospectus”. In general terms “transaction specific prospectuses” are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.
This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.
Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.
Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.
The Company, as a disclosing entity under the Corporations Act states that:
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(a) it is subject to regular reporting and disclosure obligations;
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(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
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(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
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(i) the financial statements of the Company for the financial year ended 30 June 2008 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;
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(ii) any half year financial statements of the Company lodged with ASIC since the lodgement of the last financial statements for
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the year ended 30 June 2008 lodged with ASIC before the issue of this Prospectus; and
- (iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.
Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.
The Company has lodged the following announcements with ASX since the lodgement of the 2008 audited financial statements:
| Date | Description of Announcement |
|---|---|
| 12/12/2008 | Change of Registered Office Address and Company Secretary |
| 11/12/2008 | Notice of General Meeting/Proxy Form |
| 27/11/2008 | Converting Loan Agreements |
| 24/11/2008 | Change of Director’s Interest Notice |
| 14/11/2008 | Initial Director`s Interest Notice |
| 14/11/2008 | Restructuring and Capital Raising Plans |
| 14/11/2008 | Reinstatement to Official Quotation |
| 13/11/2008 | Final Director`s Interest Notice |
| 13/11/2008 | Appointment of Non-Exec Chairman/Resignation of Director |
| 03/11/2008 | Final Director`s Interest Notice |
| 03/11/2008 | Results of AGM |
| 03/11/2008 | Resignation of Director |
| 29/10/2008 | Quarterly Activities Report |
| 29/10/2008 | Quarterly Cashflow Report |
| 17/10/2008 | Liberty-Indee Diamond Drilling Results |
| 16/10/2008 | Cancellation of 1 for 3 Non-Renounceable Rights Issue |
| 16/10/2008 | Suspension from Official Quotation |
| 14/10/2008 | Trading Halt |
| 10/10/2008 | Annual Report to Shareholders |
| 07/10/2008 | Status of Underwriting Agreement |
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| 06/10/2008 | Change of Director`s Interest Notice App 3Y |
|---|---|
| 02/10/2008 | Entitlement and Acceptance Application Form |
| 02/10/2008 | Shareholder Letter accompanying Prospectus |
| 02/10/2008 | Notice of Annual General Meeting/Proxy Form |
| 30/09/2008 | Annual Report and Full Year Statutory Accounts |
ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.
The announcements are also available through the Company’s website www.juttholdings.com.
7.2 Material Contracts
On or about 12 November 2008 the Company entered into an agreement with Argonaut Securities Pty Limited (Argonaut), pursuant to which, among other things, Argonaut agreed to assist and work with the Company on a reasonable endeavours basis to place any Shortfall under the Offer in accordance with the ASX Listing Rules. Under the agreement with Argonaut, where there is a Shortfall and any of the Shortfall is placed with an Argonaut introduced investor, Argonaut will be paid a fee of 5% of any amount placed to an Argonaut introduced investor.
7.3 Directors’ interests
Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:
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(a) the formation or promotion of the Company;
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(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this Prospectus; or
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(c) the Offer pursuant to this Prospectus,
and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer pursuant to this Prospectus.
Directors’ interests in securities of the Company at the date of this Prospectus are:
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| Name | Shares | Options | Entitlement | Remuneration ($) |
|---|---|---|---|---|
| Allan Trench | Nil | Nil | Nil | 32,700 |
| Tim Sugden | Nil | Nil | Nil | 87,200 |
| Michael Mulroney | 1,900,410 | 1,029,350 | 1,900,410 | 27,250 |
Notes:
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Michael Mulroney has indicated that it is his present intention to subscribe for his full Entitlement under the Offer.
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Pursuant to the Notice of Meeting lodged with ASX on 11 December 2008, the Company is seeking the approval of Shareholders to issue the following Shares and Options to the Directors:
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(a) 20,000,000 Shares to Dr Tim Sugden to be issued upon the conversion of the Converting Loan of $200,000 provided by Dr Sugden to the Company;
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(b) 10,000,000 Options to Dr Tim Sugden, such Options to be issued for nil consideration and be exercisable at $0.10 on or before the date that is three (3) years from the date of issue;
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(c) 3,000,000 Options to Mr Michael Mulroney, such Options to be issued for nil consideration and be exercisable at $0.10 on or before the date that is three (3) years from the date of issue; and
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(d) 3,000,000 Options to Dr Allan Trench, such Options to be issued for nil consideration and be exercisable at $0.10 on or before the date that is three (3) years from the date of issue.
None of the Shares or Options outlined above will be issued unless Shareholders approve the respective resolutions at the General Meeting to be held on 12 January 2009.
The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares. The Company was incorporated on 13 October 2006. The Company paid to the Directors a total of $150,225 the year ended 30 June 2007 and $523,798 for the year ended 30 June 2008. In addition to the above, the Directors have been paid fees totalling $128,556 from the end of the previous financial year until the date of this Prospectus. Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.
The Directors are seeking the approval of Shareholders at the General Meeting to enable them to participate in the Shortfall on the same terms and conditions as offered to all Shareholders as set out in this Prospectus, taking into account
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the agreement of Argonaut Securities Pty Limited to manage any Shortfall on a reasonable endeavours basis. The Directors will only participate in the Shortfall up to the maximum commitment approved at the General Meeting as set out in the table below:
| Name | Shares | Entitlement | Maximum Commitment to take up Shortfall |
|---|---|---|---|
| Allan Trench | Nil | Nil | 2,000,000 |
| Tim Sugden | Nil | Nil | 10,000,000* |
| Michael Mulroney | 1,900,410 | 1,900,410 | 2,000,000 |
- Dr Tim Sugden will only apply for such amount of the Shortfall that will ensure that his interest in the voting power in the Company does not exceed 20%.
The number of Shortfall Shares which may be available for the Shortfall will depend on the number of Shares taken up by Shareholders under their Entitlement and whether the Directors choose to issue the Shortfall. Applications for Shortfall Shares lodged by the Directors will be treated in the same manner as all other Applicants for the Shortfall.
7.4 Interests and Consents of Experts and Advisers
Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:
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(a) the formation or promotion of the Company; or
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(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or
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(c) the Offer of securities pursuant to this Prospectus,
and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer pursuant to this Prospectus.
Pursuant to Section 716 of the Corporations Act, Argonaut Securities Pty Limited has given and has not withdrawn its consent to being named as the manager to the Offer in the Corporate Directory of this Prospectus in the form and context in which it is named. Argonaut Securities Pty Limited has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.
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Argonaut Securities Pty Limited (through its related entities) is a Shareholder of the Company and currently has a relevant interest in 7,030,166 Shares and 5,141,999 Options.
Argonaut Securities Pty Limited will be paid a fee totalling 5% of any amount of the Shortfall placed to an Argonaut introduced investor. In the past two years, Argonaut Securities Pty Ltd has not been paid any fees by the Company.
Pursuant to Section 716 of the Corporations Act, Steinepreis Paganin has given, and has not withdrawn its consent to being named as Solicitors to the Company in the Corporate Directory of this Prospectus in the form and context in which it is named. Steinepreis Paganin has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.
Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately $10,000 for services in relation to this Prospectus.
7.5 Legal Proceedings
There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.
7.6 Estimated Expenses of Offer
In the event that the Offer is fully subscribed, the estimated expenses of the Offer are as follows:
$ ASIC fees 2,010 ASX fees 3,376 Legal expenses 10,000 Printing and other expenses 4,500 Total 19,886
7.7 Market Price of Shares
The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.
The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:
Highest: $0.125 on 29 August 2008 to 3 September 2008 Lowest: $0.005 on 21 November 2008
The latest available closing sale price of the Company’s Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.009 on 9 December 2008.
7.8 Electronic Prospectus
Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.
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If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the application form. If you have not, please phone the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.
The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
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8. AUTHORITY OF DIRECTORS
8.1 Directors’ Consent
Each of the Directors of Jutt Holdings Limited has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act
Dated the 16th day of December 2008
Signed for and on behalf of JUTT HOLDINGS LIMITED By Dr Tim Sugden
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9. DEFINITIONS
Applicant means a Shareholder or other party who applies for Shares pursuant to the Offer or the Shortfall Offer.
ASIC means the Australian Securities and Investments Commission.
ASTC Settlement Rules means the settlement rules of the securities clearing house which operates CHESS.
ASX means the ASX Limited (ACN 008 624 691).
Board means the board of Directors unless the context indicates otherwise.
Business Day means a day on which trading takes place on the stock market of ASX.
Closing Date means the closing date of the Offer, being 5pm (WDST) on 15 January 2009 (unless extended).
Company or Jutt means Jutt Holdings Limited (ABN 28 122 180 205).
Constitution means the Company’s Constitution as at the date of this Prospectus.
Converting Loans means the series of converting loan agreements totalling $500,000 convertible into Shares at $0.01 per Share subject to the approval of Shareholders.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company at the date of this Prospectus.
Dollar or “$” means Australian dollars.
Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.
Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.
General Meeting means the general meeting of Shareholders to be held on 12 January 2009.
Issue means the issue of Shares offered by this Prospectus.
Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.
Offer means the offer pursuant to the Prospectus of one (1) new Share for every one (1) Share held by a Shareholder on the Record Date.
Offer Period means the period commencing on the Opening Date and ending on the Closing Date.
Official List means the official list of ASX.
Option means an option to acquire a Share.
Prospectus means this prospectus.
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Quotation and Official Quotation means official quotation on ASX.
Record Date means 5pm (WDST) on 29 December 2008.
Related Corporation has the meaning given to that term in the Corporations Act.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
Shortfall means those Shares under the Offer not applied for by Shareholders under their Entitlement.
Shortfall Application Form means the shortfall application form attached to or accompanying this Prospectus.
Shortfall Offer means the offer for the Shortfall at the price of $0.01 per Share.
WDST means Western Daylight Saving Time observed in Perth, Western Australia.
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SHORTFALL APPLICATION FORM JUTT HOLDINGS LIMITED
ABN 28 122 180 205
REGISTERED OFFICE :
Level 1 SHARE REGISTRY : Advanced Share Registry 35 Richardson Street 150 Stirling Highway WEST PERTH WA 6005 NEDLANDS WA 6009 Tel: (08) 9389 8033 Fax: (08) 9389 7871
APPLICANT’S DETAILS:
Full name (PLEASE PRINT)
Title, Given Name(s) & Surname or Company Name
Joint Applicant #2 or Joint Applicant #3 or
| Postal Address (PLEASE PRINT) Street Number Street |
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Postal Address (PLEASE PRINT) Street Number Street |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Suburb/Town State Post Code |
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ABN, Tax File Number or Exemption
Applicant #2
Applicant #3
CHESS HIN or Existing SRN (where applicable)
| Number ofShares applied for | Application Moneyenclosed at 1 centperShare |
|---|---|
| A$…………………………… |
I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus. Cheque Details:
| Details: | ||||
|---|---|---|---|---|
| PLEASE ENTER CHEQUE DETAILS THANKYOU |
Drawer | Bank | BSB or Branch | Amount |
My/Our contact numbers in the case of inquiry are: Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . .
NOTE: Cheques should be made payable to “Jutt Holdings Limited – Trust Account”, crossed “NOT NEGOTIABLE” and forwarded to the address outlined on the back of this Shortfall Application Form to arrive no later than 5.00 pm WDST on that date which is 3 months after the Closing Date (or such earlier date as directed by the Company or the Underwriter) .
Declaration
This Shortfall Application Form does not need to be signed. By lodging this Shortfall Application Form and a cheque for the application money this Applicant hereby:
(1) applies for the number of Shares specified in the Shortfall Application Form or such lesser number as may be allocated by the Directors;
(2) agrees to be bound by the constitution of the Company; and
(3) authorises the Directors to complete or amend this Shortfall Application Form where necessary to correct any errors or omissions.
INSTRUCTIONS TO APPLICANTS
Please post or deliver the completed Shortfall Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Shortfall Application Form, please telephone the Company. The Form must be received by the Share Registry no later than 5.00 pm on the date which is 3 months after the Closing Date (or such earlier date as directed by the Company or the Underwriter).
A. Application for Shares
The Shortfall Application Form must only be completed in accordance with instructions included in the Prospectus.
B. Name of Applicant
- Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.
C. Name of Joint Applicants or Account Designation
If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.
D. Address
Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.
E. Contact Details
- Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Shortfall Application Form.
F. CHESS HIN or existing SRN Details
The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.
G. Cheque Details
Make cheques payable to “Jutt Holdings Limited – Trust Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Shortfall Application Form.
H. Declaration
By completing the Shortfall Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Shortfall Application Form does not need to be signed.
If a Shortfall Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors, in consultation with the Underwriter as to whether to accept a Shortfall Application Form, and how to construe, amend or complete it, shall be final. A Shortfall Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.
Forward your completed application together with the application money to:
Jutt Holdings Limited – Trust Account PO Box 863 WEST PERTH WA 6872
CORRECT FORMS OF REGISTRABLE TITLE
Note that ONLY legal entities are allowed to hold securities. Shortfall Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Shortfall Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.
| Type of Investor | Correct Form of Registration | Incorrect Form of Registration |
|---|---|---|
| IndividualUsegiven names in full,not initials | MrJohn AlfredSmith | JASmith |
| Company Use the company’s full title,not abbreviations | ABCPtyLtd | ABCP/L or ABC Co |
| Joint Holdings Use full and complete names |
Mr Peter Robert Williams & Ms LouiseSusan Williams |
Peter Robert & LouiseSWilliams |
| Trusts Use the trustee(s) personal name(s). |
Mrs Susan Jane Smith |
Sue Smith Family Trust |
| Deceased Estates Use the executor(s) personal name(s). |
Ms Jane Mary Smith & Mr Frank William Smith |
Estate of late John Smith or JohnSmith Deceased |
| Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation. |
Mr John Alfred Smith |
Master Peter Smith |
| Partnerships Use the partners personal names. |
Mr John Robert Smith & Mr Michael John Smith |
John Smith and Son |
| Long Names. | Mr John William Alexander Robertson-Smith |
Mr John W A Robertson-Smith |
| Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s). |
Mr Michael Peter Smith |
ABC Tennis Association |
| Superannuation Funds Use the name of the trustee of the fund. |
Jane Smith Pty Ltd |
Jane Smith Pty Ltd Superannuation Fund |