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DOTZ NANO LIMITED — Capital/Financing Update 2012
Nov 4, 2012
64794_rns_2012-11-04_eed2d0ba-ef16-4880-aa20-5ea82182774c.pdf
Capital/Financing Update
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SECOND SUPPLEMENTARY PROSPECTUS
NORTHERN IRON LIMITED (A.B.N. 71 125 264 575)
5 November 2012
This supplementary prospectus (“ Second Supplementary Prospectus ”) relates to the prospectus issued by Northern Iron Limited (“ Northern Iron ”) dated 8 October 2012 (“ Prospectus ”) and the Supplementary Prospectus issued by Northern Iron dated 19 October 2012 (“ First Supplementary Prospectus ”) relating to the accelerated, non-renounceable entitlement offer of fully paid ordinary shares in Northern Iron. This Second Supplementary Prospectus supplements, and should be read together with, the Prospectus and the First Supplementary Prospectus.
If there is any inconsistency between the Prospectus, the First Supplementary Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus will prevail. Words and expressions used in this Second Supplementary Prospectus have the meanings given to them in the Prospectus.
This Second Supplementary Prospectus is dated 5 November 2012 and was lodged with the Australian Securities & Investments Commission (“ ASIC ”) on that date. Neither ASIC nor ASX Limited take any responsibility for the contents of this Second Supplementary Prospectus.
This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.
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This Second Supplementary Prospectus dated 5 November 2012 supplements, and should be read together with, the Prospectus dated 8 October 2012 and the First Supplementary Prospectus dated 19 October issued by Northern Iron Limited.
SUPPLEMENTARY INFORMATION
1. STRATEGIC REVIEW CONCLUSION AND OPERATIONAL UPDATE
On 19 October 2012, Northern Iron Limited (“NFE” or the “Company”) announced that Essel Mining (a wholly owned subsidiary of Aditya Birla Group) and Prominvest were continuing to conduct detailed stage two due diligence on the Company and that, following discussion with these parties, the deadline for submission of final binding offers to acquire all of the shares of NFE was extended to early November 2012 to allow the parties to complete their due diligence. Today the Company announces the conclusion of the strategic review of the Company’s options announced in November 2011 (“Strategic Review”).
Since early August 2012, the Company has facilitated a detailed stage two due diligence process including access to a detailed data room in respect of NFE, management meetings and Q&A, and the opportunity to attend site visits to the Company’s operations in Norway.
On 3 November 2012, Essel Mining advised NFE that following its stage two detailed due diligence investigations it was not in a position to submit a stage two proposal at this time. Essel Mining stated that the reason for their decision is related to the continued variability in production at the Sydvaranger Project and the resultant impact on costs. Nevertheless, Essel Mining has advised the Company that it will continue to monitor NFE’s progress with a view to assessing whether at an appropriate time, a level of interest may materialise.
On 2 November 2012, Prominvest advised NFE that it was continuing to work on a proposal but did not submit a final bid in accordance with the process timetable provided to the bidders by the Company.
The Board of NFE remains open to reviewing, and entertaining discussions in respect of, any attractive proposal that could deliver value to NFE shareholders. However, in light of the recent interaction with Essel Mining and Prominvest and after the lengthy stage two due diligence process, the Company has decided to conclude the Strategic Review.
The Board believes that NFE has a sound future as an independent Company, and that following the recent Entitlement Offer, it is appropriately capitalised to pursue its near term objectives. In the medium term, a range of potential improvement and expansion opportunities lie ahead for the Company, and it remains committed to its value creation strategy.
As outlined in the quarterly report released on 31 October 2012, actual production performance for October has been negatively impacted by two main factors: a delay in dewatering the Bjørnevatn pit that required the mining of more difficult to process ore from Kjellmannsåsen, and the failure of a clutch on a secondary mill which has restricted throughput rates. Both these issues have been rectified and the Company has recorded a marked improvement in production levels in the last week compared to the daily average achieved in October. The Company now expects to produce between
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This Second Supplementary Prospectus dated 5 November 2012 supplements, and should be read together with, the Prospectus dated 8 October 2012 and the First Supplementary Prospectus dated 19 October issued by Northern Iron Limited.
560 – 600kt of dry concentrate for Q4, resulting in expected cash costs of between US$70/t and US$76/t.
The Company reminds Shareholders that allotment of Shares under the Retail Entitlement Offer is scheduled to occur on Tuesday, 6 November 2012. Notwithstanding the allotment of those Shares, in accordance with this Second Supplementary Prospectus, Retail Shareholders will have a right to withdraw their acceptances under the Retail Entitlement Offer until 5 December 2012.
This Second Supplementary Prospectus contains some references to forward looking statements, assumptions, estimates and outcomes. These are uncertain by nature and no assurance can be given by Northern Iron that they will be achieved.
2. WITHDRAWING YOUR ACCEPTANCE
In accordance with section 724(2) of the Corporations Act, the Company will give Shareholders who have applied for New Shares under the Prospectus (including as supplemented by the First Supplementary Prospectus) a copy of this Second Supplementary Prospectus and 1 month from the date of this Second Supplementary Prospectus to withdraw their Application and to be repaid their Application Monies in full.
If a Shareholder who applied for Shares under the Prospectus (including as supplemented by the First Supplementary Prospectus) applies to withdraw their Application, the Company will not pay interest on Application Monies refunded. Any Shareholder who wishes to obtain a refund should provide a written request to the Company at the address set out below by 5.00pm on 5 December 2012.
Northern Iron Limited C/ Computershare Investor Services Pty Ltd GPO Box 505 Melbourne VIC 3001 Australia
In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Second Supplementary Prospectus with ASIC.
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