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FAR LIMITED — Capital/Financing Update 2015
Nov 3, 2015
64899_rns_2015-11-03_00022314-2c1e-4f43-afc3-5efcb6657c4b.pdf
Capital/Financing Update
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4 November 2015
Dear Shareholder
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Entitlement Offer – Notification to Nominees
FAR Limited ( FAR ) announced on 23 October 2015 that it intends to raise approximately $40 million (before costs) through an equity raising comprising:
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a placement of fully paid ordinary shares to certain institutional and sophisticated investors to raise $25 million; and
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1 for 17 underwritten pro-rata non-renounceable entitlement offer of fully paid ordinary shares ( New Shares ) to existing eligible shareholders to raise approximately $15 million ( Entitlement Offe r).
The Entitlement Offer comprises an offer to shareholders who have a registered address in Australia or New Zealand, on the basis of 1 new share for every 17 existing FAR ordinary shares held at 7.00pm (Melbourne time) on Thursday, 29 October 2015.
For further information in relation to the Entitlement Offer, please see FAR’s ASX announcement and investor presentation in relation to the Entitlement Offer, each of which were given to ASX and are available on ASX's website: www.asx.com.au.
The Entitlement Offer is underwritten by RBC Capital Markets and Bell Potter Securities Limited ( Joint Lead Managers ).
Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up their entitlements will not receive any value in respect of those entitlements that they do not take up. Shareholders who are not eligible to receive entitlements will not receive any value in respect of the entitlements they would have received had they been eligible.
The Entitlement Offer is being made by FAR in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) (as modified by ASIC Class Order 08/35), meaning that the Entitlement Offer does not require disclosure under Part 6D.2 of the Corporations Act and no prospectus needs to be prepared. As a nominee, trustee or custodian for shareholders in FAR (hereafter, nominee ) you will shortly receive a copy of the Entitlement Offer Booklet, together with a personalised Entitlement and Acceptance Form, as released to ASX on Wednesday, 4 November 2015 ( Offer Documents ).
The Entitlement Offer is only being extended to nominees with a registered address in Australia or New Zealand who were registered as the holder of FAR shares at 7:00pm (Melbourne time) on Thursday, 29 October 2015 ( Record Date ) and who held those shares on behalf of underlying beneficial holders, except to the extent that those underlying beneficial holders are Excluded Underlying Shareholders (defined below) ( Eligible Underlying Shareholder ). The Entitlement Offer is not being extended to any shareholder outside Australia and New Zealand.
Excluded Underlying Shareholders are beneficial holders who:
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are not registered as the holder of FAR shares at 7:00pm (Melbourne time) on the Record Date;
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have a registered address outside of Australia or New Zealand;
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are in the United States, are a US Person, or are acting for the account or benefit of a person in the United States or a US Person; or
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are not eligible or permitted under any applicable securities laws to receive an offer under the Entitlement Offer.
Nominees must not apply for New Shares under the Entitlement Offer on behalf of Excluded Underlying Shareholders, and must not send the Entitlement Offer Booklet to any Excluded Underlying Shareholders.
The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may only be offered and sold to eligible holders of shares that are not in the United States in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act.
You must not send any documents in relation to the Entitlement Offer, including the Entitlement Offer Booklet and the investor presentations lodged with ASX on 23 October 2015 in relation to the Entitlement Offer (collectively, the Information Materials ) to any of your clients (or any other person) resident in countries other than Australia and New Zealand (including the United States), or submit an application or otherwise accept the Entitlement Offer on behalf of an Excluded Underlying Shareholder, including any person in the United States or any person that is acting on behalf of such a person. Failure to comply with restrictions contained in this letter may result in violations of applicable securities laws. You are advised to seek independent advice as to how to proceed in this regard.
Any application made on, or otherwise in accordance with, the respective personalised Entitlement and Acceptance Forms by you on behalf of Eligible Underlying Shareholders for which you act as nominee (that is, Entitlement Offer applications), must only be for Eligible Underlying Shareholders as set out above and must be in accordance with the terms and conditions of the Entitlement Offer Booklet.
Yours faithfully
Peter Thiessen Company Secretary FAR Limited
NOTE : The information in this letter is general information only, does not constitute a securities recommendation or financial product advice, and has been prepared without taking account of the investment objectives, financial situation or needs of any particular investor. You should read the Entitlement Offer Booklet (as lodged by FAR with ASX on 4 November 2015), which refers to risk factors, and consider whether any investment is appropriate having regard to your (or your client’s) objectives, financial situation or needs before acting on the information.
Copies of the Information Materials are, or will be, available from ASX’s website and from FAR’s Share Registry. Nominees acting on behalf of Eligible Underlying Shareholders who want to acquire New Shares should complete, or otherwise apply in accordance with, the personalised Entitlement and Acceptance Form that accompanies the Entitlement Offer Booklet and should consider the Information Materials and publicly available information about FAR in deciding whether or not to acquire the New Shares.
This letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person acting for the account or benefit of any person in the United States, or in any other jurisdiction in which such an offer or solicitation would be illegal. 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 and New Zealand. This letter may not be distributed or released in the United States.
IMPORTANT NOTICE TO NOMINEES
Because of legal restrictions, you must not send copies of this letter or any material relating to the Entitlement Offer to any of your clients (or any other person) in the United States, and on whose behalf you are the registered owner of shares. Failure to comply with these restrictions may result in violations of applicable securities laws.
You should seek independent tax advice in relation to Entitlement Offer and your participation.
The Joint Lead Managers have not authorised or caused the issue of this document or made or authorised the making of any statement that is included in this document or any statement on which a statement in this document is based. To the maximum extent permitted by law, the Joint Lead Managers and their respective related bodies corporate and affiliates and their respective directors, officers, employees, advisers and representatives expressly disclaim and take no responsibility for any statements in or omissions from this document.
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