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FAR LIMITED — Capital/Financing Update 2015
Nov 3, 2015
64899_rns_2015-11-03_e9f15142-9567-4e5a-a3bc-e3479a85920e.pdf
Capital/Financing Update
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FAR Limited
ABN 41 009 117 293
Entitlement Offer Booklet
1 for 17 non-renounceable pro rata entitlement offer of New Shares at an issue price of $0.08 (8 cents) per New Share
The Entitlement Offer closes at 5.00 pm (Melbourne time) on Wednesday, 18 November 2015
The Entitlement Offer is jointly underwritten by RBC Capital Markets and Bell Potter Securities Limited
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THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE AN ELIGIBLE SHAREHOLDER YOU SHOULD READ THIS OFFER BOOKLET IN ITS ENTIRETY BEFORE DECIDING WHETHER TO APPLY FOR NEW SHARES.
IF YOU DO NOT UNDERSTAND ANY PART OF THIS OFFER BOOKLET, OR ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT OR YOUR ENTITLEMENT, YOU SHOULD CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, OR TO US PERSONS
Important Information
About this document
This Offer Booklet contains information relating to a proposed entitlement offer to be undertaken by FAR Limited (ABN 41 009 117 293) ( FAR ).
This Offer Booklet is important and requires your immediate attention. You should read this Offer Booklet carefully and in its entirety, with emphasis on the risk factors detailed in Section 3, have regard to your own investment parameters, and if required, obtain independent professional investment advice, before deciding to invest in FAR.
The Entitlement Offer is being made in accordance with Section 708AA of the Corporations Act (as modified by ASIC Class Order 08/35). Accordingly, this document is not a prospectus (and has not been, and will not be, lodged with ASIC) and does not contain all information which an investor may require to make an informed investment decision.
Forward-looking statements
This document contains forward looking statements with respect to the financial condition, results of operations, projects and business of FAR and certain plans and objectives of the management of FAR. Forward looking statements include those containing words such as: "anticipate", "believe", "expect", "estimate", "should", “will", "plan", "could", "may" "intends", "guidance", "project", "forecast", "target", "likely" and other similar expressions, and include, but are not limited to, statements regarding the outcome and effects of the Entitlement Offer, projections, guidance on future revenues, earnings, dividends and estimates. The forward looking statements contained in this document are not based solely on historical facts but are based on current expectations about future events and results. These forward looking statements are subject to inherent known and unknown risks and uncertainties and other factors which are beyond the control of FAR and the Joint Lead Manager Parties (defined below). This includes any statements about market and industry trends, which are based on interpretations of current market conditions. Such risks and uncertainties include factors and risks specific to the operations of FAR, as well as general economic conditions, prevailing interest rates, conditions in the financial markets, government policies and regulations and competitive pressures. As a consequence, forward looking statements are provided as a general guide only and actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.
Forward-looking statements in this Offer Booklet speak only at the date of this Offer Booklet. Subject to any continuing obligations under applicable law or the ASX Listing Rules, FAR does not in providing this information undertake any obligation to publicly update or revise any of the forward-looking statements for any change in events, conditions or circumstances on which any such statement is based. Accordingly, you are cautioned not to place undue reliance on forward looking statements contained in this document.
Neither FAR, the Joint Lead Manager Parties, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statement will actually occur. None of the Joint Lead Manager Parties have authorised, approved or verified any forward looking statements.
Information about FAR
The Investor Presentation lodged with ASX on 23 October 2015 includes information about FAR and its current activities as at the date stated on it. It is information in summary form and does not purport to be complete. It should be read in conjunction with FAR's other periodic and continuous disclosure announcements including FAR's annual report lodged with ASX on 30 March 2015, FAR's half year report lodged with ASX on 8 September 2015 and FAR's other announcements to ASX available at www.asx.com.au or www.far.com.au.
Past performance
Investors should note that FAR’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) FAR’s future performance including FAR’s future financial position or share price performance.
Foreign jurisdictions
This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. It is your responsibility to ensure that you comply with any laws of your jurisdiction which are applicable to you and which are relevant to your applying for New Shares under the Entitlement Offer. The distribution by you of this Offer Booklet (including an electronic copy) outside Australia and New Zealand may be restricted by law. You should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities law.
Disclaimer of representations
No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet or the Associated Offer Announcements. Any information or representation that is not contained in this Offer Booklet or the Associated Offer Announcements may not be relied on as having been authorised by FAR in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of FAR, or any other person, warrants or guarantees the future performance of FAR or any return on any investment made pursuant to the Entitlement Offer.
No financial product advice
This Offer Booklet is not financial product advice, does not purport to contain all the information that you may require to make an investment decision, and has been prepared without taking into account your personal investment objectives, financial situation or needs.
Before deciding whether to apply for New Shares under the Entitlement Offer, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks
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involved. If after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your financial or other professional adviser.
Joint Lead Managers
Neither the Joint Lead Managers, nor any of their respective affiliates, related bodies corporate (as that term is defined in the Corporations Act), nor their respective directors, employees, officers, representatives, agents, partners, consultants and advisers (together the Joint Lead Manager Parties ), nor the advisers to FAR or any other person including clients named in this document, have authorised, permitted or caused the issue or lodgment, submission, dispatch or provision of the Offer Booklet or the Associated Offer Announcements and, except to the extent referred to in this Offer Booklet or the Associated Offer Announcements, none of them makes or purports to make any statement in the Offer Booklet or the Associated Offer Announcements and there is no statement in the Offer Booklet or the Associated Offer Announcements which is based on any statement by any of them.
The Joint Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from FAR.
Disclaimer
To the maximum extent permitted by law, the Joint Lead Manager Parties disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and the information in the Offer Booklet or the Associated Offer Announcements being inaccurate or due to information being omitted from the Offer Booklet or the Associated Offer Announcements, whether by way of negligence or otherwise, and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this document.
The Joint Lead Manager Parties take no responsibility for any part of this document or liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of this document or otherwise arising in connection with either of them.
The Joint Lead Manager Parties make no recommendation as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Joint Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally.
Definitions and references to time
Capitalised words and expressions in this Offer Booklet have the meanings given in Section 5. A reference to time in this Offer Booklet is to Melbourne time, unless otherwise stated.
All financial amounts in this Offer Booklet are references to Australian currency, unless otherwise stated.
Date of this document
This Offer Booklet is dated Wednesday 4 November 2015.
For any enquiries please call Advanced Share Registry Ltd as Share Registry on (08) 9389 8033, or contact your stockbroker, accountant or other professional adviser.
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Table of contents
| Important | Information ............................................................................................................................................................... 2 | Information ............................................................................................................................................................... 2 |
|---|---|---|
| Chairman's Letter...................................................................................................................................................................... 5 | ||
| Key Dates................................................................................................................................................................................... 7 | ||
| 1. | Overview of the Entitlement Offer ............................................................................................................ 8 | |
| 1.1 | Summary .............................................................................................................................................. 8 | |
| 1.2 | Eligible Shareholders ............................................................................................................................ 8 | |
| 1.3 | What is the entitlement of an Eligible Shareholder? ............................................................................ 8 | |
| 1.4 | Top-Up Facility ...................................................................................................................................... 9 | |
| 1.5 | No trading of entitlements ................................................................................................................... 9 | |
| 1.6 | Underwriting of the Entitlement Offer ................................................................................................. 9 | |
| 1.7 | Issue of New Shares ............................................................................................................................ 11 | |
| 1.8 | Ranking of New Shares ....................................................................................................................... 11 | |
| 1.9 | Withdrawal of the Entitlement Offer ................................................................................................. 11 | |
| 1.10 | Speculative nature of Entitlement Offer and projects and relevant risk factors ................................ 11 | |
| 1.11 | Purpose and use of funds ................................................................................................................... 11 | |
| 1.12 | Financial Impact .................................................................................................................................. 11 | |
| 1.13 | Effect on Capital Structure ................................................................................................................. 12 | |
| 1.14 | Effect of the Entitlement Offer on the Control of FAR ....................................................................... 12 | |
| 2. | Choices | available to Eligible Shareholders ................................................................................................ 12 |
| 2.1 | Your choices ....................................................................................................................................... 12 | |
| 2.2 | How to participate in the Entitlement Offer....................................................................................... 13 | |
| 2.3 | Representations you will be taken to make by acceptance ............................................................... 14 | |
| 2.4 | No minimum subscription .................................................................................................................. 15 | |
| 2.5 | No cooling off rights ........................................................................................................................... 15 | |
| 2.6 | Refunds of excess application monies ................................................................................................ 15 | |
| 2.7 | If you do nothing ................................................................................................................................ 15 | |
| 3. | Risk Factors .............................................................................................................................................. 15 | |
| 4. | Further | Information ................................................................................................................................. 16 |
| 4.1 | Taxation .............................................................................................................................................. 16 | |
| 4.2 | This Offer Booklet is not a prospectus ................................................................................................ 16 | |
| 4.3 | Holding Statements and trading of New Shares ................................................................................. 16 | |
| 4.4 | Foreign shareholders .......................................................................................................................... 17 | |
| 4.5 | Privacy ................................................................................................................................................ 18 | |
| 4.6 | Governing law ..................................................................................................................................... 18 | |
| 5. | Glossary and interpretation ..................................................................................................................... 18 | |
| 5.1 | Definitions .......................................................................................................................................... 18 | |
| 5.2 | Interpretation ..................................................................................................................................... 19 | |
| Corporate | Directory................................................................................................................................................................ 20 |
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FAR Limited Entitlement Offer Booklet
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Chairman's Letter
4 November 2015
Dear Fellow Shareholder
On behalf of the Board of FAR Limited ( FAR ), it is my pleasure to invite you to participate in a pro rata, nonrenounceable entitlement offer of 1 new fully paid ordinary share in FAR ( New Shares ) for every 17 Shares held by you on the Record Date (7.00pm (Melbourne time) on Thursday, 29 October 2015) at an issue price of $0.08 (8 cents) per New Share ( Entitlement Offer ) to raise approximately $15 million before costs.
On Friday, 23 October 2015, FAR announced a $40 million equity raising, comprising a placement to certain institutional and sophisticated investors to raise $25 million ( Placement ) and the Entitlement Offer (together, the Equity Raising ). The Placement successfully completed on Friday, 30 October 2015. This Offer Booklet relates to the Entitlement Offer.
Funds raised from the Equity Raising (after costs) will be used to primarily fund FAR's capital expenditure on its large Senegalese oil discovery including 2 appraisal wells on its SNE discovery in Senegal and a shelf exploration well in Senegal (Bellatrix).
Overview of Entitlement Offer
The Entitlement Offer is being made to all eligible shareholders ( Eligible Shareholders ) who are registered as a holder of FAR Shares as at 7.00 pm (Melbourne time) on Thursday, 29 October 2015 ( Record Date ).
Under the Entitlement Offer, Eligible Shareholders have the opportunity to subscribe for 1 New Share for every 17 Shares of which they are the registered holder at 7.00 pm (Melbourne time) on the Record Date at an issue price of $0.08 (8 cents) per New Share ( Issue Price ). The Entitlement Offer is non-renounceable. Eligible Shareholders are also invited to apply for additional New Shares in excess of their entitlement under the TopUp Facility if there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Entitlement Offer.
The Issue Price represents a discount of 11.1% to the price of FAR shares as at the close of trading on Wednesday, 21 October 2015, being the last day of trading of FAR shares before the Entitlement Offer was announced.
Further information about FAR is also contained in the Investor Presentation in connection with the Equity Raising, which was released to the ASX on Friday, 23 October 2015. A copy of the Investor Presentation is available from the ASX website (www.asx.com.au) and on FAR’s website (www.far.com.au).
Underwriting Arrangements
The Entitlement Offer is jointly lead managed and underwritten by RBC Capital Markets and Bell Potter Securities Limited ( Joint Lead Managers ) pursuant to an offer management agreement dated 21 October 2015 ( Offer Management Agreement ). Further details regarding the underwriting arrangements are set out in Section 1 of this Offer Booklet.
Action you should take
The Entitlement Offer is currently scheduled to close at 5.00 pm (Melbourne time) on Wednesday, 18 November 2015 . If you wish to subscribe for New Shares, you must ensure that your application and payment is received by this time in accordance with the instructions set out in Section 2.2.
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FAR Limited Entitlement Offer Booklet
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This Offer Booklet contains important information regarding the Entitlement Offer, and I encourage you to read it carefully before making any investment decision. If you have any questions, you should consult your financial or other professional adviser.
For any enquiries please call Advanced Share Registry Ltd as Share Registry on (08) 9389 8033, or contact your stockbroker, accountant or other professional adviser.
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Nic Limb Chairman FAR Limited
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Key Dates
| Event | Date |
|---|---|
| Announcement of the Entitlement Offer and Placement | Friday, 23 October 2015 |
| Shares traded on an “ex” entitlement basis | Tuesday, 27 October 2015 |
| Record Date for eligibility to participate in the Entitlement Offer | 7.00pm (Melbourne time) Thursday, 29 October 2015 |
| Settlement of Placement | Thursday, 29 October 2015 |
| Issue and Allotment of Placement Shares | Friday, 30 October 2015 |
| Despatch of Entitlement Offer Booklet and Entitlement and Acceptance Form to Eligible Shareholders |
Wednesday, 4 November 2015 |
| Entitlement Offer opens | Wednesday, 4 November 2015 |
| Entitlement Offer closes | 5.00pm (Melbourne time) Wednesday, 18 November 2015 |
| New Shares quoted on deferred settlement | Thursday, 19 November 2015 |
| Shortfall (if any) announced to ASX | Monday, 23 November 2015 |
| Settlement of New Shares under the Entitlement Offer | Tuesday, 24 November 2015 |
| Issue of New Shares and despatch of Holding Statements | Wednesday, 25 November 2015 |
| New Shares commence trading on a normal settlement | Thursday, 26 November 2015 |
Dates and times in this Offer Booklet are indicative only and subject to change. Any material changes will be notified to ASX. All dates and times are references to Melbourne time.
FAR, with the consent of the Joint Lead Managers, reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and other applicable laws and regulations. In particular, FAR reserves the right to extend the Closing Date and/or accept late Applications under the Entitlement Offer without prior notice. Any extension of the Closing Date may have a consequential impact on the date that New Shares are issued and commence trading on the ASX. Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms as soon as possible after the Entitlement Offer opens.
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1. Overview of the Entitlement Offer
1.1 Summary
The Entitlement Offer is an underwritten pro rata offer of approximately 187,841,672 New Shares at $0.08 (8 cents) per New Share to raise approximately $15 million before costs and expenses.
Eligible Shareholders are entitled to subscribe for 1 New Share for every 17 Shares held by them at 7.00 pm (Melbourne time) on the Record Date.
The Entitlement Offer is non-renounceable, which means that to the extent that any entitlement under the Entitlement Offer is not taken up by any Eligible Shareholder prior to the Closing Date, the entitlement will lapse.
The choices available to Eligible Shareholders in respect of the Entitlement Offer are described in Section 2.
The Entitlement Offer is currently scheduled to close at 5.00 pm (Melbourne time) on Wednesday, 28 November 2015.
1.2 Eligible Shareholders
Unless the Company otherwise determines, the Entitlement Offer is being made to those Shareholders who:
-
(a) are registered as a holder of FAR’s Shares as at the Record Date;
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(b) have a registered address in Australia or New Zealand;
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(c) are not in the United States, are not a US Person, and are not acting for the account or benefit of any person in the United States or any US Person; and
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(d) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.
FAR is of the view that it is unreasonable to make an offer under the Entitlement Offer to shareholders outside of Australia and New Zealand having regard to:
-
(a) the number of Shareholders outside of Australia and New Zealand as a proportion of total Shareholders in FAR;
-
(b) the number and value of the New Shares that would have been offered to those Shareholders outside of Australia and New Zealand; and
-
(c) the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.
Accordingly, FAR is not required to make offers under the Entitlement Offer to Shareholders outside of Australia and New Zealand.
1.3 What is the entitlement of an Eligible Shareholder?
The number of New Shares to which you are entitled under the Entitlement Offer is shown in the personalised Entitlement and Acceptance Form which accompanies this Offer Booklet. In calculating each Eligible Shareholder’s entitlement, fractional entitlements to New Shares have been rounded up to the nearest whole number of New Shares. Eligible Shareholders can subscribe for all, or part, of their pro rata entitlement under the Entitlement Offer. Detailed instructions on how to accept all, or part of, your pro rata entitlement are set out in Section 2.
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Please note that if you choose not to take up your pro rata entitlement, your percentage shareholding in FAR will be diluted to the extent that the Entitlement Offer is taken up by other persons.
1.4 Top-Up Facility
Eligible Shareholders may, in addition to taking up their entitlements in full, apply for additional New Shares ( Additional Shares ) in excess of their entitlement ( Top-Up Facility ). Additional Shares will only be available where there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Entitlement Offer ( Shortfall ). Additional Shares will be issued at the Issue Price of $0.08 (8 cents) per New Share.
FAR proposes to adopt the following allocation policy for allocating Shortfall:
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(a) If there is a Shortfall, each Eligible Shareholder who has applied for Additional Shares through the Top-Up Facility will be entitled to be allocated their pro-rata share of the Shortfall having regard to their holdings at the Record Date (if an Eligible Shareholder has made an application for Additional Shares for an amount less than the amount of Additional Shares that the Eligible Shareholder would otherwise be allocated under this process, the Eligible Shareholder will be allocated the amount applied for).
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(b) The allocation process described above will be repeated in relation to any remaining Shortfall and any subsequent Shortfall, until either all New Shares proposed to be issued have been allocated or all Shortfall applications have been satisfied in full.
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(c) If, following the above allocation, there remains a Shortfall, it will then be allocated to the Joint Lead Managers, to be allocated to any sub-underwriters.
For avoidance of doubt, the Corporations Act 20% relevant interest level applies to limit the acquisition of Additional Shares through the Top-Up Facility.
Accordingly, Eligible Shareholders who apply for Additional Shares may be allocated a lesser number of Additional Shares than applied for in which case excess application money will be refunded without interest. If you wish to subscribe for Additional Shares in addition to your Entitlement then you should nominate the maximum number of Additional Shares you wish to subscribe for on the Entitlement and Acceptance Form and make corresponding payment for your full Entitlement plus the Additional Shares (at $0.08 (8 cents) per Additional Share).
1.5 No trading of entitlements
Entitlements under the Entitlement Offer are non-renounceable and will not be tradeable on the ASX or otherwise transferable. Shareholders who do not take up their entitlement in full will not receive any value in respect of that part of the entitlement that they do not take up.
1.6 Underwriting of the Entitlement Offer
The Entitlement Offer is jointly underwritten by RBC Capital Markets and Bell Potter Securities Limited, subject to certain conditions and events of termination, pursuant to the terms of the Offer Management Agreement. Any New Shares which remain unallocated following the issue of New Shares under the Entitlement Offer will be taken up by the Joint Lead Managers (and their subunderwriters), on the terms and, subject to the conditions, of the Offer Management Agreement and in accordance with the allocation policy.
The Joint Lead Managers will receive a fee equal to 4.0% of the Entitlement Offer proceeds (comprising a 2.0% management fee and a 2.0% underwriting fee, excluding GST).
FAR must also reimburse the Joint Lead Managers for the reasonable costs and expenses (plus GST if applicable) incurred by the Joint Lead Managers in connection with the Entitlement Offer.
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Under the Offer Management Agreement, FAR has agreed to indemnity the Joint Lead Managers (and their respective related bodies corporate and representatives) against any losses they may suffer in connection with the Entitlement Offer.
The Joint Lead Managers may terminate the Offer Management Agreement (and therefore their obligations to underwrite the Entitlement Offer) in certain specified circumstances. These include, but are not limited to, if any of the following events occur:
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(a) ASX refuses to grant official quotation of the New Shares proposed to be issued under the Entitlement Offer, or if FAR is removed from the official list or its securities are delisted or suspended from quotation by ASX;
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(b) FAR does not meet certain conditions and obligations under the Offer Management Agreement;
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(c) the S&P/ASX 200 Index falls to a level which is 90% or less of the level as at 20 October 2015:
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(i) at any time on at least two consecutive business days; or
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(ii) at market close on the business day immediately preceding the settlement date of Entitlement Offer;
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(d) the Brent Oil price (as shown on Bloomberg) falls to a level that is 90% or less of the level as at 8.00am on the day the Bookbuild opened and is at or below that level either:
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(i) as at 8.00am for two consecutive business days; or
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(ii) at any point on the business day immediately preceding the settlement date of Entitlement Offer;
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(e) any information supplied by or on behalf of FAR is or becomes misleading or deceptive, including by way of omission, or any forecasts, expressions of opinion, intention or expectation are not based on reasonable assumptions;
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(f) there is a material market or trading disruption event, which may include a general moratorium on commercial banking activities in certain countries, any adverse effect on certain financial markets or a suspension on trading in all securities quoted or listed on certain stock exchanges;
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(g) an outbreak of new hostilities or a major escalation in existing hostilities occurs, a national emergency is declared in any one of certain countries or if a significant terrorist act is perpetrated anywhere in the world;
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(h) ASIC makes an application or commences any investigation or hearing in relation to the Entitlement Offer, the Placement or any documents issued in connection with the Entitlement Offer;
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(i) a new circumstance arises that would be adverse in a material respect from the point of view of an investor and which would have been required to be disclosed in any of the documents issued in connection with the Entitlement Offer had it been known;
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(j) a material change in law;
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(k) any of the documents published in connection with the Entitlement Offer do not comply with, or if FAR contravenes, the Corporations Act, the ASX Listing Rules, FAR's Constitution or any other applicable law;
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(l) any adverse change, or an event occurs which is likely to give rise to an adverse change, in the assets, liabilities, financial position or performance, profits, losses results, operations,
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condition or prospects of FAR from those disclosed in any document relating to the Entitlement Offer; or
(m) a change to the Chief Executive Officer or a majority of the non-executive directors of FAR is announced or occurs.
The ability of the Joint Lead Managers to terminate the Offer Management Agreement in respect of some events will depend on whether the event has or is likely to have a material adverse effect on the success, marketing or settlement of the Entitlement Offer or the value of Shares, or the willingness of investors to subscribe for Shares, or whether the event will lead to a contravention by, or liability of, a Joint Lead Manager or its affiliates under any applicable law.
1.7 Issue of New Shares
FAR currently expects that New Shares will be issued on Wednesday, 25 November 2015. The issue of New Shares will only be made after permission for their quotation on ASX has been obtained. The fact that New Shares have been admitted to quotation on ASX is not to be taken in any way as an indication of the merits of FAR or the New Shares.
1.8 Ranking of New Shares
When issued, the New Shares will be fully paid and will rank equally with existing Shares.
1.9 Withdrawal of the Entitlement Offer
FAR reserves the right to withdraw all or part of the Entitlement Offer, and this Offer Booklet, at any time, subject to applicable laws. In that case, FAR will refund application monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest.
To the fullest extent permitted by law, you agree that any application monies paid by you to FAR will not entitle you to receive any interest and that any interest earned in respect of application monies will belong to FAR.
1.10 Speculative nature of Entitlement Offer and projects and relevant risk factors
In deciding whether to take up some or all of your entitlements under the Entitlement Offer, you should:
(a) have regard to the high risk, speculative nature of FAR’s projects and activities and to the risks discussed in Section 3 of this Offer Booklet and the section headed Business Risks of the Investor Presentation lodged with ASX on 23 October 2015; and
(b) read this Offer Booklet carefully and in its entirety and have regard to your own investment parameters, and if required, obtain independent professional investment advice, before deciding to invest in FAR.
1.11 Purpose and use of funds
FAR intends to use the funds from the equity raising to primarily fund FAR's capital expenditure on its large Senegalese oil discovery including 2 appraisal wells on its SNE discovery in Senegal and a shelf exploration well in Senegal (Bellatrix).
Further details are set out in the Investor Presentation lodged with ASX on 23 October 2015, which is available from the ASX website (www.asx.com.au) and on FAR’s website (www.far.com.au).
1.12 Financial Impact
The proceeds from the Equity Raising, before allowing for costs and expenses, will amount to approximately $40 million.
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1.13 Effect on Capital Structure
The principal effect of the Equity Raising on FAR's issued share capital will be to increase the total number of issued Shares. The following table sets out the number of issued Shares on the Announcement Date and, subject to the rounding of fractional entitlements under the Entitlement Offer, the total number of issued Shares at the completion of the Entitlement Offer:
| Shares | Number |
|---|---|
| Shares on issue at the Announcement Date | 3,193,308,427 |
| Shares offered under the Placement | 312,500,000 |
| Shares offered under the Entitlement Offer | 187,841,672* |
| Total Shares on issue on completion of the Entitlement Offer | 3,693,650,099* |
- The number of New Shares to be issued under the Entitlement Offer is subject to the rounding of fractional entitlements to New Shares.
1.14 Effect of the Entitlement Offer on the Control of FAR
The potential effect the Entitlement Offer will have on the control of FAR is as follows:
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(a) If all Eligible Shareholders take up their entitlements under the Entitlement Offer, then the Entitlement Offer will have no effect on the control of FAR.
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(b) If some Eligible Shareholders do not take up all of their entitlements under the Entitlement Offer, then the interests of those Eligible Shareholders will be diluted.
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(c) The proportional interests of shareholders who are not Eligible Shareholders will be diluted because such shareholders are not entitled to participate in the Entitlement Offer.
Having regard to:
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(d) the composition of FAR's share register; and
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(e) the terms of the Entitlement Offer, the commitments received under the Placement, the underwriting and sub-underwriting arrangements in place for the Entitlement Offer and the nature of the underwriters and sub-underwriters,
FAR does not believe that any person will increase their voting power in FAR pursuant to the Entitlement Offer in a way that will have any material impact on the control of FAR.
2. Choices available to Eligible Shareholders
2.1 Your choices
Before taking any action, you should read this Offer Booklet in its entirety and, if you have any questions, consult your financial or other professional adviser. If you are an Eligible Shareholder, the following choices are available to you:
| Option | See Section |
|---|---|
| Take up all or part of your entitlement under the Entitlement Offer | 2.2(a) |
| Take up all of your entitlement under the Entitlement Offer and apply | 2.2(b) |
| for Additional Shares under the Top-Up Facility | |
| Take no action | 2.7 |
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2.2 How to participate in the Entitlement Offer
- (a) Taking up all or part of your entitlement
To subscribe for New Shares offered to you under your pro rata allocation, please complete the accompanying Entitlement and Acceptance Form according to the instructions on the form for all, or that part, of your pro rata entitlement you wish to subscribe for.
- (b) Applying for Additional Shares under the Top-Up Facility
If you wish to apply for Additional Shares in excess of your entitlement, please complete your personalised Entitlement and Acceptance Form accordingly and follow the instructions set out on the form or below.
Your application for additional New Shares may not be successful (wholly or partially). The decision in relation to the number of additional New Shares in excess of your entitlement to be allocated to you will be final. No interest will be paid on any application monies received and returned.
==> picture [78 x 9] intentionally omitted <==
----- Start of picture text -----
(c) Payment
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The Issue Price of $0.08 (8 cents) per New Share is payable in full on application. Payments must be received by 5.00 pm (Melbourne time) on the Closing Date and must be in Australian currency and made by:
(i) cheque drawn on and payable at any Australian bank; (ii) bank draft or money order drawn on and payable at any Australian bank; or (iii) BPAY®. If you wish to pay by BPAY®, you do not need to return the Entitlement and Acceptance Form. You simply need to follow the instructions on the Entitlement and Acceptance Form. Different financial institutions may implement earlier cut-off times with regards to electronic payment, so please take this into consideration when making payment by BPAY®. It is your responsibility to ensure that funds submitted through BPAY® are received by no later than 5.00 pm (Melbourne time) on the Closing Date. FAR will treat you as applying for as many New Shares as your payment will pay for in full. Cheques, bank drafts and money orders must be made payable to “FAR Limited” and crossed ‘Not Negotiable’. Cash payments will not be accepted. Receipts for payment will not be provided. FAR will not be responsible for any postal or delivery delays or delay in the receipt of your BPAY® payment. Application monies will be held in trust in a subscription account until New Shares are issued. Any interest earned on application monies will be for the benefit of FAR and will be retained by FAR irrespective of whether any issue of New Shares takes place. (d) Return completed Entitlement and Acceptance Form and payment Unless you are paying by BPAY®, completed Entitlement and Acceptance Forms and payment of application money should be forwarded to the Share Registry by mail in the enclosed prepaid envelope or, if you are outside of Australia or do not use the prepaid envelope, by mail addressed to:
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Advanced Share Registry Ltd PO Box 1156, Nedlands Western Australia 6909 Australia
Completed Entitlement and Acceptance Forms and payments must be received by 5.00 pm (Melbourne time) on the Closing Date.
Please note that all acceptances, once received, are irrevocable.
If you wish to pay by BPAY®, you do not need to return the Entitlement and Acceptance Form. Please see Section 2.2(c) above for details.
2.3 Representations you will be taken to make by acceptance
By completing and returning your Entitlement and Acceptance Form or making a payment by BPAY®, you will be deemed to have:
-
(a) acknowledged that you have fully read and understood this Offer Booklet and the Entitlement and Acceptance Form in their entirety and you acknowledge the matters and make the warranties and representations and agreements contained in this Offer Booklet and the Entitlement and Acceptance Form;
-
(b) agreed to be bound by the terms of the Entitlement Offer, the provisions of this Offer Booklet and FAR’s constitution;
-
(c) authorised FAR to register you as the holder of the New Shares allotted to you;
-
(d) declared that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement Offer;
-
(e) acknowledged that once FAR receives your Entitlement and Acceptance Form or any payment of application monies via BPAY®, you may not withdraw your application or funds provided except as allowed by law;
-
(f) agreed to apply for and be issued up to the number of New Shares and Additional Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any application monies via BPAY®, at the Issue Price per New Share;
-
(g) authorised FAR, the Share Registry and their respective officers, employees or agents to do anything on your behalf necessary for New Shares to be issued to you;
-
(h) declared that you were the registered holder at the Record Date of the Shares indicated in the Entitlement and Acceptance Form as being held by you on the Record Date;
-
(i) acknowledged that the information contained in this Offer Booklet and your Entitlement and Acceptance Form is not investment advice nor a recommendation that the New Shares are suitable for you given your investment objectives, financial situation or particular needs;
-
(j) acknowledged that this Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in FAR and is given in the context of FAR's past and ongoing continuous disclosure announcements to the ASX;
-
(k) acknowledged the statement of risks in the ‘Risk Factors’ Section of this Offer Booklet and that investments in FAR are subject to risk;
-
(l) acknowledged that none of FAR or its related bodies corporate, affiliates and none of its or their respective directors, officers, partners, employees, representatives, agents, consultants
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or advisers, guarantees the performance of FAR, nor do they guarantee the repayment of capital;
-
(m) agreed to provide any requested substantiation of your eligibility to participate in the Entitlement Offer and your holding of Shares on the Record Date; and
-
(n) authorised FAR to correct any errors in your Entitlement and Acceptance Form.
By completing and returning your Entitlement and Acceptance Form or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:
-
(o) you are not in the United States and are not a US Person and are not acting for the account or benefit of, a person in the United States or a US Person, and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;
-
(p) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia and New Zealand, and accordingly, your pro rata entitlement may not be taken up, and the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and
-
(q) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States, a US Person, or a person acting for the account or benefit of a person in the United States or a US Person.
2.4 No minimum subscription
There is no minimum subscription for an Eligible Shareholder under the Entitlement Offer.
2.5 No cooling off rights
Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been made.
2.6 Refunds of excess application monies
Any application monies received for more than the number of New Shares issued to you will be refunded as soon as reasonably practicable following the close of the Entitlement Offer. No interest will be paid on any application monies. Payment of any refund will be made by cheque mailed to your address as last recorded in FAR’s register of members.
2.7 If you do nothing
If you do not apply for Shares pursuant to the Entitlement Offer, your entitlement under the Entitlement Offer will lapse.
If you do not apply for Shares pursuant to the Entitlement Offer, your percentage ownership in FAR will be diluted because the issue of New Shares to other Eligible Shareholders under the Entitlement Offer will increase the total number of Shares on issue.
3. Risk Factors
FAR’s activities are subject to a number of risks which may impact future financial performance and the market price at which New Shares trade. Some of these risks can be mitigated by the use of
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safeguards and appropriate controls. However, others are outside FAR’s control and cannot be mitigated. Therefore, investors who acquire New Shares may be exposed to a number of risks. Broadly, these risks can be classified as risks that are general to investing in the share market and risks specific to an investment in Shares and FAR’s underlying business.
A detailed list of the key risks associated with investing in New Shares is contained in the Investor Presentation in connection with the Equity Raising lodged with ASX on 23 October 2015. A copy of the Investor Presentation is available from the ASX website (www.asx.com.au) and on FAR’s website (www.far.com.au).
This list is not exhaustive and investors should read this Offer Booklet and the Investor Presentation in their entirety before making an investment decision. Investors should also have regard to their own investment objectives and financial circumstances, and should consider seeking appropriate independent investment advice before deciding whether to invest in the New Shares.
4. Further Information
4.1 Taxation
Taxation implications of participating in the Entitlement Offer will vary depending on the particular circumstances of individual Eligible Shareholders. Eligible Shareholders are advised to obtain their own professional taxation advice before making a decision in relation to the Entitlement Offer.
4.2 This Offer Booklet is not a prospectus
The Entitlement Offer is being conducted in accordance with Section 708AA of the Corporations Act (as modified by ASIC Class Order 08/35). In general terms, Section 708AA relates to rights issues by certain companies that do not require the preparation of a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Booklet is less than the level of disclosure required in a prospectus.
As a result, in deciding whether or not to accept the Entitlement Offer, you should rely on your own knowledge of FAR, refer to disclosures made by FAR to the ASX (which are available for inspection on the ASX website www.asx.com.au and on FAR’s website at www.far.com.au) and seek the advice of your professional adviser.
4.3 Holding Statements and trading of New Shares
FAR participates in the Clearing House Electronic Sub-Register System ( CHESS ), in accordance with ASX Listing Rules and operates an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up FAR’s principal register. Consequently, FAR will not issue certificates to security holders but they will be provided with a holding statement, which will set out the number of Shares allotted to them under this Entitlement Offer.
It is your responsibility to determine your holding of New Shares before trading to avoid the risk of selling New Shares you do not own. To the maximum extent permitted by law, FAR and the Joint Lead Managers disclaim any liability to persons who trade New Shares before they receive their holding statements, whether on the basis of confirmation of the allocation provided by FAR or the Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.
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4.4 Foreign shareholders
(a) General restrictions
This Offer Booklet and the accompanying Entitlement and Acceptance Form do 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 Offer Booklet in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Offer Booklet outside the above jurisdictions should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the New Shares or to otherwise permit an offering of New Shares outside Australia.
Return of the Entitlement and Acceptance Form or your BPAY® payment will be taken by FAR as a representation by you that there has been no breach of any such laws. Eligible Shareholders who are nominees, trustees or custodians are advised to seek independent advice as to how to proceed.
(b) New Zealand
The New Shares are not being offered to the public within New Zealand other than to existing shareholders of FAR with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).
This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
(c) United States
This is not an offer to sell or a solicitation of an offer to buy securities in the United States. New Shares may not be offered or sold in the United States or to, or for the account or benefit of, US Persons in the absence of registration or an exemption from registration.
The New Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any state of the United States and accordingly, the New Shares may only be offered and sold: (i) within the United States or to, or for the account or benefit of, any US Person, to a limited number of approved institutional investors that are “qualified institutional buyers” (as defined in Rule 144A under the US Securities Act), in transactions exempt from, or not subject to, the registration requirements of the US Securities Act; or (ii) outside the United States, to persons that are not US Persons and are not acting for the account or benefit of US Persons in offshore transactions in compliance with Regulation S under the US Securities Act.
The distribution of this Offer Booklet outside Australia and New Zealand may be restricted by law. In particular, this Offer Booklet or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any US Person. Persons who come into possession of this Offer Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
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4.5 Privacy
By submitting an Entitlement and Acceptance Form, you will be providing personal information to FAR (directly or through the Share Registry). FAR collects, holds and will use that information to assess and process your application, administer your shareholding in FAR and to provide related services to you. FAR may disclose your personal information for purposes related to your shareholding in FAR, including to the Share Registry, FAR’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that FAR holds about you. To make a request for access to your personal information held by (or on behalf of) FAR, please contact FAR through the Share Registry.
4.6 Governing law
This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement Offer are governed by the laws applicable in Victoria, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.
5. Glossary and interpretation
5.1 Definitions
In this Offer Booklet, the following words have the following meanings unless the context requires otherwise:
| $ or A$ | Australian dollars |
|---|---|
| Additional Shares | New Shares applied for by an Eligible Shareholder that are in excess of the Eligible Shareholder's entitlement |
| Announcement Date | Friday, 23 October 2015 |
| Applicant | a Shareholder as at the Record Date applying for New Shares under this Entitlement Offer |
| ASIC | the Australian Securities and Investments Commission. |
| Associated Offer | the announcements released to the ASX by FAR on Friday, 23 October |
| Announcements | 2015 |
| ASX | ASX Limited or, as the context requires, the financial market known as the Australian Securities Exchange operated by it |
| ASX Listing Rules | the official listing rules of the ASX as amended or replaced from time to time |
| Board | the board of directors of FAR |
| Business Day | means a day which is not a Saturday, Sunday or a public holiday in Victoria, Australia |
| the deadline for accepting the Entitlement Offer, being5.00pm | |
| Closing Date | (Melbourne time) on Wednesday, 18 November 2015(subject to |
| change) | |
| Company or FAR | FAR Limited (ABN 41 009 117 293) |
| Corporations Act | Corporations Act 2001 (Cth) |
| Directors | the directors of FAR |
| Eligible Shareholder | has the meaning given in Section 1.2 |
| Entitlement and | the personalised entitlement and acceptance form to subscribe for New |
| Acceptance Form | Shares accompanying this Entitlement Offer Booklet |
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| Entitlement Offer | the pro rata non-renouncement offer of New Shares to Eligible in accordance with the terms of this Offer Booklet |
|---|---|
| Issue Price | the price payable for each New Share under the Entitlement Offer, being $0.08 (8 cents) |
| Joint Lead Managers | RBC Capital Markets and Bell Potter Securities Limited |
| New Shares | the Shares offered pursuant to the Entitlement Offer |
| Offer Booklet | this offer booklet dated Wednesday, 4 November 2015 |
| Placement | the placement of Shares to certain institutional and sophisticated investors to raise $25 million, announced on the Announcement Date |
| Record Date | 7.00pm (Melbourne time) on Thursday, 29 October 2015 |
| Share | a fully paid ordinary share in the capital of FAR |
| Shareholder | a registered holder of Shares |
| Share Registry | Advanced Share Registry Ltd |
| Subsidiary | a body corporate that is a subsidiary of FAR within the meaning of the Corporations Act |
| Top-Up Facility | the mechanism by which Eligible Shareholders can apply for Additional Shares as described in Section 1.4 |
| United States | United States of America, its territories and possessions, any State of the United States of America and the District of Columbia |
| US Person | The meaning given in Regulation S under the US Securities Act |
| US Securities Act | The United States Securities Act of 1933, as amended |
5.2 Interpretation
In this Offer Booklet, unless the context otherwise requires:
-
(a) the singular includes the plural, and vice versa;
-
(b) words importing one gender include other genders;
-
(c) other parts of speech and grammatical forms of a word or phrase defined in this document have corresponding meanings;
-
(d) terms used in this document and defined in the Corporations Act have the meanings ascribed to them in the Corporations Act;
-
(e) other grammatical forms of a word or phrase defined in this document have a corresponding meaning; and
-
(f) a reference to a Section is a reference to a Section of this Offer Booklet.
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Corporate Directory
| Nicholas Limb – Non-Executive Chairman | |
|---|---|
| Catherine Norman – Managing Director | |
| DIRECTORS | Benedict Clube – Executive Director and Chief Operating Officer |
| Albert Brindal – Non-Executive Director | |
| Reginald Nelson – Non-Executive Director | |
| COMPANY SECRETARY | Peter Thiessen |
| Level 17 | |
| HEAD OFFICE | 530 Collins Street |
| Melbourne VIC 3000 | |
| Royal Bank of Canada (trading as RBC Capital Markets) | |
| Level 47 | |
| 2 Park Street | |
| SYDNEY NSW 2000 | |
| UNDERWRITERS | |
| Bell Potter Securities Limited | |
| Level 38, Aurora Place | |
| 88 Phillip Street | |
| Sydney NSW 2000 | |
| Advanced Share Registry Ltd | |
| PO Box 1156, Nedlands | |
| SHARE REGISTRY | Western Australia 6909 |
| Australia | |
| Tel: + 61 8 9389 8033 |
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ABN 41 009 117 293
ENTITLEMENT AND ACCEPTANCE FORM
SHARE REGISTRY
Advanced Share Registry Ltd, 110 Stirling Highway, NEDLANDS, WA 6009
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NON-RENOUNCEABLE ENTITLEMENT OFFER CLOSING AT 5.00pm (MELBOURNE TIME) ON 18 November 2015
Pro-rata non-renounceable entitlement offer on the basis of 1 New Share for every 17 existing Shares held as at 7.00pm (Melbourne time) on 29 October 2015, at an issue price of $0.08 (8 cents) per New Share (Entitlement Offer) .
Receipt of this form by 5.00pm (Melbourne Time) on 18 November 2015 with your payment utilising the payment options detailed on the reverse will constitute acceptance in accordance with the terms and conditions of the Entitlement Offer Booklet dated 4 November 2015.
==> picture [33 x 124] intentionally omitted <==
==> picture [279 x 133] intentionally omitted <==
ENTITLEMENT UNDER THE ENTITLEMENT OFFER
Under the terms of the Entitlement Offer, you have a pro-rata entitlement ( Entitlement ) to subscribe for New Shares at $0.08 per New Share. The table above sets out your Entitlement. You may elect to subscribe for some or all of your Entitlement. Please follow the instructions on the reverse.
APPLICATION FOR ADDITIONAL NEW SHARES UNDER THE TOP UP FACILITY
If you take up your Entitlement in full, you may apply for additional New Shares out of the shortfall (if any). Please follow the instructions on the reverse.
PLEASE COMPLETE BELOW (using block letters)
| A. | B. | C. |
|---|---|---|
| Number of New Shares accepted (being not more than your Entitlement shown above) |
Number of additional New Shares applied for under the Top Up Facility |
Total number of New Shares applied for (add Boxes A and B) |
I/We enclose my/our payment for the amount shown above being payment of $0.08 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the New Shares. I/we agree to be bound by the constitution of the Company.
D. PAYMENT AMOUNT
A$
Amount enclosed, being application money of $0.08 per New Share applied for in Box C (multiply Box C X $0.08)
E. METHOD OF ACCEPTANCE
You can apply for New Shares and make your payment utilising one of the payment options detailed on the reverse.
Cheque/bank draft/money order:
| PLEASE ENTER CHEQUE DETAILS THANK YOU |
PLEASE ENTER CHEQUE DETAILS THANK YOU |
Drawer | Bank | Branch | Amount |
|---|---|---|---|---|---|
| When making payment via BPAY®, please ensure that you enter the correct Biller Code and Reference Number information that is shown on this Personalised Entitlement and Acceptance Form. If you enter your BPAY® details incorrectly, FAR will not be able to issueyouyour New Shares under the Entitlement Offer. |
BPAY® You can pay by BPAY®. If you choose to pay by BPAY®, you do not need to return this form.
- F. My/ Our contact numbers in the case of enquiry are:
Telephone: (….........)………….......................……. Email: ……................………………………….
| INSTRUCTIONS TO YOUR STOCKBROKER | INSTRUCTIONS TO YOUR STOCKBROKER | |
|---|---|---|
| I/We have accepted | New Shares | |
| and attach a cheque/money order/bank draft for |
being acceptance money at $0.08 per New Share |
How to Complete the Entitlement and Acceptance Form
Please complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.
A. Application for New Shares Under the Entitlement Offer
Details of your shareholding and Entitlement as at 7.00pm (Melbourne time) on 29 October 2015 are shown on the reverse.
You can apply to accept either part of, or all of, your Entitlement. Please enter into Box A the number of New Shares you wish to accept from your Entitlement.
B. Application for additional New Shares under the Top Up Facility
You can apply for more New Shares than your Entitlement provided that you have accepted your full Entitlement. Please enter the number of additional New Shares above your Entitlement for which you wish to apply into Box B. You are not assured of receiving any additional New Shares applied for in excess of your Entitlement under the Top Up Facility. Any scale back of applications for New Shares under the Top Up Facility will be in accordance with the allocation policy set out the entitlement offer booklet dated 4 November 2015.
C. Total Number of New Shares applied For
To calculate the total number of New Shares applied for, add Box A and Box B and enter this number in Box C.
If the amount you pay is insufficient to pay for the number of New Shares you apply for, you will be taken to have applied for such lower number of New Shares as that amount will pay for, or your application will be rejected.
If the amount you pay is more than the amount payable for the number of New Shares you apply for, you will be taken to have applied for as many additional New Shares as that amount will pay for, including under the Top Up Facility.
The applications for additional New Shares will be dealt with pursuant to the terms contained in the Entitlement Offer Booklet.
Payment by BPAY®
If you elect to make payment using BPAY® you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by BPAY®: www.bpay.com.au.
Refer to the reverse for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding.
D. Payment Amount
Please enter into Box D the total amount of the cheque, money order or bank draft required for payment for the New Shares applied for in Box C. To calculate the total amount required for payment, multiply Box C by the issue price ($0.08).
E. Method of Acceptance
By making your payment using either BPAY® or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the Entitlement Offer contained in the Offer Booklet dated 4 November 2015 as enclosed with this form.
Payment by cheque, money order or bank draft
Please enter your cheque, money order or bank draft details in Section E. Cheques, money orders or bank drafts must be drawn on an Australian branch of a financial institution in Australian currency and made payable to " FAR Limited " and crossed " Not Negotiable ".
When making payment via BPAY®, please ensure that you enter the correct Biller Code and Reference Number information that is shown on the reverse of this Personalised Entitlement and Acceptance Form. If you enter your BPAY® details incorrectly, FAR will not be able to issue you your New Shares under the Entitlement Offer.
You do NOT need to return the Entitlement and Acceptance Form if
you elect to make payment by BPAY®. Payment must be received via BPAY® before 5:00pm (Melbourne time) on 18 November 2015. You should check the processing cut off-time for BPAY® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by BPAY® you will have deemed to have completed an Application Form for the number of New Shares subject of your application payment.
F. Contact Details
Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Entitlement and Acceptance Form. Cash will not be accepted. A receipt for payment will not be forwarded.
Please enter your contact telephone numbers so we can contact you regarding your Application, if necessary.
Lodgement of Entitlement and Acceptance Form
The completed Entitlement and Acceptance Form with the accompanying payment may be mailed to the postal address, or delivered by hand to the address, set out below:
| By Mail | By Hand |
|---|---|
| Advanced Share Registry Ltd PO Box 1156 Nedlands Western Australia 6909 |
Advanced Share Registry Ltd 110 Stirling Hwy Nedlands Western Australia 6009 |
Your completed Entitlement and Acceptance Form and accompanying payment must be received by Advanced Share Registry Ltd no later than 5.00pm (MELBOURNE TIME) ON 18 November 2015 . You should allow sufficient time for this to occur.
The Company reserves the right not to process any Applications and payments received after 5.00pm (Melbourne time) on 18 November 2015. Neither Advanced Share Registry Ltd nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.
The Company reserves the right to reject any Entitlement and Acceptance Form which is not correctly completed.
Privacy Statement
If you complete an application for New 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 need as a shareholder and to facilitate corporate communications to you as a shareholder. 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 is held about you. If you wish to do so please contact the Company’s share registry at the relevant contact numbers set out in the Entitlement Offer document. 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 ASX Settlement Operating Rules. You should note that if the information required on the application for New Shares is not provided, the Company may not be able to accept or process your application.
If you have any enquiries concerning this form or your Entitlement, please contact:
Advanced Share Registry Ltd
Telephone +61 8 9389 8033 Fax +61 8 9262 3723
CHESS holders must contact their Controlling Participant to notify a change of address