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First Graphene Ltd. — Capital/Financing Update 2013
Feb 6, 2013
35640_rns_2013-02-06_fc9f3d8b-5648-4da8-bec2-868654926c1b.pdf
Capital/Financing Update
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ROBE AUSTRALIA LIMITED
(TO BE RENAMED MONGOLIAN RESOURCES LIMITED) ABN 50 007 870 760
Supplementary Prospectus for the offer of up to 17,500,000 New Shares at 20 cents each with an attaching free Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 ( New Option ) to raise up to $3,500,000 (before costs) ( Offer ).
This Supplementary Prospectus is dated 7 February 2013.
This Supplementary Prospectus was lodged at the Australian Securities and Investments Commission on 7 February 2013.
IMPORTANT INFORMATION
This Supplementary Prospectus contains important information for you as a prospective investor and requires your immediate attention. This Supplementary Prospectus supplements the Prospectus dated 11 December 2012 lodged by the Company with ASIC on 11 December 2012 and should be read together with the Prospectus dated 11 December 2012.
It should be read in its entirety. If you have any questions as to its contents or the course you should follow, please consult your stock broker, accountant, solicitor or other professional adviser immediately.
THE OFFER IS NOT UNDERWRITTEN
AN INVESTMENT IN THE COMPANY SHARES SHOULD BE CONSIDERED HIGHLY SPECULATIVE
SUPPLEMENTARY PROSPECTUS
SECTION 1 INTRODUCTION
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1.1. This document (“Supplementary Prospectus”) is dated 7 February 2013 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility as to the content of this Supplementary Prospectus.
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1.2. This Supplementary Prospectus contains particulars of changes to, and supplements, the prospectus dated 11 December 2012 (“Original Prospectus”) issued by Robe Australia Ltd (“the Company”) to offer of up to 17,500,000 New Shares at 20 cents each with an attaching free Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 ( New Option ) to raise up to $3,500,000 (before costs) ( Offer ).
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1.3. This Supplementary Prospectus must be read together with the Original Prospectus. To the extent of any inconsistency between this Supplementary Prospectus and the Original Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Original Prospectus have the same meaning in this Supplementary Prospectus.
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1.4. The Company has issued both a printed and electronic version of this Supplementary Prospectus and the Original Prospectus. Electronic versions of both may be accessed at www.mongolian-resources.com.
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1.5. This Supplementary Prospectus and the Original Prospectus are important documents that should be read in their entirety. If you have any questions about the Shares being offered under the Original Prospectus or any other matter, you should consult your professional advisers.
SECTION 2 REASONS FOR SUPPLEMENTARY PROSPECTUS AND ITS EFFECT
2.1. Reasons for the issue of the Supplementary Prospectus
This Supplementary Prospectus has been prepared as an application for the admission to quotation of securities to be issued under the Original Prospectus which was not made within 7 days after the date of the original prospectus dated 11 December 2012. Accordingly, the Company was required to remedy this breach of the lodgement deadline by applying for a Relief Instrument from ASIC, which has the effect of deeming that the application for the admission to quotation of securities was made within the statutory deadline.
2.2.
ASIC Declaration
By a declaration pursuant to ASIC Instrument 13-0131 made on 7 February 2013 pursuant to section 741(1)(b) of the Corporations Act 2001 (Cth), sections 723(3)(a) and 724(1)(b)(ii) of the Corporations Act 2001 (Cth) apply in respect of this Supplementary Prospectus as if section 723(3)(a) of the Act were modified or varied by replacing the words ‘7 days’ with ‘37 days’.
2.3. Status of Offers
As at the date of this Supplementary Prospectus, the Company has received no valid applications from any Applicants under the Original Prospectus. The Company confirms that no Applications are yet to be processed and no Shares have been issued to Applicants.
ROBE AUSTRALIA LIMITED SUPPLEMENTARY PROSPECTUS DATED 7 February 2013
Action Required by Investors if any HAD previously submitted an Application Form under the Offers
A copy of the Supplementary Prospectus would be sent to all Applicants who have subscribed for Shares under the Original Prospectus prior to the date of this Supplementary Prospectus in accordance with section 724 of the Corporations Act 2001 (Cth) . The Directors believe that the changes set out in this Supplementary Prospectus are not materially adverse from the point of view of an Applicant. Accordingly, no action needs to be taken if you have already subscribed for Shares under the Original Prospectus.
Any investor who wishes to obtain a refund should write to the Company’s Corporate Advisor at the following address:
Robe Australia Ltd C/- Salmon Giles Corporate Level 2, 409 St Kilda Rd MELBOURNE VIC 3004
If you do not wish to withdraw your application, you do not need to take any action.
Application required for Investors who HAVE NOT submitted an Application Form under the Offers
The Offer of Shares is made in the Original Prospectus (as supplemented by this Supplementary Prospectus). If you wish to apply for Shares and have not yet completed an Application Form, please complete and return an Application Form which is attached to the Original Prospectus. The Application Form must be received by 5.00pm AEST on the Closing Date (as specified in the Indicative Timetable in section 3 below) and must be completed in accordance with the instructions in the Original Prospectus and the Application Form.
ROBE AUSTRALIA LIMITED SUPPLEMENTARY PROSPECTUS DATED 7 February 2013
SECTION 3 CONTENT SUPPLEMENTED
The Original Prospectus is supplemented by making the following amendments to the Original Prospectus:
Section 4.5 – Page 17 of the Original Prospectus
Indicative Timetable
The Directors have resolved that the Closing Date for the Priority Offer is 11 February 2013 and the General Offer is 18 February 2013. Completed Application Forms must be forwarded to Computershare Investor Services Pty Ltd by no later than 5.00pm AEST on 18 February 2013.
The indicative timetable for the Offer is now as follows:
Lodgement of Original Prospectus with ASIC 11 December 2012 Lodgement of Appendix 1A with ASX 17 January 2013 Closing Date for Priority Offer Applications 11 February 2013 Closing Date for General Offer Applications 18 February 2013 Allotment of Shares under the Original Prospectus on a 4 March 2013 post-Consolidation basis Expected date for re-quotation of the Company’s Securities 11 March 2013 on ASX (subject to satisfaction of Chapters 1 and 2 of the ASX Listing Rules).
SECTION 4 CONSENTS
The following persons have given, and not withdrawn their consent prior to the lodgment of this Supplementary Prospectus with ASIC:
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(a) MahoneyLiotta as Mongolian legal advisors to the Company;
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(b) Xstract Mining Consultants Pty Ltd as independent geologists of the Company;
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(c) BDO Corporate Finance (WA) Pty Ltd as Investigating Accountant; and
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(d) Salmon Giles Corporate as Corporate Advisor to the Company.
Each party in this Section 4:
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(a) does not make, or purport to make, any statement in this Supplementary Prospectus or on which a statement made in the Supplementary Prospectus is based other than as specified in this consent; and
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(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Supplementary Prospectus other than a reference to its name and a statement included in this Supplementary Prospectus with the consent of that party as specified in this consent.
ROBE AUSTRALIA LIMITED SUPPLEMENTARY PROSPECTUS DATED 7 February 2013
SECTION 5 DIRECTORS’ AUTHORISATION
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5.1. This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. The Directors believe that the Original Prospectus, when read together with this Supplementary Prospectus, contains all the information that would be required by sections 710 and 711 of the Corporations Act 2001 (Cth) and does not contain any material statement that is misleading or deceptive.
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5.2. In accordance with section 720 of the Corporations Act 2001 (Cth) , each Director has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent prior to lodgement.
Signed for and on behalf of Robe Australia Limited:
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Peter Reilly Chairman
Dated: 7 February 2013
ROBE AUSTRALIA LIMITED SUPPLEMENTARY PROSPECTUS DATED 7 February 2013