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HYTERRA LTD — Capital/Financing Update 2013
May 21, 2013
65084_rns_2013-05-21_6d849460-53e9-4423-a4a3-d6d0ff6e98b7.pdf
Capital/Financing Update
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1 7 May 2013
D e ar Fellow S hareholder
Invitation to Participate in Shareholder Share Purchase Plan
O n 16 May 2 013, Triple Energy Li m ited ( Triple Energy o r Company ) announced its inte n tion to offer shareholders t he opportunity to participate in a share purc h ase plan t o subscribe for additio n al shares i n th e Company ( Plan ).
T h e Board of Directors o f the Comp a ny is now pleased to make that o ffer to eligi b le shareh o lders on th e te r ms and co n ditions enclosed with t h is letter.
Shareholders Eligible to Participate in the Plan
T h e right to participate i n the offer under the Pl a n is optio n al and is a v ailable exclusively to s hareholder s w h o are regi s tered as h o lders of f u lly paid or d inary shar e s in the c a pital of Tri p le Energy ( Shares ) a t 5. 0 0pm (WS T ) on the R e cord Date o f 15 May 2 013 and w h ose regist e red address is in Australia or Ne w Z e aland ( Eligible Shareholders ).
Share Purchase Plan
T h e Board is p leased to o ffer to all Eligible Shar e holders an o pportunity to participa t e in the Plan. Details of the Offer are set out in this letter a n d the encl o sed Terms and Conditi o ns togeth e r with an E n titlement and Acceptan c e Form.
T h e Plan enti t les Eligible Sharehold e rs in the C ompany, ir r espective o f the size o f their sha r eholding, t o purchase up t o $15,000 w orth of Sh a res at a pri c e equal to a 14% discount to the average m a rket price o f th e Company’s shares on ASX durin g the 5 tradi n g days im m ediately pr i or to the a n nounceme n t date of th e Offer, being 2 . 2 cents per new Share ( Offer ).
T h e average m arket pric e of the Sh a res on the A ustralian S ecurities E x change Li m ited ( ASX ) during the 5 tr a ding days i m mediately prior to the announce m ent date of t he Offer w a s 2.6 cents.
Current Projects
D e tails of the Company’s current act i vities are s e t out in th e announce m ents mad e by Triple E nergy to th e A S X and a re available from the ASX (ASX Co d e: TNP) or the C ompany’s website a t http://www.tripleenergy.net.
T h e funds rai s ed under t h e Plan will be used b y the Comp a ny to incre a se workin g capital an d to fund th e C o mpany’s c u rrent drilli n g activitie s at its Co a l Mine G a s ( CMG ) p roject loca t ed in the Heilongjian g pr o vince in th e People’s R epublic of C hina.
Tri p le Energy Ltd A CN 116 829 675 U nit 15, Level 1 , 100 Railway R oad, Subiac o , WA 6008 Tel +61 8 93 8 1 3322 Mob i le +61 408557 8 21 Email und e rwoodpw@tr i pleenergy.ne t Web www.tri p leenergy.net
How much can you invest?
U n der the Plan, Eligible S hareholder s may acqu i re up to a m aximum of $15,000 w o rth of Shar e s under th e Pl a n. The minimum subs c ription for shares is $2,000.
T h e maximu m investme n t any sha r eholder m a y apply f o r will rem a in $15,000 even if a shareholder re c eives mor e than one O ffer (whet h er in respe c t of a joint holding or because th e shareholder has mor e th a n one hold i ng under a separate a c count).
Subscription and Application Procedure
If y ou would like to participate in t h e Offer, p l ease follo w the appli c ation instructions on t h e enclose d E n titlement and Accept a nce Form, and mak e a BPay ® payment or comple t e the Enti t lement an d A c ceptance F o rm and m a il it togethe r with your c heque for t h e subscrip t ion monies for the Sha r es you wis h to acquire to Security Tr a nsfer Registrars on o r before th e Closing Date of 5:00pm (WST) on 5 June 2013 . No lat e applications will be ac c epted.
Eligible Shareholders ma y participat e by selecting one of th e following O ffers to pur c hase Shar e s under th e Pl a n:
| Amount Num ber of Shar es |
|
|---|---|
| Offer A $15,000.00 681,81 8 |
|
| Offer B $10,000.00 454,54 5 |
|
| Offer C $5,000.00 227,27 3 |
|
| Offer C $2,000.00 90,909 |
O n ce an application has b een made it cannot b e revoked. A ll valid ap p lications sh a ll be deemed accepte d if r eceived be f ore the Clo s ing Date o f 5:00pm ( W ST) on 5 J u ne 2013. T h e maximu m investme n t any sha r eholder m a y apply f o r will rem a in $15,000 even if a shareholder re c eives mor e than one O ffer (whet h er in respe c t of a joint holding or because th e shareholder has mor e th a n one hold i ng under a separate a c count).
Purchase Price and Acceptance of Risk Factors
T h e purchas e price of Shares under the Offer is 2.2 cent s , which is the same p rice as th e Company’ s re c ent place m ent to soph i sticated an d institution a l investors as announ c ed on 16 A p ril 2013.
O n the tradin g day imme d iately prior to the announcement d ate of the O ffer, the cl o sing price o f the Share s tr a ded on AS X was 2.8 cents. The m arket pric e of the Sh a res in the C ompany m a y rise and fall betwee n th e date of th e Offer and the date th a t any Shar e s are allott e d to you a s a result of your acceptance of thi s Offer. This m e ans that t h e subscript i on price y o u pay for t h e Shares m ay exceed the market price of th e S h ares at the date of allo t ment of Sh a res under this Offer.
B y accepting the Offer and applying for Sh a res under the Plan, e ach Eligi b le Shareh o lder will b e acknowledgin g that alth o ugh the p u rchase price is at a discount t o the mark e t price, S h ares are a speculative investment a n d the pric e of Shares on ASX may change between th e date of t h e Compan y
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Triple Energy Limited – Share Purchase Plan
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announcing it s intention t o make an Offer and t he date of issue of S h ares under that Offer and that th e value of the S h ares recei v ed under t h e Plan ma y rise or fall a ccordingly.
T h e Board re c ommends that you obt a in your ow n financial advice in rel a tion to the O ffer and c o nsider pric e m o vements o f Shares in t he Compa n y prior to a c cepting thi s Offer.
Additional Information and Important Dates
T h e Offer cannot be tr a nsferred and the Dir e ctors of t h e Compa n y reserve the right t o reject an y a p plication o v er $15,000 . Shares a l lotted under the Plan w ill be issu e d as soon as practicable after th e Cl o sing Date of the Offe r . Applicati o n for quot a tion on AS X of the ne w Shares w i ll be made immediatel y following the i s sue of tho s e Shares.
T h e maximu m number o f Shares th a t may be i s sued pursuant to this O ffer is approximately 2 2.73 millio n or d inary fully paid share s . In the e v ent of an o v ersubscrip t ion by the Closing Da t e the Dire c tors may, i n th e ir absolute discretion, s cale-back a ll applicati o ns on a pro-rata basis.
If t he Compa n y rejects o r scales-ba c k an appli c ation or pu r ported application, the Company w ill promptl y re t urn to the shareholder t he relevant application monies, wi t hout intere s t.
Shortfall Placement
In the event t h at less tha n the maxim u m number of Shares a re applied f o r pursuant to this Offe r , the shortfall may b e placed a t the discret i on of the di r ectors.
Indicative Timetable
| R ecord Date (5:00pm W ST) |
15M ay2013 |
|---|---|
| A nnounceme nt of Plan |
16M ay2013 |
| O peningDate of Offer |
22M ay2013 |
| C losingDate of Offer |
5 Ju ne 2013 |
| Is sue of Shar es under th e Plan* |
12J une 2013 |
| D ispatch date for holding statements * |
13J une 2013 |
| Q uotation of Shares onA SX* |
13J une 2013 |
These dates are indicati v e only. Th e Company may vary t h e dates an d times of th e Offer with o ut notice. A c cordingly, s hareholder s are encou r aged to su b mit their E n titlement a n d Accepta n ce Forms as early as p o* ssible.
Further Assistance
S h ould you wish to discu s s any infor m ation cont a ined in this letter furth e r, please d o not hesita t e to contac t th e Company’s registrars , Security T r ansfer Reg i strars on (08) 9315 23 3 3 or Alex Neuling, Co m pany S e cretary on ( 08) 9321 0 7 71.
Y o urs faithfull y
Paul Underwood Executive Chairman TRIPLE ENERGY LIMITED
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Triple Energy Limited – Share Purchase Plan
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TRIPLE ENERGY LIMITED ACN 116 829 675
Shareholder Share Purchase Plan
Terms and Conditions Purpose
Th e purpose of t h e Shareholder Share Purcha s e Plan ( the Plan ) is to offer s hareholders o f Triple Energy Limited ( Triple Energy or th e Company ) the op p ortunity to acquire additional f ully paid ordin a ry shares in th e Company ( Company Shares ) up to a maxi m um of $15,00 0 wh e n combined w i th any shares issued under a n y share purch a se plan in the 1 2 months preceding the date o f the Plan) at a n issue price o f 2.2 cents per Sh a re (which repr e sents a 14% d iscount to the average mark e t price of Com p any Shares d u ring the perio d 5 trading days im m ediately prior to the date th e Plan was announced on the financial mark e t operated by ASX Limited ( ASX )) without t he need to pa y br o kerage costs a nd without the need for Com p any to issue a Prospectus, u pon such ter m s and conditio n s as the boar d of directors o f Co m pany, in its a b solute discreti o n, sees fit.
Shareholders eligible to participate
Eli g ible sharehold e rs of Compan y Shares that ar e registered with an Australian or New Zealand address at th e relevant reco r d date may pa r ticipate in the P lan. Due to foreign securities laws, it is not p r actical for shar e holders resident in other cou n tries to be offe r ed the op p ortunity to participate in the Plan.
Pa r ticipation in th e Plan is option a l and is subjec t to these terms and conditions. Offers made u nder the Plan a re non-renoun c eable (i.e. eli g ible sharehold e rs may not tra n sfer their right s to any Compa n y Shares offer e d under the Pl a n).
An offer may, at the discretion of t he directors of Company, be m ade under the Plan once a ye a r. The maxim u m amount, whi c h any sh a reholder may s ubscribe for in a ny consecutiv e 12 month period, is $15,000. The directors o f the Company may also dete r mine in their dis c retion the minimum amount f o r participation, the multiple of C ompany Shar e s to be offered under the Plan and the period the offer is av a ilable to eligibl e shareholders.
Custodians, trustees and nominees
If y o u are an eligi b le shareholder a nd hold the Triple Energy sh a res as a custo d ian (as defined in ASIC Class Order CO 09/4 2 5 (refer below ) ( Custodian ) or in a ny more specific ASIC relief g ranted to the C ompany in rela t ion to the Plan ) , you may appl y for up to the m aximum of ne w Sh a res for each b e neficiary for w h om you act as custodian prov i ded you annex e to your Entitl e ment and Acc e ptance Form a certificate to th e Co m pany ( Custodian Certificate ) with the follo w ing informatio n :
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that you hel d Shares in the Company on b e half of one or m ore other per s ons (each a Participating Beneficiary ) at 5: 0 0pm (WST) on 15th May 2013 who have su b sequently inst r ucted you to a p ply for Shares under the Plan on their behalf;
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the number o f Participating Beneficiaries a n d their names and addresses ;
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the number o f Shares that y ou hold on behalf of each Par t icipating Benef i ciary;
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� the dollar a m ount of Share s that each Part i cipating Benefi c iary has instru c ted you, eithe r directly or indi r ectly through another custodian, t o apply for on t h eir behalf;
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that the application price fo r Shares applie d under the Off e r for each Part i cipating Benefi c iary for whom you act plus th e application price for an y other Shares i s sued to you a s custodian for that Participatin g Beneficiary u n der any arran g ement similar t o the Plan in th e prior 12 mo n ths does not e x ceed $15,000;
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that a copy o f the written of f er document w a s given to each beneficiary; and
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where you hold shares on b ehalf of a beneficiary indirectl y , through one o r more interpo s ed custodians, the name and a ddress of eac h interposed custodian.
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Fo r the purposes o f ASIC Class O rder CO 09/42 5 you are a ‘cu s todian’ if you are a registered holder that:
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holds an Au s tralian financi a l services licen c e that allows y o u to perform custodian or de p ositary service s or operate ID P S accounts;
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� is exempt fr o m holding an A ustralian finan c ial services lic e nce by virtue of Class Order C O 03/184 or b y relying on the A ustralian financial ser v ices licence of your master c u stodian under r egulation 7.1.0 6 (k) of the Cor p orations Regul a tions 2001 ;
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� is a trustee o f a self manag e d superannua t ion fund;
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is a trustee o f superannuati o n master trust s ;
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is a respons i ble entity of ID P S like schemes;
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� is noted on the Company’s register of me m bers as holdin g the shares on account of ano t her person.
If y o u hold Shares as a trustee or nominee for a n other person o r persons but a r e not a Custod i an as defined a bove, you can n ot participate for beneficiaries in the manner describes above. In this case, th e rules for multi p le single holdi n gs (above) ap p ly.
Cu s todians shoul d request a Cus t odian Certifica t e when makin g an application on behalf of P a rticipating Ben e ficiaries. To re q uest Custodia n Ce r tificate and if y o u would like further informati o n on how to ap p ly, you should contact Security Transfer Reg i strars at any ti m e from 8.30am to 5.00pm (WST) Monda y to Friday duri n g the Offer per i od.
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Triple Energy Limited – Share Purchase Plan
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Th e Company res e rves the right to reject any ap p lication for Plan Shares to the extent it consi d ers that the ap p lication (whet h er alone or in co n junction with o t her application s ) does not co m ply with these r equirements. T he Company r e serves the rig h t to reject appli c ations in ac c ordance with t h ese Terms an d Conditions.
Price of Company Shares
Th e issue price of Company Shares to be issued under the Plan will be 2.2 cen t s, which repre s ents a 14% di s count to the av e rage market pri c e of Company Shares quoted on ASX during the period 5 tr a ding days imm e diately prior to the date the Pl a n was announced. Applications and Notices
At t he discretion o f the directors o f the Company , the Company w ill send eligibl e shareholders a letter of offer and acceptanc e procedures, inv i ting them to su b scribe for Shares under the P lan, and acco m panied by the t e rms and cond i tions of the Plan and an entitl e ment & ac c eptance form. Applications will not be accepted after the clo s ing date of an offer. Over su b scriptions to a n offer may be r e funded withou t int e rest. No t ices and state m ents made by the Company t o participants m ay be given in a ny manner pr e scribed by its C onstitution. Placement of Shortfall
An y shortfall from t he Offer may b e placed at the discretion of the Directors.
Issue of Shares
Sh a res to be issu e d under the Pl a n will be issue d as soon as re a sonably practi c able after the c losing date sp e cified by the Directors of the Co m pany in the r e levant offer. Sh a res issued un d er the Plan will rank equally in all respects wi t h all other fully paid ordinary s h ares in the Company from th e date of issue. Sh a reholding stat e ments or CHE S S notification w ill be issued in respect of all S hares issued under the Plan. The Company w ill, promptly aft e r the issue of S hares under th e Plan, make a p plication for th o se Shares to b e listed for qu o tation on the of f icial list of AS X .
Modification and Termination of the Plan
Th e Company ma y modify or ter m inate the Plan a t any time. T h e Company will notify ASX of a ny modificatio n to, or termination of, the Plan. Th e omission to give notice of an y modification t o , or terminatio n of, the Plan o r the failure of ASX to receive such notice will n ot invalidate the modification o r termination.
Wi t hout limiting th e above, the C o mpany may is s ue to any pers o n fewer Share s than the pers o n applied for u n der the Plan if the issue of th e Sh a res applied for would contrav e ne any applicable law or the L isting Rules of A SX. Dispute Resolution
Th e Company ma y , in any mann e r it thinks fit, s e ttle any difficulties, anomalies o r disputes whi c h may arise in connection wit h or by reason of the operation of the Plan, whet h er generally o r in relation to a n y participant, a pplication or S h ares. The de c ision of the Co m pany in this respect will be co n clusive and binding on all sha r eholders and o t her persons to whom that det e rmination relat e s.
Th e Company res e rves the right to waive strict c o mpliance with any provision of these terms a n d conditions. T he powers of t he Company un d er these condi t ions may be e x ercised by the d irectors of the Company or a n y delegate of t h e directors of t h e Company.
Questions and Contact Details
If y o u have any questions regardi n g the Plan or h ow to deal wit h this Offer, ple a se contact you r stockbroker o r professional a d viser or Alex Ne u ling, Compan y Secretary on ( 0 8) 9321 0771.
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Triple Energy Limited – Share Purchase Plan
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