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HYTERRA LTD — Capital/Financing Update 2015
Mar 19, 2015
65084_rns_2015-03-19_aa31bdbf-5e9b-4f65-b763-e9c0d467b241.pdf
Capital/Financing Update
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20 March 2015
Dear Fellow Shareholder
Invitation to Participate in Shareholder Share Purchase Plan
On 20 March 2015, Triple Energy Limited ( Triple Energy or Company ) announced its intention to offer shareholders the opportunity to participate in a share purchase plan to subscribe for additional shares in the Company ( Plan ).
The Board of Directors of the Company is now pleased to make that offer to eligible shareholders on the terms and conditions enclosed with this letter.
Shareholders Eligible to Participate in the Plan
The right to participate in the offer under the Plan is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the capital of Triple Energy ( Shares ) at 5.00pm (WST) on the Record Date of 19 March 2015 and whose registered address is in Australia or New Zealand ( Eligible Shareholders ).
Share Purchase Plan
The Board is offering all Eligible Shareholders an opportunity to participate in the Plan. Details of the Offer are set out in this letter and the enclosed Terms and Conditions together with an Entitlement and Acceptance Form.
The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to $15,000 worth of Shares at a price of 0.6 cents per new Share ( Offer ). The Offer price is equal to the last recorded sale price immediately prior to the announcement date of the Offer and is equal to the subscription price under the Tranche 2 Placement of Shares to Blue Sky Power Holdings, which is subject to approval by shareholders at a meeting to be held on 24 April, 2015, the closing date of the Offer.
The average market price of the Shares on the Australian Securities Exchange Limited ( ASX ) during the 5 trading days (on which sales were recorded) immediately prior to the announcement date of the Offer was 0.528 cents and the Offer price represents a 13.66% premium to that average price.
Current Projects
Details of the Company’s current activities are set out in the announcements made by Triple Energy to the ASX and are available from the ASX (ASX Code: TNP) or the Company’s website at http://www.tripleenergy.net.
The funds raised under the Plan will be used by the Company to increase working capital and to fund the Company’s 2015 drilling activities at its Coal Mine Gas ( CMG ) project located in the Heilongjiang province in the People’s Republic of China.
Triple Energy Ltd ACN 116 829 675 Unit 15, Level 1, 100 Railway Road, Subiaco, WA 6008 Tel +61 8 9381 3322
Mobile +61 408557821 Email [email protected] Web www.tripleenergy.net
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How much can you invest?
Under the Plan, Eligible Shareholders may acquire up to a maximum of $15,000 worth of Shares under the Plan. The minimum subscription for shares is $2,000.
The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).
Subscription and Application Procedure
If you would like to participate in the Offer, please follow the application instructions on the enclosed Entitlement and Acceptance Form, and make a BPay® payment or complete the Entitlement and Acceptance Form and mail it together with your cheque for the subscription monies for the Shares you wish to acquire to Security Transfer Registrars on or before the Closing Date of 5:00pm (WST) on 24 April 2015 . No late applications will be accepted.
Eligible Shareholders may participate by selecting one of the following Offers to purchase Shares under the Plan:
| Amount | Number of Shares | |
|---|---|---|
| Offer A | $15,000.00 |
2,500,000 |
| Offer B | $12,000.00 |
2,000,000 |
| Offer C | $6,000.00 |
1,000,000 |
| Offer C | $2,000.00 |
333,333 |
Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date of 5:00pm (WST) on 24 April 2015.
The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).
Purchase Price and Acceptance of Risk Factors
The purchase price of Shares under the Offer is 0.6 cents, which is the same price as the Company’s proposed placement to Blue Sky Power Holdings as detailed in the Company’s Notice of Meeting dated 18 March 2015.
On the trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was 0.6 cents. The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are allotted to you as a result of your acceptance of this Offer. This means that the subscription price you pay for the Shares may exceed the market price of the Shares at the date of allotment of Shares under this Offer.
By accepting the Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that , Shares are a speculative investment and the price of Shares on ASX may change
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Triple Energy Limited – Share Purchase Plan
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between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly.
The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.
Additional Information and Important Dates
The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over $15,000. Shares allotted under the Plan will be issued as soon as practicable after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.
The maximum number of Shares that may be issued pursuant to this Offer is approximately 125 million ordinary fully paid shares. In the event of an oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back all applications on a pro-rata basis.
If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.
Shortfall Placement
In the event that less than the maximum number of Shares are applied for pursuant to this Offer, the shortfall may be placed at the discretion of the directors.
Indicative Timetable
| Event | Date |
|---|---|
| Record Date(5:00pm WST) | 19 March 2015 |
| Announcement of Plan | 20 March 2015 |
| OpeningDate of Offer | 20 March 2015 |
| ClosingDate of Offer | 24 April 2015 |
| Issue of Shares under the Plan* | 1 May2015 |
| Dispatch date for holdingstatements* | 1 May2015 |
| Quotation of Shares on ASX* | 4 May2015 |
*These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Entitlement and Acceptance Forms as early as possible.
Further Assistance
Should you wish to discuss any information contained in this letter further, please do not hesitate to contact the Company’s registrars, Security Transfer Registrars on (08) 9315 2333 or Alex Neuling, Company Secretary on (08) 9321 0771.
Yours faithfully
Paul Underwood Managing Director 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
The purpose of the Shareholder Share Purchase Plan ( the Plan ) is to offer shareholders of Triple Energy Limited ( Triple Energy or the Company ) the opportunity to acquire additional fully paid ordinary shares in the Company ( Company Shares ) up to a maximum of $15,000 when combined with any shares issued under any share purchase plan in the 12 months preceding the date of the Plan) at an issue price of 0.6 cents per Share (which represents a 13.66% premium to the average market price of Company Shares during the period 5 trading days (on which trading was recorded) immediately prior to the date the Plan was announced on the financial market operated by ASX Limited ( ASX )) without the need to pay brokerage costs and without the need for Company to issue a Prospectus, upon such terms and conditions as the board of directors of Company, in its absolute discretion, sees fit.
Shareholders eligible to participate
Eligible shareholders of Company Shares that are registered with an Australian or New Zealand address at the relevant record date may participate in the Plan. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the Plan.
Participation in the Plan is optional and is subject to these terms and conditions. Offers made under the Plan are non-renounceable (i.e. eligible shareholders may not transfer their rights to any Company Shares offered under the Plan).
An offer may, at the discretion of the directors of Company, be made under the Plan once a year. The maximum amount, which any shareholder may subscribe for in any consecutive 12 month period, is $15,000. The directors of the Company may also determine in their discretion the minimum amount for participation, the multiple of Company Shares to be offered under the Plan and the period the offer is available to eligible shareholders.
Custodians, trustees and nominees
If you are an eligible shareholder and hold the Triple Energy shares as a custodian (as defined in ASIC Class Order CO 09/425 (refer below) ( Custodian ) or in any more specific ASIC relief granted to the Company in relation to the Plan), you may apply for up to the maximum of new Shares for each beneficiary for whom you act as custodian provided you annexe to your Entitlement and Acceptance Form a certificate to the Company ( Custodian Certificate ) with the following information:
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that you held Shares in the Company on behalf of one or more other persons (each a Participating Beneficiary ) at 5:00pm (WST) on 19th March 2015 who have subsequently instructed you to apply for Shares under the Plan on their behalf;
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the number of Participating Beneficiaries and their names and addresses;
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the number of Shares that you hold on behalf of each Participating Beneficiary;
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the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their behalf;
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that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act plus the application price for any other Shares issued to you as custodian for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $15,000;
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that a copy of the written offer document was given to each beneficiary; and
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where you hold shares on behalf of a beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.
For the purposes of ASIC Class Order CO 09/425 you are a ‘custodian’ if you are a registered holder that:
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holds an Australian financial services licence that allows you to perform custodian or depositary services or operate IDPS accounts;
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is exempt from holding an Australian financial services licence by virtue of Class Order CO 03/184 or by relying on the Australian financial services licence of your master custodian under regulation 7.1.06(k) of the Corporations Regulations 2001 ;
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is a trustee of a self managed superannuation fund;
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is a trustee of superannuation master trusts;
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is a responsible entity of IDPS like schemes;
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is noted on the Company’s register of members as holding the shares on account of another person.
If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner describes above. In this case, the rules for multiple single holdings (above) apply.
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Triple Energy Limited – Share Purchase Plan
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Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request Custodian Certificate and if you would like further information on how to apply, you should contact Security Transfer Registrars at any time from 8.30am to 5.00pm (WST) Monday to Friday during the Offer period.
The Company reserves the right to reject any application for Plan Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions.
Price of Company Shares
The issue price of Company Shares to be issued under the Plan will be 0.6 cents, which represents a 13.66% premium to the average market price of Company Shares quoted on ASX during the period 5 trading days immediately prior to the date the Plan was announced.
Applications and Notices
At the discretion of the directors of the Company, the Company will send eligible shareholders a letter of offer and acceptance procedures, inviting them to subscribe for Shares under the Plan, and accompanied by the terms and conditions of the Plan and an entitlement & acceptance form. Applications will not be accepted after the closing date of an offer. Over subscriptions to an offer may be refunded without interest.
Notices and statements made by the Company to participants may be given in any manner prescribed by its Constitution.
Placement of Shortfall
Any shortfall from the Offer may be placed at the discretion of the Directors.
Issue of Shares
Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by the Directors of the Company in the relevant offer.
Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue.
Shareholding statements or CHESS notification will be issued in respect of all Shares issued under the Plan. The Company will, promptly after the issue of Shares under the Plan, make application for those Shares to be listed for quotation on the official list of ASX.
Modification and Termination of the Plan
The Company may modify or terminate the Plan at any time. The Company will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.
Without limiting the above, the Company may issue to any person fewer Shares than the person applied for under the Plan if the issue of the Shares applied for would contravene any applicable law or the Listing Rules of ASX.
Dispute Resolution
The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.
The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.
Questions and Contact Details
If you have any questions regarding the Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Alex Neuling, Company Secretary on (08) 9321 0771.
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Triple Energy Limited – Share Purchase Plan
SHARE PURCHASE PLAN APPLICATION FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.
REGISTERED OFFICE:
TRIPLE ENERGY LIMITED
UNIT 15, LEVEL 1 100 RAILWAY ROAD SUBIACO WA 6008 AUSTRALIA
ACN: 116 829 675
«HOLDER_NAME» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «ADDRESS_LINE_4» «ADDRESS_LINE_5» SAMPLE
SHARE REGISTRY: Security Transfer Registrars Pty Ltd
All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au Code: TNP Holder Number: Record Date: 19 March 2015
NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 24 APRIL 2015
(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only)
| TOTAL SUBSCRIPTION AMOUNT | TOTAL SUBSCRIPTION AMOUNT | TOTAL SUBSCRIPTION AMOUNT | ||||||
|---|---|---|---|---|---|---|---|---|
@ $0.006 PER SHARE |
NUMBER OF SHARES | |||||||
| OFFER A– Maximum amount | $ |
15,000 | 2,500,000 | |||||
| OFFER B | $ 12,000 |
|||||||
| 2,000,000 | ||||||||
| OFFER C | $ | 6,000 | 1,000,000 | |||||
| OFFER D ~~SAMP~~ |
$ 2,000 ~~LE~~ |
|||||||
| OFFER D |
333,333 | |||||||
(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).
(3) I/We agree to be bound by the terms of the SPP.
(4) I/We hereby agree to accept any lesser number of new Shares applied for.
(5) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $15,000 worth of Shares) does not exceed $15,000 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation and Custodian Certification - see overleaf for details. (6) My/Our contact details in case of enquiries are:
NAME TELEPHONE NUMBER
( )
EMAIL ADDRESS
@
BPAY PAYMENT OR THE RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER. You do not need to return this form if you have made payment via BPAY.
PAYMENT INFORMATION - Please also refer to payment instructions overleaf. REGISTRY DATE STAMP CHEQUE / MONEY ORDER Biller code: 159483 SAMPLE All cheques (expressed in Australian currency) are to Ref: EFT_REFERENCE_NUMBER be made payable to TRIPLE ENERGY LIMITED and crossed "Not Negotiable". BPAY® this payment via internet or phone banking. Your BPAY® reference number is unique to this offer and is not to be used for any other offer. E & O.E.
5 TNP
SPP5OFFERV1
LODGEMENT INSTRUCTIONS
PAYMENT INFORMATION
Biller code: 159483 SAMPLE
CHEQUE / MONEY ORDER
All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".
Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.
BPAY® this payment via internet or phone banking. Your reference number is quoted on the front of this form.
Multiple acceptances must be paid separately.
Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.
Your BPAY reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.
CERTIFICATION
By making payment for the application monies, I/we hereby:
- Acknowledge that I/we have read and understood the Terms of the SPP;
Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.
Do not forward cash as receipts will not be issued.
When completed, this form together with the appropriate payment should be forwarded to the share registry:
Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.
Applications must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on the closing date.
LIMITATION ON PARTICIPATION
The maximum subscription limitation of $15,000 will apply even if an eligible Holder has received more than one form (whether in respect of a joint holding or because the eligible Holder has more than one holding under separate Security accounts).
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Agree to be bound by the Terms of the Constitution of the Company and the SPP;
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Agree to accept any lesser number of new Securities than the number of Securities applied for; and
CUSTODIAN CERTIFICATION
- (If not a Custodian as defined in ASIC Class Order 09/425) Certify that the amount of Securities subscribed for by me/us pursuant to the SPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.
If you are a Custodian (as defined in ASIC Class Order 09/425), you must submit a custodian certificate to TRIPLE ENERGY LIMITED. If you did not receive a custodian certificate, contact Security Transfer Registrars Pty Limited. If you need further information to determine whether you are a Custodian, refer to the terms and conditions of the Plan which accompany this Share Purchase Plan Application Form or contact Security Transfer Registrars Pty Limited.
ENQUIRIES
All enquiries should be directed to the Company's share registry:
Security Transfer Registrars Pty Ltd
PO Box 535, Applecross WA 6953 AUSTRALIA
770 Canning Highway, Applecross WA 6153 AUSTRALIA
Telephone +61 8 9315 2333
Facsimile +61 8 9315 2233
Email: [email protected]
PRIVACY STATEMENT
Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.
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SPP5OFFERV1