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IONDRIVE LIMITED — Capital/Financing Update 2012
Mar 21, 2012
65132_rns_2012-03-21_8cec13ab-a29a-4302-896a-e4226b30cba1.pdf
Capital/Financing Update
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22 March 2012
Company Announcements Office, ASX Securities Limited, 20 Bridge Street, SYDNEY, NSW 2000
Dear Sir/Madam,
NOTICE UNDER SECTION 708AA OF THE CORPORATIONS ACT
Southern Gold Limited (ASX: SAU) ( SAU ) refers to its Offer Memorandum and Appendix 3B lodged with ASX on 7 March 2012 in relation to a fully underwritten two (2) for seven (7) non‐renounceable pro‐rata rights issue priced at $0.043 per new SAU share ( Rights Issue ).
This notice is given under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (the Act ).
SAU advises that:
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(1) the securities offered under the Rights Issue will be offered for issue without disclosure to investors under Part 6D.2 of the Act;
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(2) as at the date of this notice, SAU has complied with the provisions of Chapter 2M of the Act as they apply to SAU and section 674 of the Act;
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(3) as at the date of this notice there is no information that is excluded information under section 708AA(8) and (9) of the Act that has not already been disclosed to investors generally or in the Offer Memorandum and Appendix 3B lodged on 7 March 2012;
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(4) the potential effect the Rights Issue will have on the control of SAU is as follows (based on the issued share capital of SAU as at the date of this notice):
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(a) If all shareholders take up their entitlements under the Rights Issue, the Rights Issue will have no effect on the control of SAU.
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(b) If Integra Mining Ltd ( Integra ) and all SAU Board members take up their entitlements under the Rights Issue in full (as they have undertaken to do), no other shareholder takes up their entitlement under the Rights Issue, and BBY Ltd (the Underwriter ) does not procure the sub‐underwriting of any shortfall, the percentage of the total issued share capital of SAU controlled by the Underwriter will increase from 0% to 19.6%.
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(c) If Integra and all SAU Board members take up their entitlements under the Rights Issue in full (as they have undertaken to do), no other shareholder takes up their entitlement under the Rights Issue, Integra’s subscription for shares under the Rights Issue is (in accordance with the Share Subscription Agreement between SAU and Integra dated 31 January 2012) scaled back such that the percentage of the total issued share capital of SAU held by Integra following allotment of the Rights Issue shares is not more than 15%, the Underwriting Agreement between SAU and the Underwriter is, for whatever
Southern Gold Limited Ground Floor, Unit 1 PO Box 255 email [email protected] telephone 08 8368 8888 ABN 30 107 424 519 229 Greenhill Road Kent Town web southerngold.com.au facsimile 08 8431 5619 Dulwich SA 5065 SA 5071
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reason, terminated, and Integra’s right pursuant to the Subscription Agreement to elect to underwrite the shortfall under the Rights Issue is capped so that Integra will not hold not more than 15% of SAU’s issued share capital, the percentage of the total issued share capital of SAU controlled by Integra will increase from 10% to 15%.
- (5) The consequences of the potential effect on control of SAU referred to in paragraphs 4(b) and 4(c) above will be an increase in the voting power of the parties referred to in those paragraphs by an amount equal to the percentage increase in their control of SAU’s undiluted share capital. Given the maximum control that any of the parties will have post the Rights Issue is 19.6% (based on the issued share capital of SAU as at the date of this notice), the Board is of the view that none of the parties will control SAU within the meaning of section 50AA(1) of the Corporations Act.
Dated this 22nd day of March 2012
By order of the Board
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Greg Boulton Chairman Southern Gold Limited
Southern Gold Limited Ground Floor, Unit 1 PO Box 255 email [email protected] telephone 08 8368 8888 ABN 30 107 424 519 229 Greenhill Road Kent Town web southerngold.com.au facsimile 08 8431 5619 Dulwich SA 5065 SA 5071