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JAMESON RESOURCES LIMITED — Capital/Financing Update 2011
Nov 14, 2011
65152_rns_2011-11-14_c651e5a1-3b62-46cb-9038-c30c0c05dd98.pdf
Capital/Financing Update
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Level 2, 79 Hay Street Subiaco WA 6008 West Perth WA 6872
Telephone +61 8 9200 4473 Facsimile +61 8 9200 4463 www.jamesonresources.com.au
15 November 2011
Dear Jameson Shareholder
Non-Renounceable Entitlements Offer
On 20 October 2011, Jameson Resources Limited ( Company ) announced to the Australian Securities Exchange ( ASX ) its forthcoming entitlement issue offer to Eligible Shareholders (defined below).
The offer is a non-renounceable pro-rata entitlement issue offer to Eligible Shareholders on the basis of one (1) New Share for every six (6) Shares held at the Record Date, at an issue price of $0.10 per New Share ( Offer ) to raise approximately $1,775,481 before associated costs.
The Company has lodged a Prospectus with the Australian Securities and Investments Commission ( ASIC ) and ASX for the issue of up to 17,754,811 New Shares ( Prospectus ).
The Offer is fully underwritten by Capital Investment Partners Pty Ltd ( CIP or Underwriter ). The funds raised under the Offer, after the payment of the costs of the Offer, will be used to fund the acquisition, development of the Company’s newly acquired projects (as detailed in the Prospectus), and provide an additional working capital.
Shareholders registered as at 5:00pm (WST) on 22 November 2011 ( Record Date ) will be eligible to participate ( Eligible Shareholders ). The Offer under the Prospectus is made to Shareholders with registered addresses in Australia and New Zealand. Shareholders with a registered address outside of Australia and New Zealand will not be eligible to participate in the Offer. As the Offer is nonrenounceable, Eligible Shareholders will not be able to sell or otherwise transfer their entitlements.
The Prospectus and a personalised acceptance form will be dispatched to Eligible Shareholders (registered on the Record Date of 22 November 2011) on or around 28 November 2011.
Eligible shareholders who wish to subscribe for New Shares will need to complete and return the personalised acceptance form that will accompany the Prospectus.
The closing date for acceptances is anticipated to be 5.00pm (WST) on 12 December 2011 (unless the Offer is extended) and the Company will apply to ASX for official quotation of the New Shares.
Key dates for the Offer are set out below. These dates are indicative only and the Company reserves the right to vary them in consultation with the Underwriter, subject to requirements of the ASX Listing Rules.
In calculating the entitlements under the Offer fractions will be rounded up to the nearest whole number.
PO Box 1424, West Perth WA 6872 Ph: +61 8 9200 4473 Fax: +61 8 9200 4463 www.jamesonresources.com.au
Timetable and important dates*
The proposed timetable for the Offer is:
| Event | Date |
|---|---|
| Lodgement of Prospectus with ASIC and ASX | 11 November 2011 |
| Notice sent to Shareholders | 15 November 2011 |
| Shares quoted on an “ex” basis (date from which securities commence trading without the entitlement to participate in the Offer) |
16 November 2011 |
| Record Date for determining Shareholder entitlements (date for determining entitlements of eligible shareholders to participate in the Offer) |
22 November 2011 |
| OpeningDate and dispatch of Prospectus to Shareholders | 28 November 2011 |
| ClosingDate of Offer | 12 December 2011 |
| Securitiesquoted on a deferred settlement basis | 13 December 2011 |
| NotifyASX and Underwriter of under-subscriptions | 14 December 2011 |
| Despatch date/New shares entered into shareholders securityholdings | 20 December 2011 |
| Trading of New Shares issued pursuant to the Offer expected to commence on ASX |
21 December 2011 |
- The dates in respect of the Offer are determined based upon the current expectations of the Directors and may be changed with 6 Business Days prior notice.
Capital structure
The capital structure of the Company on completion of the issue will be as follows:
| Shares | Number |
|---|---|
| Shares currently on issue | 95,828,865 |
| Shares to be issued pursuant to the First Tranche Placement1 | 10,700,000 |
| Shares to be issued pursuant to the Second Tranche Placement1 | 500,000 |
| Shares to be issued to Dunlevy Shareholders2 | 12,000,000 |
| Shares to be issued to Nexx3 | 10,000,000 |
| Shares to be issued pursuant to the Offer | 17,754,811 |
| Total Shares on completion of the Offer | 146,783,676 |
| Performance Shares | Number |
|---|---|
| Total Performance Shares currentlyon issue4 | 10,000,000 |
| Total Performance Shares on completion of the Offer | 10,000,000 |
| Options | Number |
|---|---|
| Unlisted options currently on issue exercisable at $0.35 on or before 31 May 2012 | 175,000 |
| Unlisted options currently on issue exercisable at $0.50 on or before 31 March 2013 | 175,000 |
| Options to be issued pursuant to the First Tranche Placement1 | 3,566,667 |
| Options to be issued pursuant to the Second Tranche Placement1 | 166,667 |
| Options to be issued to Capital Investment Partners Pty Ltd5 | 4,000,000 |
| Total Options on completion of the Offer | 8,083,334 |
| Performance Rights | Number |
|---|---|
| Performance Rights to be issued to Jameson’s Directors6 | 10,400,000 |
| Total Performance Rights on completion of the Offer | 10,400,000 |
Notes to the capital structure of the Company:
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1 As announced on 20 October 2011, in conjunction with the Offer the Company proposes to undertake a placement at an issue price of $0.12 per Share, together with free attaching Options on the basis of one (1) free attaching Option for every three (3) placement Shares issued, to raise up to $1,344,000 ( Placement ). The placement will consist of two tranches:
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(a) The first tranche placement will occur prior to the Company’s annual general meeting to be held on 13 December 2011 and will be an issue of up to 10,700,000 Shares ( Placement Shares ) at an issue price of $0.12 per Placement Share, together with up to 3,566,667 free attaching Options on the basis of one (1) free attaching Option for every three (3) Placement Shares issued, to raise up to $1,284,000 to sophisticated and professional investors of CIP ( First Tranche Placement ).
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(b) The second tranche placement will be on the same terms to the First Tranche Placement and will be an issue of up to 500,000 Shares ( Placement Shares ) at an issue price of $0.12 per Placement Share, together with up to 166,667 free attaching Options on the basis of one (1) free attaching Option for every three (3) Placement Shares issued, to raise up to $60,000 to two of the Company’s Directors (John Holmes and T. Arthur Palm) who have indicated that they wish to participate in the Placement, subject to shareholder approval being obtained at the Company’s annual general meeting to be held on 13 December 2011 ( Second Tranche Placement ). The Directors cannot participate in the First Tranche Placement as Shareholder approval is required before they can participate, accordingly if Shareholder approval is obtained, the Second Tranche Placement will occur after the Company’s annual general meeting. Further details will be included in the Company’s 2011 notice of annual general meeting.
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2 The issue of the vendor Shares to the shareholders of Dunlevy Energy Inc. ( Dunlevy Shareholders ) is pursuant to the Dunlevy Sale and Purchase Agreement, and is detailed in the ASX announcement dated 20 October 2011. The issue is subject to Shareholder approval at the Company’s general meeting to be held on 13 December 2011.
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3 The issue of the vendor Shares to Nexx Coal Inc. ( Nexx ) pursuant to the Dunlevy Sale and Purchase Agreement pursuant to the Nexx Letter of Intent and is detailed in the ASX announcement dated 20 October 2011. The issue is subject to Shareholder approval at the Company’s general meeting to be held on 13 December 2011.
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4 The Performance Shares on issue relate to the Company’s Basin Coal project and will not vest as the project has now been relinquished. Of these Performance Shares, 5,000,000 will expire on 31 May 2012 and the remaining 5,000,000 will expire on 31 March 2013.
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5 The issue of these Options are pursuant to an underwriting agreement entered into between the Company and CIP. The Company has agreed to pay the Underwriter a cash underwriting fee of 6% of the value of the Underwritten Shares under the Offer and, subject to Shareholder approval at the Company’s general meeting to be held on 13 December 2011, issue 4,000,000 Options exercisable on or before 30 September 2014 at $0.15 to CIP.
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6 The Company intends to seek Shareholder approval to adopt a new Performance Rights Plan ( Plan ) at the annual general meeting to be held on 13 December 2011. The issue of these Performance Rights will be issued to the Directors pursuant to the Plan as part of their remuneration and is subject to Shareholder approval at the Company’s annual general meeting to be held on 13 December 2011. Further details will be included in the Company’s 2011 notice of annual general meeting.
Full details of the issue will be contained in the prospectus that will be mailed to all Jameson’s shareholders who are registered on the Record Date. Eligible Shareholders should read the Prospectus carefully.
The Prospectus will be available at the Company’s website at www.jamesonresources.com.au and also the ASX website at www.asx.com.au for inspection.
Should you have any queries in relation to this matter, please do not hesitate to contact the Company on (+61 8) 9200 4473.
Yours faithfully
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Suzie Foreman COMPANY SECRETARY