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LEGEND MINING LIMITED — Share Issue/Capital Change 2007
Oct 8, 2007
65223_rns_2007-10-08_6e4ff69f-bd70-4c03-ba7e-4f2aec24bcd4.pdf
Share Issue/Capital Change
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9 October 2007
Dear Option Holder,
Legend Mining Limited (Legend) recently sent a Notice of General Meeting to Legend Shareholders that seeks shareholder approval for the distribution in specie of the 34 million Apex Minerals NL shares (“Apex Shares”) received following the disposal of the Gidgee Gold Project. This meeting is to be held at 11am on Thursday, 25 October 2007 at the Celtic Club, 48 Ord Street, West Perth.
How do Optionholders participate in the distribution in specie
Optionholders must exercise their Options early and become registered Shareholders of Legend by the Record Date to become entitled to the pro rata distribution. The table below highlights the Key Dates in the transaction process. For Optionholders to be guaranteed they are registered Shareholders of Legend by the Record Date, they will need to have lodged a completed option exercise form and a cheque for the required amount by no later than 12noon WST, Monday, 29 October 2007 . Attached to this letter is an option exercise form.
Major shareholder and Directors’ Intentions
Our major shareholder, Mr Mark Creasy, and the directors of Legend have advised that they intend to exercise their 120 million unlisted Options early to become further entitled to the distribution in specie.
Key Dates (subject to change within the Board’s discretion)
| Event | Business Day |
|---|---|
| Shareholder Meeting | 25 October 2007 |
| The Company advises ASX that Shareholder approval for the reduction of capital has been obtained |
25 October 2007 |
| From the commencement of trading, Shares trade on an “ex entitlement” basis |
29 October 2007 |
| Last day for Optionholders to lodge a completed option exercise form and cheque for relevant amount with Legend |
29 October 2007 |
| Record Date to determine entitlement of Legend Shareholders to Apex Shares |
5pm WST on 2 November 2007 |
| Distribution of Apex Shares to Legend Shareholders | 12 November 2007 |
Effect of early Option exercise on the distribution in specie
If all the outstanding Options in the Company, which are most likely to be exercised at exercise prices of 4 cents and 10 cents each, are exercised before the Record Date and assuming all Apex Shares are distributed, Shareholders will receive a minimum pro-rata distribution of approximately 1 Apex Share for every 35.68 Legend Shares held on the Record Date. If a smaller number of Options are exercised, the distribution ratio will be more favourable to Shareholders.
Optionholders are encouraged to read the Notice of General Meeting sent to Legend Shareholders that seeks shareholder approval for the distribution in specie of the Apex Shares. This Notice of Meeting is available on Legend’s website: www.legendming.com.au and on ASX’s website: www.asx.com.au .
Legend Mining Ltd Level 2, 640 Murray Street, West Perth WA 6005 PO Box 626, West Perth WA 6872 Telephone: +61 8 9212 0600
ABN 22 060 966 145 Email: [email protected] Website: www.legendmining.com.au Facsimile: +61 8 9212 0611
What happens if you do not exercise your Options
The equal reduction of capital will have the effect of reducing the exercise price of your Options which remain unexercised after the Record Date. By way of an example, the following scenarios give a range of possibilities based upon the lowest and highest market price of Apex Shares in the last 4 months and the market price of Apex Shares on 19 September 2007.
Scenario One – Apex Share Price 55 cents at the Record Date
The exercise price of any outstanding Options on the Record Date will be reduced by 2 cents per Option based on the number of Shares on issue as at the date of the Notice of Meeting and assuming that no other Shares will be issued before the Record Date.
Scenario Two – Apex Share Price $1.22 at the Record Date
The exercise price of any outstanding 4 cent Options on the Record Date will be reduced by the maximum of 4 cents per 4 cent Option based on the number of Shares on issue as at the date of the Notice of Meeting and assuming that no other Shares will be issued before the Record Date. The exercise price of any outstanding Options with an exercise price of 8 cents or higher on the Record Date will be reduced by 4.44 cents per Option based on the number of Shares on issue as at the date of the Notice of Meeting and assuming that no other Shares will be issued before the Record Date.
Scenario Three – Apex Share Price $1.03 at 19 September 2007 and at the Record Date
The exercise price of any outstanding Options on the Record Date will be reduced by 3.75 cents per Option based on the number of Shares on issue as at the date of the Notice of Meeting and assuming that no other Shares will be issued before the Record Date.
Note that until the variables of the market value of the Apex Shares and the number of Shares on issue on the Record Date are known, Legend cannot provide more accurate information.
Tax File Number Request
This distribution in specie of the Apex shares has potential taxation issues for Legend Shareholders as explained in Section 2.17 of the Legend Notice of Meeting. As a result, if you are going to exercise your Options and if you have not already done so, Legend requests that you complete the attached Tax File Number Request. By completing and signing the Tax File Number Request and returning it to us before the Distribution Date, Legend will be able to send you 100% of the distribution in specie regardless of whether the ATO considers some or all of the distribution in specie to be a dividend.
Annual Report Election Form
The Australian Government recently introduced legislation changing the default option for receiving annual reports. Companies are no longer required to mail out printed annual reports to shareholders. Instead, you can now make an election as follows:
-
(a) make a written request for a hard copy annual report to be mailed to you; or
-
(b) make a written request for an electronic copy of the annual report to be emailed to you.
If you make no election Legend will do nothing, however, the annual report will be available on the Company’s website at http://www.legendmining.com.au for you to view or download at your convenience.
Bank Account Information
Should you wish to pay the funds required to exercise your options by Electronic Funds Transfer, Legend’s bank account details are as follows:
Bank NAB West Perth BSB 086 492, Account No. 52703 6894 Account NameLegend Mining Share Issue A/C
Please attach a copy of the bank deposit slip when you send us your completed option exercise form.
Further Information
Please feel free to call either myself or Legend Company Secretary, Mr Tony Walsh, on 08 9212 0600 during business hours if you require further information on this subject.
Yours faithfully
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Mark Wilson Managing Director Legend Mining Limited
LEGEND MINING LTD ACN 060 966 145
INCORPORATED IN WESTERN AUSTRALIA
LEGO
APPLICATION FOR SHARES UPON EXERCISE OF OPTIONS
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I/ We, Mr/ Mrs/ Miss
First Names/ Company Name Surname/ Australian Company Number
Address
Postcode
(Please complete full name and address)
Contact Telephone Number ____
The registered holder(s) of the Options hereby exercise my/our Option for: _
_________ In figures In words
Ordinary Fully Paid Shares and enclose application money of 4 cents per share $.................................................
(amount payable on exercise)
I/We whose full name(s) and address(es) appear above hereby apply for the number of Shares shown above. I/We agree to be bound
by the Constitution of the Company.
Securityholder Reference Number (S.R.N.) Complete this only if you are Issuer Sponsored.
Holder Identification Number (H.I.N.) Complete this only if you are CHESS Sponsored.
-
Signature Of Shareholder(s) Companies Only Executed in accordance with the Company’s Constitution and the
(All joint holders must sign) Corporations Law.
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Signature Date Sole Director and Sole Secretary Date
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Signature Date Director Date Secretary Date
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Signature Date Director Date Director Date
Note : If signed under Power of Attorney, a Certified Copy of the relevant Power of Attorney document must be exhibited to the
Registry. The Attorney declares that he/she has had no notice of revocation of the Power of Attorney.
TERMS AND CONDITIONS OF OPTIONS
a) The options are exercisable wholly or in part at any time before 5.00 pm (WST) on 31 July 2008. Options not
exercised by that date shall lapse.
b) Each option shall entitle the optionholder to acquire one fully paid ordinary share upon payment of the sum of
$0.04 per option to the Company.
c) Each option may be exercised by notice in writing to the Company at any time before their date of expiry.
Any notice of exercise of an option received by the Company with payment in full of the exercise price will be
deemed to be a notice of the exercise of that option as at the date of receipt.
d) Application will be made to ASX for official quotation of the options. Application will be made for official
quotation of the shares issued upon exercise of options. The options are transferable.
e)
There are no participating rights or entitlements inherent in the options and optionholders will not be entitled
to participate in new issues of securities offered to shareholders during the currency of the options.
However, the Company will ensure that for the purposes of determining entitlements to any such issue, the
record date will be at least 10 business days after the issue is announced so as to give optionholders the
opportunity to exercise their options before the date for determining entitlements to participate in any issue.
f) Shares allotted pursuant to the exercise of options will be allotted following receipt of all the relevant
documents and payments and will rank equally with the issued shares.
g) In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital
of the Company, all rights of the optionholder shall be reconstructed in accordance with the Listing Rules.
h) If, from time to time, before the expiry of the options the Company makes a pro rata issue of shares to
shareholders for no consideration, the number of shares over which an option is exercisable will be increased
by the number of shares which the optionholder would have received if the option had been exercised before
the date for calculating entitlements to the pro rata issue.
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Cheques should be made payable to LEGEND MINING LTD and crossed “Not Negotiable” and drawn on an Australian Bank and posted to Advanced Share Registry Services, PO Box 1156, Nedlands, Western Australia 6909.
NOTE: OPTIONS NOT EXERCISED BY 31 JULY 2008 WILL AUTOMATICALLY EXPIRE.
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All correspondence to: Advanced Share Registry Services PO Box 1156 Nedlands WA 6909 Phone: (08) 9389 8033 Fax: (08) 9389 7871
Dear Valued Shareholder
IMPORTANT NOTICE Tax File Number Request and Annual Report Election Form
TAX FILE NUMBER
It is not an offence to withhold your TFN. However, if you do not provide your TFN, tax may be deducted from payments of interest and the unfranked portions of dividends and distributions at the highest marginal rate. Please ensure you sign below if you complete this section
| Shareholder Name(s) | Tax File Number | Investor Entity Type |
|---|---|---|
| 1) | ||
| 2) | ||
| Investor Entity Type: | ||
| I Individual C Corporation T Trust G Government Organisation D Deceased P Partnership S Superannuation Fund O Other non-individual |
||
ANNUAL REPORT ELECTION
The Australian Government introduced legislation changing the default option for receiving annual reports to be via a company’s website. You will receive timely, cost effective and greener online annual reports unless you request a printed version. To assist us with our commitment to the environment and our focus on cost control, we further encourage you to provide your email address and receive all your shareholder communications online.
YOUR SHAREHOLDER COMMUNICATION OPTIONS
OPTION 1 Receive all your shareholder communications online By providing your email address you will no longer receive paper copies of annual reports and all other shareholder documents, instead you will receive emails advising you when these documents are available online.
Please enter your email address below.
@ Please provide your mobile number in the event we need to contact you about your security holding
OPTION 2 Continue receiving a printed version of the annual report
To receive a printed version of the annual report please select your preferred annual report option below and send this form back to Advanced Share Registry Services, PO Box 1156, Nedlands WA 6909.
FULL ANNUAL REPORT
If you take no action, information on accessing your annual report online will be provided in your Notice of Annual General Meeting mail pack.
PLEASE SIGN BELOW
| PLEASE SIGN BELOW | PLEASE SIGN BELOW | |
|---|---|---|
| Signature of Individual Shareholder(s) | Signatures of Companies Only– Executed in accordance with | |
| (All joint holders must sign) | the Company’s Constitution and the Corporations Law. | |
| X | Date: | Director: Date: |
| X | Date: | Director: Date: |
Yours Sincerely
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____Tony Walsh Company Secretary
Level 2/ 640 Murray Street West Perth 6005 P.O. Box 626, West Perth 6872
Facsimile: 9212 0611 www.legendmining.com.au
Telephone: 9212 0600 ABN: 22 060 966 145