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PHOSCO LTD Capital/Financing Update 2014

Nov 3, 2014

65559_rns_2014-11-03_e91b680a-f7d1-4169-89de-3819c227a15f.pdf

Capital/Financing Update

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Celamin Holdings N.L ACN 139 255 771 ABN 82 139 255 771 Level 4, 100 Albert Road, South Melbourne VIC 3205 Phone: (03) 9692 7222 Fax: (03) 9077 9233

4 November 2014

Dear Shareholder

PARTICIPATION IN PRO-RATA RENOUNCEABLE RIGHTS ISSUE

This notice is provided to inform you that on 4 November 2014 Celamin Holdings NL (“ Celamin ” or the “ Company ”) announced a partially underwritten, pro-rata, renounceable rights issue of shares at an issue price of $0.010 per share (“ Offer ”) and issued an offer document (“ Offer Document ”) in connection with the Offer.

The Offer is being made without a disclosure document pursuant to section 708AA of the Corporations Act 2001 (Cth). A copy of the Offer Document together with an Entitlement and Acceptance Form will be sent to Participating Shareholders on 13 November 2014. The Offer Document is available on the ASX website at www.asx.com.au and on the Company’s website at www.celaminnl.com.

Under the Offer, shareholders with a registered address in Australia or New Zealand and certain sophisticated or institutional or limited numbers of shareholders in certain foreign jurisdictions, notably France, Mauritius, Guernsey, Singapore and the United Kingdom (“ Participating Shareholders ”) are being invited to subscribe for 15 New Shares for every four existing shares and one New Share for every 27 partly paid shares held as at the Record Date (“ Entitlement ”).

The Offer will raise up to A$8,843,282 before costs. The Offer is partially underwritten in the amount of $7,575,000 by Patersons Securities Limited (“ Patersons ”).

The proceeds of the Offer will be used to repay outstanding loans, for continued work on the bankable feasibility study for the Chaketma Phosphate Project and general working capital requirements.

As a result of the Offer the number of shares in the Company on issue will increase by a maximum of 884,328,240 fully paid shares to a maximum of 1,120,000,226 fully paid shares following the Offer.

Non Participating shareholders

Shareholders with a registered address outside of Australia or New Zealand, except for certain sophisticated or institutional or limited numbers of shareholders in certain foreign jurisdictions, notably France, Mauritius, Guernsey, Singapore and the United Kingdom (“ Non Participating Shareholders ”), are not eligible to participate in the Rights Issue.

You are a Non Participating Shareholder and you will not be sent a copy of the Offer Document or and Entitlement and Acceptance Form. This decision has been made pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules after taking into consideration the costs of complying with legal and regulatory requirements in jurisdictions outside of Australia and New Zealand (except certain sophisticated or institutional or limited numbers of Shareholders in certain foreign jurisdictions, notably France, Mauritius, Guernsey, Singapore and the United Kingdom) compared with the small number of Non Participating Shareholders and the number and value of New Shares to which they would otherwise be entitled.

The Company has appointed Patersons as nominee to sell the rights to subscribe for Shares pursuant to the Offer Document to which Non Participating Shareholders are entitled. The Nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner of any such sale.

Any interest earned on the proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to Non Participating Shareholders.

The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon as practicable to the Non Participating Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company.

Notwithstanding that the Nominee may sell Entitlements, Non Participating Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds.

There is no guarantee that the Nominee will be able to sell Entitlements of Non Participating Shareholders on ASX and Non Participating Shareholders may receive no value for the Entitlements. Both the Company and the Nominee take no responsibility for the outcome of the sale of such Entitlements or the failure to sell such Entitlements.

Should you have any queries in relation to this matter, please do not hesitate to contact the Company on (+61 3) 9692 7222.

Yours faithfully

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MARTIN BROOME Chairman