AI assistant
PRODIGY GOLD NL Capital/Financing Update 2015
65615_rns_2015-02-22_c0e1e152-1911-4a7e-956c-78e74303212a.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
ASX ANNOUNCEMENT / MEDIA RELEASE ASX:ABU
23 February 2015
PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE – SENDING OUT OF LETTERS TO SHAREHOLDERS COMPLETED
As previously announced on 19 February 2015, ABM Resources NL (Company) is raising approximately $7.7 million through a fully underwritten pro-rata non-renounceable entitlement offer of one (1) new share for every eight (8) Shares held by eligible shareholders at an issue price of $0.22 per share (Offer).
The Company advises that letters to both eligible and ineligible shareholders in accordance with the Offer timetable (sample letters enclosed with this announcement) will be sent today.
The offer document and entitlement and acceptance forms which relate to this Offer will be despatched to all eligible shareholders on 3 March 2015 in accordance with the Offer timetable.
If you have any queries concerning the Offer, please contact your financial adviser or the Company on +61 8 9423 9777.
Signed on behalf of the Company:
Jutta Zimmermann Company Secretary
23 February 2015
Dear Shareholder
ABM Resources NL – Pro-rata non-renounceable rights issue
As announced on 19 February 2015, ABM Resources NL (Company) is undertaking a nonrenounceable entitlement issue of one (1) new share for every eight (8) Shares held by Eligible Shareholders (Offer) registered at the Record Date (as defined in the timetable below) at an issue price of $0.22 per Share (New Share). Fractional entitlements will be rounded up to the nearest whole number. The Company lodged an offer document for the Offer (Offer Document) with ASX on 19 February 2015. The Offer is fully underwritten.
The issue price under the Offer is the same to the recently completed placement by the Company of approximately 22.7 million Shares to raise approximately $5,000,000 (Placement). The Company has also agreed to make an additional placement to Pacific Road Capital Management Pty Ltd (Pacific Road) of approximately 6.8 million Shares to raise approximately a further $1.5 million which will enable Pacific Road to return its holding to its original investment level of 19.90% (Additional Placement), as is its entitlement under its original subscription agreement with the Company.
The Company has appointed Argonaut Securities Pty Limited and Canaccord Genuity (Australia) Limited as the Joint Lead Managers to the Offer (Joint Lead Managers). The Joint Lead Managers will also fully underwrite the Offer. The Company has agreed to pay the Joint Lead Managers a management fee of 2.5% plus GST, of the amount of the Offer and an underwriting fee of 4% plus GST of the amount underwritten. The Company must also reimburse the Underwriter for costs incidental to the Offer.
Indicative use of proceeds of Offer
As a result of the Offer, Placement and the Additional Placement the Company is raising approximately $14.2 million pursuant to its recently announced capital raisings. The Company intends that these funds, together with existing cash, will be used for development and commissioning costs to bring the Old Pirate gold project into production, for near-mine and regional exploration, and for general working capital.
Specifically, completion of the Offer will result in an increase in cash in hand of up to approximately $7.7 million (before the payment of costs associated with the Offer).
| Proceeds of the Offer | $ | % |
|---|---|---|
| Coyote Plant refurbishment costs, accessroads and camp upgrade | 1.5M | 19.5 |
| Old Pirate gold project commissioning costs | 4.1M | 53.2 |
| Offer Costs | 0.6M | 7.8 |
| Generalworkingcapitalandregionalexploration | 1.5M | 19.5 |
| Total | 7.7M | 100 |
The Company intends to apply the funds raised under the Offer as follows:
The above statement is a statement of current intentions as at the date of the Offer Document. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.
Summary of the Offer
The Offer is being made to all shareholders of the Company (Shareholders) named on its register of members at 5:00pm (WST) on 26 February 2015, whose registered address is in Australia or New Zealand.
New Shares will rank equally with all fully paid ordinary shares in the capital of the Company already on issue.
On completion of the Offer, the Company will have issued approximately 34,858,830 Shares, resulting in total Shares on issue of approximately 313,729,4721.
A copy of the Offer Document is available on the website of the ASX (www.asx.com.au) and the Company (www.abmresources.com.au). Eligible Shareholders will be mailed an Offer Document together with an Entitlement and Acceptance Form no later than 3 March 2015. Your entitlement will be set out on the personalised Entitlement and Acceptance Form accompanying the Offer Document.
For the purposes of calculating each Eligible Shareholders' entitlement, fractions of entitlements have been rounded up to the nearest whole number of New Shares.
Actions required of Eligible Shareholders
There are a number of actions Eligible Shareholders may take:
- You may wish to accept all of your rights to subscribe for New Shares pursuant to the Offer (Entitlement). To take up all or some of your Entitlements you will need to ensure your application money for the Entitlements you wish to take up is received by Security Transfer Registrars Pty Limited (Share Registry) by no later than 5:00pm (WST) on 13 March 2015, by completing and returning your Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form OR making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form. You may apply for New Shares in addition to your Entitlement under the Top-Up Offer by completing the Top-Up Offer section on the Entitlement and Acceptance Form and making payment as set out above (at $0.22 per New Share).
- You may wish to accept part of your Entitlement. To take up part of your Entitlement you will need to ensure your application money for the Entitlements you wish to take up is received by the Share Registry by no later than 5:00pm (WST) on 13 March 2015, by completing and returning your Entitlement and Acceptance Form by filling in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies; OR making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form (at $0.22 per New Share).
1 This number does not take into account the issue of Shares under the Placement or Additional Placement.
• You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.
Key dates for the Offer
| Event | Date |
|---|---|
| Trading Halt | 17 February 2015 |
| Placement Offer Opens | 17 February 2015 |
| Announcement of Offer (before market opens)Placement Closes (before market opens) | 19 February 2015 |
| Release of Offer Document and Cleansing Notice to ASX (beforemarket opens) | 19 February 2015 |
| Appendix 3B lodged with ASX (before market opens) | 19 February 2015 |
| Trading Resumes | 19 February 2015 |
| Notice sent to Shareholders | 23 February 2015 |
| Ex date (date from which securities commence trading without theEntitlement to participate in the Offer) | 24 February 2015 |
| Placement Settles | 25 February 2015 |
| RecordDate(datefordeterminingEntitlementsofEligibleShareholder to participate in the Offer) | 26 February 2015 |
| Offer Opening Date, Offer Document and personalised Entitlementand Acceptance Forms sent to Shareholders | 3 March 2015 |
| Last day to extend the Offer Closing Date | 10 March 2015 |
| Closing Date (Offer closes) | 5.00pm (Perth time)13 March 2015 |
| Securities quoted on a deferred settlement basis | 16 March 2015 |
| Notification to ASX of Shortfall | 17 March 2015 |
| Issue date/New Shares entered into Shareholders' holdings | 20 March 2015 |
* Subject to the ASX Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the new Shares.
** These dates are indicative only and are subject to change.
If you have any queries concerning the Offer, or the action you are required to take to subscribe for new shares, please contact your financial adviser or the Company on +61 8 9423 9777.
Yours sincerely
Dr Michael Etheridge Chairman
23 February 2015
Dear Shareholder
ABM Resources NL – Pro-rata non-renounceable rights issue
As announced on 19 February 2015, ABM Resources NL (Company) is undertaking a nonrenounceable entitlement issue of one (1) new share for every eight (8) Shares held by Eligible Shareholders (Offer) registered at the Record Date (as defined in the timetable below) at an issue price of $0.22 per Share (New Share). Fractional entitlements will be rounded up to the nearest whole number. The Company lodged an offer document for the Offer (Offer Document) with ASX on 19 February 2015. The Offer is fully underwritten.
The issue price under the Offer is the same to the recently completed placement by the Company of approximately 22.7 million Shares to raise approximately $5,000,000 (Placement). The Company has also agreed to make an additional placement to Pacific Road Capital Management Pty Ltd (Pacific Road) of approximately 6.8 million Shares to raise approximately a further $1.5 million which will enable Pacific Road to return its holding to its original investment level of 19.90% (Additional Placement), as is its entitlement under its original subscription agreement with the Company.
The Company has appointed Argonaut Securities Pty Limited and Canaccord Genuity (Australia) Limited as the Joint Lead Managers to the Offer (Joint Lead Managers). The Joint Lead Managers will also fully underwrite the Offer. The Company has agreed to pay the Joint Lead Managers a management fee of 2.5% plus GST, of the amount of the Offer and an underwriting fee of 4% plus GST of the amount underwritten. The Company must also reimburse the Underwriter for costs incidental to the Offer.
Indicative use of proceeds of Offer
As a result of the Offer, Placement and the Additional Placement the Company is raising approximately $14.2 million pursuant to its recently announced capital raisings. The Company intends that these funds, together with existing cash, will be used for development and commissioning costs to bring the Old Pirate gold project into production, for near-mine and regional exploration, and for general working capital.
Specifically, completion of the Offer will result in an increase in cash in hand of up to approximately $7.7 million (before the payment of costs associated with the Offer).
| Proceeds of the Offer | $ | % |
|---|---|---|
| Coyote Plant refurbishment costs, accessroads and camp upgrade | 1.5M | 19.5 |
| Old Pirate gold project commissioning costs | 4.1M | 53.2 |
| Offer Costs | 0.6M | 7.8 |
| Generalworkingcapitalandregionalexploration | 1.5M | 19.5 |
| Total | 7.7M | 100 |
The Company intends to apply the funds raised under the Offer as follows:
The above statement is a statement of current intentions as at the date of the Offer Document. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.
Summary of the Offer
The Offer is being made to all shareholders of the Company (Shareholders) named on its register of members at 5:00pm (WST) on 26 February 2015, whose registered address is in Australia or New Zealand.
New Shares will rank equally with all fully paid ordinary shares in the capital of the Company already on issue.
On completion of the Offer, the Company will have issued approximately 34,858,830 Shares, resulting in total Shares on issue of approximately 313,729,4721.
A copy of the Offer Document is available on the website of the ASX (www.asx.com.au) and the Company (www.abmresources.com.au). Eligible Shareholders will be mailed an Offer Document together with an Entitlement and Acceptance Form no later than 3 March 2015. Your entitlement will be set out on the personalised Entitlement and Acceptance Form accompanying the Offer Document.
For the purposes of calculating each Eligible Shareholders' entitlement, fractions of entitlements have been rounded up to the nearest whole number of New Shares.
Ineligible shareholders
A Shareholder who has a registered address outside Australia and New Zealand (Ineligible Shareholder) will not be eligible to participate in the Offer.
You are not eligible to participate in the Offer and you will not be sent a copy of the Offer Document. 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 compared with the small number of Ineligible Shareholders and the number and value of New Shares to which they would otherwise be entitled.
If you have any queries concerning the Offer, or the action you are required to take to subscribe for new shares, please contact your financial adviser or the Company on +61 8 9423 9777.
Yours sincerely
Dr Michael Etheridge Chairman
1 This number does not take into account the issue of Shares under the Placement or Additional Placement.