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ROKEBY RESOURCES LIMITED Capital/Financing Update 2021
65707_rns_2021-01-03_c2256324-353a-4290-89f8-dc5ee1ab6caf.pdf
Capital/Financing Update
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ASX Announcement
Date: 4 January 2021
Small Parcels Sale Facility
On 31 December, Inca Minerals Limited made a release re a Small Parcels Share Facility and it was stated that the total number of shares for those holders under $50 was 1,825,455 – this was incorrect and should have been 100,400 shares only. The Company has now changed the parcel from a holding of a value of $50 (909 shares) to a holding of a value of $350 (6,363 shares) and attached is a new announcement relating to this fact.
Divestment notices have been sent to the 348 shareholder with holdings under $50 and they will now be sent the revised divestment notice along with advice to disregard the first notice.
The key dates remain the same.
I apologise for any confusion caused by this error.
Yours sincerely
Mal Smartt Company Secretary Inca Minerals Limited
ASX Announcement Date: 4 January 2021
Small Parcels Sale Facility
Inca Minerals Limited (ACN 128 512 907) (ASX: ICG) (Inca or the Company) is pleased to announce that it has, in accordance with clause 22 of the Company's constitution, established a share sale facility (Facility) for small holding shareholders (Small Holding Shareholders) of Small Parcels of shares of less than $350 in the Company (Small Parcels).
The Company is providing the Facility to Small Holding Shareholders of these Small Parcels to sell their shares without incurring any brokerage or handling costs that could otherwise make a sale of their shares uneconomic or difficult. The Company will organise remittance of sale proceeds for those Small Holding Shareholders who participate in the Facility.
The Company values its shareholders and by making this Facility available to shareholders holding parcels worth less than $350 the Company expects to reduce the administrative costs associated with maintaining a number of small holdings.
As at market close on 30 December 2020 (Record Date), a Small Parcel of shares in the Company is any shareholding of 6,363 shares or less, based on the average trading price of $0.055 per share. This represents 2,041,276 ordinary shares in the Company, held by 928 shareholders (representing approximately 34% of the total number of shareholders presently holding shares in the Company).
Under the Facility, Small parcels will be sold by the Company (acting as your agent) on-market or in any other way determined by the Company's directors. The price at which shares will be sold will be determined by market conditions at the time and may be different from the current market price. All shareholders who have their shares sold through the Facility will receive the same price per share. If on the Closing Date, the value of any Small parcel of shares has increased such that it longer represents an Small Parcel (e.g. due to an increase in the Company's share price or the number of shares held by an individual), these shares will NOT be sold.
| Event | Date |
|---|---|
| Small Parcels Record Date | 30 December 2020 |
| Small Parcels Announcement to ASX | 31 December 2020 |
| Letters sent to Small Holding Shareholders | 31 December 2020 |
| Closing Date for receipt of Share Retention Form | 11 February 2021 |
A summary of the key dates in relation to the Facility is as follows:
Attached is a copy of the letter to be sent to all Small Holding Shareholders holding a Small Parcel of $350 or less of the Company's shares as at the Record Date.
This announcement was authorised for release by the Board of the Company. Please contact the Company Secretary on +61 41 999 7171 or at [email protected] if you have any queries in relation to this announcement.
Mal Smartt Company Secretary Inca Minerals Limited
Date: 4th January 2021
Dear Shareholder,
DIVESTMENT NOTICE - SALE OF YOUR SMALL PARCEL OF SHARES IN INCA MINERALS LIMITED
I am writing to advise you that Inca Minerals Limited (ACN 128 512 907) (ASX: ICG) (Inca or the Company) has, in accordance with clause 22 of the Company's constitution, established a share sale facility (Facility) for small holding shareholders (Small Holding Shareholders) of Small parcels of shares of less than A$350 (Small Parcels). The Facility allows Small Holding Shareholders to sell their Small Parcels without incurring any brokerage or handling costs.
The Facility is available to Small Holding Shareholders who as at 30 December 2020 (Record Date) were holders of Shares in the Company valued at less than A$350 (each being an Small Parcel). Based on the average trading price of A$0.055 for a share on the Record Date, an Small Parcel is any holding of 6,363 shares or less (Sale Shares).
Our records show that you were a Small Holding Shareholders of Small Parcel of less than A$350 at the Record Date. Unless you advise the Company by 5.00pm (AWST) on 12 February 2021 (Closing Date) that you do NOT wish to sell your shares, the Company intends to sell your shares through the Facility in accordance with Clause 22 of the Company's Constitution. However, if on the Closing Date, the value of your shares has increased such that you no longer have an Small Parcel (e.g. due to an increase in the Company's share price or the number of shares you hold) your shares will NOT be sold.
Key Dates
| Event | Date |
|---|---|
| Small Parcels Record Date | 30 December 2020 |
| Small Parcels Announcement to ASX | 31 December 2020 |
| Letters sent to Small Holding Shareholders | 31 December 2020 |
| Closing Date for receipt of Share Retention Form | 12 February 2021 |
To retain your holding of Shares
If you wish to retain your Small Parcel of the Shares in the Company (i.e. you do NOT wish to sell your Shares through the Facility), you must complete and return the Share Retention Form so that it is received by 5.00pm (AWST) on the Closing Date which is 12 February 2021. A Share Retention Form is attached.
You may also ensure that your Small Parcel of Shares is not sold by increasing the total number of shares you hold at the Closing Date so that on the Closing Date the total number of shares you hold has increased to a holding of A$350 or more.
For a purchase to be effective, any additional Shares acquired must be registered by the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Share Retention Form.
If you do not take any action before the Closing Date, your Shares will be sold
Under the Facility and if you do not take any action, your Shares will be sold by the Company (acting as your agent). The final sale price will be determined by the market price of the Company shares on ASX at or around the Closing Date of the Facility. Therefore if on the Closing Date, the value of your shares has increased such that you no longer have an Small Parcel (e.g. due to an increase in the Company's share price or the number of shares you hold), your shares will NOT be sold.
Under the Facility, the Company:
- a. is authorised to sell all of your Sale Shares without any transaction costs being incurred by you; and
- b. will pay you the sales proceeds by cheque or direct credit following settlement of the sale of all Shares through the Facility.
To ensure the sales proceeds may be paid to you by direct credit, please update your direct credit instructions online through Advanced Share Registry Limited site www.advancedshare.com.au. Any update will be required to be made before the Closing Date of 12 February 2021.
If you need help deciding what to do or if you require information regarding the financial, legal or tax consequences of participating in the Facility, you should consult your legal, financial or taxation or professional adviser.
The attached information sheet sets out further details of the Facility, which you should read before making any decision. You can also contact the Company if you have any queries about lodging your Share Retention Form or the operation of the Facility.
Yours faithfully,
Mal Smartt Company Secretary Inca Minerals Limited
1. What is an Small Parcel?
For the purposes of the share sale facility, an Small Parcel is a holding of shares in Inca Minerals Limited (ACN 128 512 907) (Company) valued at less than $350.
Based on the average trading share price for the Company's shares as at the record date of 30 December 2020 (Record Date), this is equivalent to a holding 6,363 shares or less.
What was the average trading price at the Record Date price of a share in the Company at the Record Date was $0.055 per share.
2. Why is the Facility being offered?
The Company is providing the Facility to enable you to sell your Small Parcel without incurring brokerage or handling costs that could otherwise make a sale of your Small Parcel uneconomic or difficult. The Facility will assist the Company to reduce administrative costs associated with maintaining a number of relatively small holdings of shares.
3. What do I need to do to sell my shares?
Nothing, although if you have not done so you should advise the Company's share registry of your bank account details so that the proceedings can be paid to you without delay.
Your Small Parcel will be sold through the Facility unless you return a Share Retention Form by the Closing Date.
4. How will my shares be sold under the Facility?
Under the Facility, your shares may be sold on market or in any other way determined by the Directors. The Company is not bound to sell any shares and the power to do so lapses 6 weeks after the Closing Date.
5. What is the amount I will receive for the sale of my shares?
The shares will be sold shortly the Closing Date. You will receive an amount per share equal to the total proceeds from all shares sold under the Facility divided by the total number of shares sold under the Facility, without any deduction for brokerage or handling costs.
The price you receive will depend on a number of factors including market conditions at the time and may differ from the price appearing in the media or quoted by the ASX on any day and may not be the best price on the day your shares are sold. If at the Closing Date, the value of your shares have increased so that you no longer have an Small Parcel (eg due to an increase in the share price or in the number of shares you hold), your shares will NOT be sold.
6. Do I need to pay anything if I participate in the Facility?
The Company will pay all costs and expenses arising in connection with the Facility. Any tax consequences from the sale will be your responsibility.
7. When will I receive the proceeds for the shares sold?
Payment will be forwarded to you following settlement of all shares sold under the Facility, or otherwise as soon as it is practicable. If your direct payment or address require updating, you can amend your details online through Advanced Share Registry Limited website at www.advancedshare.com.au. Payment will be made in Australian Dollars.
8. What are the advantages and disadvantages of participating in the Facility?
- (a) Advantages include:
- (i) receiving a cash payment from the sale of your Small Parcel;
- (ii) avoiding any brokerage or related selling expenses;
- (iii) utilizing a cost-effective way of disposing of an Small Parcel; and
- (iv) the sale price being determined by reference to the market price.
- (b) Disadvantages include:
- (i) no longer holding any shares in the Company (unless you subsequently buy more);
- (ii) possible capital gains tax being payable;
- (iii) the price of the Company's shares may subsequently rise; and
- (iv) from the Closing Date until the sale of the shares, you will not be otherwise able to deal with/transfer the shares.
9. What if I do not wish to sell my Small Parcel?
If you do not wish to sell your Small Parcel, you must complete the Share Retention Form and ensure that it is returned so that it is received by our share registry before 5.00pm (AWST) on 12 February 2021.
If our share registry has not received your Share Retention Form by this date, your shareholding will be sold under the Facility.
10. If I buy more shares in the Company, will I retain my holding?
Yes. The Company will not sell your shares if you increase your holding to a marketable parcel, being a holding of shares with a market value of at least $350 based on the ASX closing price of shares in the Company as at the Closing Date. Any additional shares acquired must be registered by the Closing Date, under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Share Retention Form.
11. What if I hold multiple Small Parcels of shares?
If you hold multiple Small Parcels of shares in the Company, you must complete and return a Share Retention Form for each separate Small Parcel you wish to retain.
12. What if my holding of shares in the Company is a CHESS Holding?
If your shares remain in a CHESS Holding, the Company may move those shares to an Issuer Sponsored Holding and the shares will then be sold under the Facility.
13. Where can I obtain further information?
If you have any queries regarding the practical operation of the Facility, please contact Advanced Share Registry Limited on 08 9389 8033 (within Australia) or +(618) 9389 8033 (outside Australia) between 8:30am and 5:00pm (Perth time) Monday to Friday.
14. Important Notes
If you are in doubt about what to do, you should consult a financial, legal or taxation adviser.
This Information Sheet does not constitute advice, nor is it a recommendation to sell, buy or hold shares in the Company. The Company reserves its right to change any of the dates referred to in the accompanying letter, this Information Sheet or the Share Retention Form by written notice to the ASX. Before a sale is affected under the Facility, the Company may elect to suspend or terminate the Facility either generally, or in specific case.