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TESORO GOLD LTD — Capital/Financing Update 2004
Jan 12, 2004
65957_rns_2004-01-12_14567d3d-3efb-4927-9438-cc3a3ade4b46.pdf
Capital/Financing Update
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GRANITE THREE PILLARS LIMITED (ACN 106 854 175)
SUPPLEMENTARY PROSPECTUS
This Supplementary Prospectus is to be read with, and its purpose is, to update the Prospectus dated 14 November 2003 (Prospectus) relating to the offer of up to 100,000,000 fully paid ordinary shares in Granite Three Pillars Limited (Company) together with an attached option to acquire ordinary shares exercisable by 19 May 2005 to raise up to \$100,000,000.
This Supplementary Prospectus is dated 25 November 2003 and was lodged with the Aristoalian Securities and Investments Commission (ASIC) on 25 November 2003. None of ASIC, the ASX and their respective officers take responsibility for the contents of this Supplementary Prospectus. Pursuant to Section 719(4) of the Corporations Act, the information set out below is taken to be included in the Prospectus. Terms defined in the Prospectus have the same meaning in this Supplementary Prospectus except where otherwise defined in this Supplementary Prospectus. This Supplementary Prospectus is governed by the laws of New South Wales.
The Investment Management Agreement - Performance Fee
The Investment Management Agreement has been amended. The methodology used to calculate the Performance Fee has been changed and replaced with the following:
van Eyk Research will receive a fee (Performance Fee) of 15% of BA where, subject to the following, BA is calculated in accordance with the following formula:
$$
BA = (FV - IV) - (IV \times \frac{(F1 - 11)}{11})
$$
where
- is the base amount to be used in calculating the Performance Fee outlined above; BA
- is the level of the S&P ASX 300 Accumulation Index published by ASX on the last Business FI. Day of the relevant Performance Calculation Period;
- is the Value of the Portfolio calculated on the last Business Day of that Performance FV Calculation Period;
- is the S&P ASX 300 Accumulation Index published by ASX calculated on the last Business II. Day of the preceding Performance Calculation Period; and
- is the Value of the Portfolio calculated on the last Business Day of the preceding Performance IV. Calculation Period;
If the level of the S&P ASX 300 Accumulation Index as calculated on the last Business Day of a Performance Calculation Period is less than the level as calculated on the last Business Day of the preceding Performance Calculation Period, and the Value of the Portfolio calculated on the last Business Day of a Performance Calculation Period is more than the Value of the Portfolio calculated on the last Business Day of the preceding Performance Calculation Period, BA is the amount calculated by the formula $FV - IV$ .
If the Value of the Portfolio calculated on the last Business Day of a Performance Calculation Period (Accrual Calculation Date) is less than the Value of the Portfolio calculated on the last Business Day of the preceding Performance Calculation Period, but the amount calculated as BA is a positive number, the Performance Fee payable for that period will be accrued but not paid (Accrued Performance Fee) until such time as the Value of the Portfolio calculated on the last Business Day of a subsequent Performance Calculation Period is greater than the Value of the Portfolio calculated on the Accrual Calculation Date.
If the amount calculated as BA is a negative number, so that the calculation of the Performance Fee will result in a negative amount, such negative amount will be deducted from the Accrued PBHP6551
Performance Fees (if any), and any remaining negative amount (Reduced Fee) will be carried forward and deducted from the next Performance Fee payable. Where any Reduced Fees are greater than the next Performance Fee payable, the amount of the difference will continue to be carried forward and deducted from the next Performance Fee payable after that until such time as future Performance Fees are sufficient to extinguish the Reduced Fees. Where Reduced Fees are calculated for successive Performance Calculation Periods, such fees will be aggregated and carried forward until such time as future Performance Fees are sufficient to extinguish the accrued Reduced Fees.
A Performance Fee payable for a Performance Calculation Period together with any Accrued Performance Fees which are due and payable may only be paid to the extent that these fees (Outstanding Fees) once paid from out of the Portfolio would not render the amount calculated as BA after their payment as a negative number. Any Outstanding Fees that may not be paid for that Performance Calculation Period due to the above constitute Accrued Performance Fees for the purpose of subsequent applications.
Effect of the Change
Subject to the following, van Eyk Research will receive a Performance Fee equivalent to 15% of the out performance of the Portfolio above the S&P ASX 300 Accumulation Index, only where the return of the Portfolio is positive.
High Water Mark
If the Portfolio under performs the S&P ASX 300 Accumulation Index, that under performance calculated as a reduction in future Performance Fees must be recouped through future out performance and against future Performance Fees before a Performance Fee is payable. That is, payments are based on cumulative out performance since the last payment of Performance Fees.
Payment Only Where Absolute Return is Positive
Payment of Performance Fees will only occur where the return of the Portfolio is positive and payment of the Performance Fee does not make the return less than that of the S&P ASX 300 Accumulation Index return for that period. In such circumstance where there is out performance but the Portfolio return is negative, that proportion of the Performance Fee that renders the return negative will be carried forward and accrued for payment in the following periods if possible.
In all other respects the statements in the Prospectus are confirmed.
van Eyk Research has given and has not withdrawn its written consent to being named in the Supplementary Prospectus as Investment Manager to the Company in the form and context in which it is so named. van Eyk Research has only been involved in the preparation of that part of this Supplementary Prospectus where it is named as Investment Manager to the Company and specifically disclaims liability to any person in the event of omission from, or a misleading or deceptive statement included elsewhere in the Supplementary Prospectus. van Eyk Research has not authorised or caused the issue of this Supplementary Prospectus and takes no responsibility for its contents.
This Supplementary Prospectus has been approved by unanimous resolution of the Directors of the Company.
Dated 25 November 2003
neron McCullagh
Director