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TESORO GOLD LTD Capital/Financing Update 2007

Aug 6, 2007

65957_rns_2007-08-06_33a80614-07a8-4928-b5b8-40c14c7d0456.pdf

Capital/Financing Update

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O OFFER SUMMARY

van Eyk Three Pillars Limited ABN: 91 106 854 175

1 for 4 renounceable Rights issue of approximately 23 million new fully paid ordinary shares at $1.09 per share to raise approximately $25.2 million. The Offer is not underwritten. This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay. This Offer Summary is provided for information purposes only and is not, and does not purport to be, a prospectus or other disclosure document.

van Eyk Three Pillars Ltd

IMPORTANT NOTICE TO SHAREHOLDERS

Your Rights to New Shares may be valuable. Your Rights are renounceable, which means that if you do not wish to acquire more Shares, you may sell your Rights on ASX or otherwise deal with them as described in Section 3 of this Offer Summary. It is important that you accept all or part of your Entitlement or deal with your Entitlement as described in Section 3. Shareholders who take no action in respect of their Entitlement may receive no benefit and their Rights will lapse.

IMPORTANT INFORMATION

The Corporations Act 2001 was recently amended by the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 to introduce the ability for listed companies to make a pro rata rights issue of securities (in a quoted class) to existing security holders without a disclosure document, provided the issuer complies with certain disclosure requirements.

This Offer Summary is provided for information purposes only and is not, and does not purport to be, a prospectus or other disclosure document.

This Offer Summary is dated 3 August 2007.

Neither ASIC nor ASX take any responsibility for the contents of this Offer Summary, and make no statement regarding the merits of the investment to which this Offer Summary relates.

This Offer Summary does not constitute an offer in any place in which, or to any person to whom, it would be unlawful to make such an offer. No action has been taken to register or qualify the New Shares or otherwise permit a public offering of the New Shares outside Australia and New Zealand.

This Offer Summary is not to be distributed, and no offer of New Shares is to be made to a person resident, in the United States of America. The New Shares have not been, nor will they be, registered under the Securities Act 1933 (US) (as amended).

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Offer Summary. Any information or representation that is not contained in this Offer Summary may not be relied on as having been authorised by VTP in connection with the Offer. Except as required by law and only to the extent required, neither VTP nor any other person warrants the future performance of VTP or the return on any investment made under this Offer Summary.

Some capitalised words or terms used in this Offer Summary have defined meanings that appear in the Glossary.

All references to $ or cents in this Offer Summary are references to Australian currency, unless otherwise stated.

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van Eyk Three Pillars Ltd

All references to time in this Offer Summary are to AEST.

An Entitlement and Acceptance Form accompanies this Offer Summary.

The information contained in this Offer Summary is important and Shareholders should read it in full. Before deciding whether to participate in the Offer, Shareholders should read and understand the whole of the Offer Summary. This Offer Summary does not take into account the investment objectives, financial situation or particular needs of any Shareholder or any other person. Therefore, Shareholders should not rely on this Offer Summary as the sole basis for making an investment decision regarding the Rights or New Shares. Shareholders should seek independent taxation and financial advice before making such a decision.

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KEY DATES

Event Date
Announcement of Offer 3 August 2007
Lodgement of Appendix 3B with ASX 3 August 2007
Notice of Offer to Shareholders 7 August 2007
Shares quoted ex Rights and Rights trading opening date 9 August 2007
Record Date to determine Entitlements to New Shares 15 August 2007
Offer Summary and Entitlement and Acceptance Form dispatched 17 August 2007
Rights trading End Date 3 September 2007
Last day for payment and return of Entitlement and Acceptance Forms 11 September 2007
(Closing Date)
Expected date for issue of New Shares and dispatch of shareholder 18 September 2007
statements of New Shares
Expected date for normal trading of New Shares to commence on ASX 19 September 2007

How to Apply

An application for New Shares under this Offer can only be made by completing and lodging the Entitlement and Acceptance Form accompanying this Offer Summary. Detailed instructions on completing the Entitlement and Acceptance Form can be found on the back of the Form. The acceptance of the Entitlement and Acceptance Form and the allocation of New Shares is at the discretion of VTP.

When to Apply

Completed Entitlement and Acceptance Forms must be received by the Share Registry prior to 5.00pm AEST on the Closing Date. The Directors reserve the right to close the Offer at any time without prior notice or extend the Offer period in accordance with the Corporations Act and the Listing Rules. VTP will apply to ASX for the New Shares to be admitted to the Official List of ASX within 7 days after the date of this Offer Summary.

Questions

If you have any queries relating to the Offer or the procedures for participating in the Issue, including how to complete the Entitlement and Acceptance Form, please contact the Share Registry on 02 9290 9600 (or +612 9290 9600 for international enquiries).

Other questions should be directed to your professional or financial adviser.

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CHAIRMAN’S LETTER

3 August 2007

Dear Shareholder

On behalf of the Board of VTP, I have great pleasure in offering you the opportunity to take up further Shares in VTP.

This Offer Summary sets out details of a renounceable rights issue of approximately 23,141,659 million new fully paid ordinary shares in VTP, offered to existing Shareholders on a 1 for 4 basis at a price of $1.09 per New Share. The Offer is intended to raise gross proceeds of up to approximately $25.2 million, if fully subscribed.

The Offer price of $1.09 represents a discount of approximately 19.9% to the $1.36 closing market price of Existing Shares on ASX on 2 August 2007.

Proceeds of the Offer will be invested on the basis of VTP’s investment objective which is restricted to the ASX300 and utilises investment principles developed around the van Eyk Research share selection model, combined with the corporate management and governance expertise of White Funds Outsourcing Pty Limited.

The New Shares will rank equally with Existing Shares.

The Offer is not underwritten.

It is important that you take action to either accept or renounce your Entitlement. If you decide not to accept all or part of your Entitlement, you are advised to sell the Rights rather than allow them to lapse, since in that event you may receive no benefit from the Offer.

The Offer closes on 11 September 2007.

Details of the maximum number of shares for which you can subscribe are set out in the Entitlement and Acceptance Form which accompanies this Offer Summary. Shareholders who take up their Entitlements in full may also apply for Additional Shares, per Section 3.6.

Your Directors have confidence in the future of VTP and commend this Offer to you.

Yours faithfully van Eyk Three Pillars Limited

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CONTENTS

KEY DATES............................................................................................................................................4
CHAIRMAN’S LETTER........................................................................................................................5
1. ANSWERS TO KEY QUESTIONS .............................................................................................7
2. DETAILS OF THE OFFER ........................................................................................................10
3. ACTION REQUIRED BY SHAREHOLDERS.........................................................................14
4. COMPANY OVERVIEW AND EFFECTS OF THE OFFER .................................................17
5. GLOSSARY .................................................................................................................................20
CORPORATE DIRECTORY...............................................................................................................21

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1. ANSWERS TO KEY QUESTIONS

Where to find more
information?
What is the Offer A renounceable Rights offer of approximately Section 2.1
23,141,659 million New Shares on a 1 for 4
basis to Participating Shareholders.
What is the Offer price per $1.09 per New Share. Section 2.1
New Share?
What are the gross Approximately $25.2 million if the Issue is Section 2.1
proceeds of the Issue? fully subscribed.
What is the purpose of the Proceeds of the Issue will be used to add scale
Issue? to current investing activities of the fund and
will be invested on the basis of VTP’s
investment objective which is restricted to the
ASX300.
Am I eligible to participate Participating Shareholders are Shareholders Section 2.9
in the Offer? who, at close of business on 15 August 2007,
have a registered address:
• in Australia; or
• in New Zealand pursuant to the Securities
Act (Overseas Companies) Exemption Notice
2002 (New Zealand).
What happens if I am a The Company intends to appoint a broker as Section 2.9
Non‐participating nominee to seek to sell your Entitlements
Shareholder? (provided there is an available market for
them) at a price in excess of the costs likely to
be incurred in the sale of those Entitlements.
The net proceeds of the sale will be
distributed in Australian dollars to you, in
proportion to your shareholding as at the
Record Date.

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Where to find more
information?
What is the last day that I The Offer is open to Participating Section 2.1
can acquire shares that will Shareholders who are registered as holders of
participate in the Offer? shares in VTP on the Record Date (being 15
August 2007).
What can I do with my If you are a Participating Shareholder, you Section 3
Entitlement? have 6 choices. You can:
1 take up your Entitlement in full;
2 sell all of your Entitlement on ASX;
3 sell part of your Entitlement on ASX and
take up the balance;
4 transfer all or part of your Entitlement to
another person other than on ASX;
5 apply for Additional Shares if you take up
your Entitlement in full; or
6 allow your Entitlement to lapse.
How do I take up my Provided you are a Participating Shareholder, Section 3.1
Entitlement? you must complete the accompanying
Entitlement and Acceptance Form and pay for
the New Shares you have decided to take up
in accordance with Section 3.1 and the
instructions set out in the Form by the Closing
Date (5.00pm AEST 11 September 2007).
Can I apply for additional Yes, provided you are a Participating Section 3.6
New Shares? Shareholder. To do so, you must take up your
Entitlement in full, complete the “Number of
Additional Shares applied for” section of the
Entitlement and Acceptance Form and pay for
the Additional Shares in accordance with
Section 3.6 and the instructions set out in the
Form by the Closing Date (5.00pm AEST on
11 September 2007).
Alternatively, you can acquire Rights to New
Shares on ASX once trading has commenced.

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Where to find more
information?
What do I do if I don’t want If you do not wish to take up any part of your Section 3.5
to take up any of my Entitlement, you should consider selling the
Entitlement? Rights, rather than allowing them to lapse. If
you allow your Rights to lapse, you may
receive no benefit from the Offer.
What happens if I take up If you do not wish to take up all of your Section 3.3 – 3.4
only part of the Entitlement, you should consider selling the
entitlement? Rights which you don’t take up, rather than
allowing them to lapse. If you allow any of
your Rights to lapse, you may receive less
benefit from the Offer.
Any New Shares to which you are entitled
that you do not acquire will be offered as
Additional Shares which may be applied for
by Shareholders that do exercise their Rights
and subscribe for their full Entitlements.
Can I trade my Yes. Your Entitlement is tradeable on ASX. It Section 3.2 – 3.4
Entitlement? may also be transferred to another person
other than on ASX.
What are the taxation The taxation implications of participating in Section 2.13
implications of the Offer? the Offer and/or acquiring New Shares may
vary depending on your individual
circumstances. You should consult your own
professional taxation adviser.
What are the risks The New Shares will carry the same
associated with a further investment risks as Existing Shares in VTP.
investment in VTP?
Are there any fees payable No fees are payable by Shareholders. Sections 2.11, 4.7
by Shareholders or VTP in A handling fee of 2.0 per cent of the amount
relation to the Offer? subscribed, subject to a maximum payment of
$2,000 per lodgement, will be paid by VTP in
certain circumstances.
Is the Offer underwritten? No. Section 2.10
What are the costs The costs associated with the Offer will be Section 4.7
associated with the Offer? approximately $310,000.

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2. DETAILS OF THE OFFER

The information set out in this section is not intended to be comprehensive and should be read in conjunction with the full text of this Offer Summary.

2.1 The Offer

VTP is making a renounceable Rights issue offering Shareholders the right to subscribe for 1 New Share for every 4 VTP Shares held as at 5.00pm AEST on 15 August 2007, at a subscription price of $1.09 per New Share.

Approximately 23,141,659 million New Shares will be issued to raise approximately $25.2 million.

Your entitlement to New Shares is shown on the accompanying Entitlement and Acceptance Form. In calculating entitlements to New Shares, fractional entitlements have been rounded up to the nearest whole share. Shares held on separate sub‐registers for the same holder have not been aggregated.

The closing time and date for acceptance of the Offer is 5.00pm AEST on 11 September 2007.

The issue price of $1.09 for each New Share is payable in full on application. You may also apply for Additional Shares (please refer to Section 3.6 for further information).

2.2 Ranking of New Shares

The New Shares will rank equally with Existing Shares.

2.3 Rights trading and ASX quotation

The Rights to the New Shares are renounceable and can therefore be sold. Subject to ASX approval, trading in Rights will commence on ASX on 9 August 2007 and will cease on 3 September 2007. Application will be made within seven days of the date of this Offer Summary for the New Shares to be granted quotation on the official list of ASX.

2.4 Market prices

The highest and lowest market sale prices of the Existing Shares quoted on ASX during the 12 months immediately preceding 3 August 2007 and the respective dates of those sales, were $1.60 on 6 June 2007 and $1.13 on 4 August 2006. The latest available market sale price of the Existing Shares on ASX at close of trading on 2 August 2007 was $1.36.

2.5 Net Tangible Assets

The NTA per Share (as advised to ASX on 12 July 2007), based on the unaudited financial statements of VTP at 30 June 2007, was $1.52. After providing for tax on unrealised gains, the NTA per Share was $1.35. Investors should note that, in accordance with the Listing

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Rules, VTP announces to ASX details of its NTA per Share on a monthly basis. This is done on or before the fourteenth day of each month.

2.6 Minimum subscription

There is no minimum subscription in relation to the Offer.

2.7 Issue of New Shares

No issue of New Shares will be made until the proceeds of the Offer have been received and permission is granted for quotation of the New Shares on ASX. If ASX does not permit quotation, the application monies will be refunded in full. Interest will not be paid on any refunds. It is expected that New Shares will be issued on or about 18 September 2007. VTP will not issue a person with a share certificate in respect of any New Shares under this Offer Summary. Following the issue of New Shares under this Offer Summary, VTP will provide each person with a statement that sets out the number of New Shares issued to that person and which shows their aggregate holding of VTP shares. The statement is also expected to be issued on or about 18 September 2007.

Subscription moneys for the New Shares will be held in a subscription account until the New Shares are issued. This account will be established and kept by VTP on behalf of each subscriber for New Shares.

2.8 Interest on application moneys

VTP will be entitled to all interest paid or accrued on application moneys held in trust by VTP from the date of receipt of the application moneys to the date of issue of the New Shares to which the application moneys relate.

2.9 Participating and Non‐participating Shareholders

The Offer made under this Offer Summary is not an offer in any place where, or to any person to whom, it would be unlawful to make such an offer.

This Offer is made to all Participating Shareholders. Beyond making the Offer to Australian and New Zealand Shareholders, VTP has decided that it is unreasonable for it to make the Offer to Non‐participating Shareholders. This decision has been made by VTP having regard to the number of Shareholders in each other jurisdiction, the number and value of Shares held by those Shareholders and the costs of complying with the legal and regulatory requirements in those jurisdictions.

The Company intends to appoint a broker as nominee to hold each Non‐participating Entitlement. The broker will seek to sell each Non‐participating Entitlement (provided there is an available market for them) at a price in excess of the costs likely to be incurred in the sale of those Entitlements. Any sale will be at the price and otherwise in the manner determined by the Company or the broker, subject to the requirements of the Listing Rules and the Corporations Act.

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Neither VTP nor the broker will be subject to any liability, including for negligence, for failing to sell the Non‐participating Entitlements or for failing to sell the Non‐participating Entitlements at any particular price. Any interest earned on the proceeds of the sale of the Non‐participating Entitlement will be applied against costs and expenses of the sale first and any balance will accrue to the Company.

The net proceeds of the sale will be distributed in Australian dollars by the Company or the broker to Non‐participating Shareholders in proportion to their holdings of Shares as at the Record Date (after deducting the costs of both the sale and distribution of the proceeds).

If there is no viable market for the Non‐participating Entitlements, they will be allowed to lapse and the relevant New Shares may be subscribed for by eligible Shareholders wishing to acquire Additional Shares.

2.10 Underwriting

The Offer is not underwritten.

2.11 Handling fee

Shareholders who take up their Rights will not be charged brokerage.

A handling fee of 2.0 per cent of the amount subscribed, subject to a maximum payment of $2,000 per lodgement, will be paid by VTP to participating organisations of ASX and NZX and members of the Financial Planning Association of Australia in respect of successful applications which are lodged by them and bear their stamp or broker code.

2.12 Professional advice

If you are in doubt as to whether to accept the Offer, please contact your stockbroker or other professional adviser.

2.13 Taxation

Shareholders should be aware that there may be taxation implications of participating in the Offer and receiving New Shares. The taxation consequences of participating in the Offer and/or acquiring New Shares may vary depending on the individual circumstances of the Shareholder. Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

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2.14 CHESS

The New Shares will participate from the date of commencement of quotation on CHESS. The New Shares must be held in uncertificated form (ie no Share certificates will be issued) on either the CHESS sub‐register under sponsorship of a broker or the issuer‐sponsored sub‐ register.

If you currently hold Shares, the New Shares will be issued to you on the same sub‐register as your existing holding.

Arrangements can be made at any subsequent time to convert your holding from the issuer‐ sponsored sub‐register to the CHESS sub‐register under sponsorship of a broker or vice versa by contacting the Share Registry or your broker.

Shareholders who are CHESS participants will receive an explanation of sale and purchase procedures under CHESS with their holding statement. If a Shareholder’s holding of Shares changes during a month, the Shareholder will receive a holding statement at the end of that month. Shareholders may also request holding statements at any other time, although the Company may charge an administration fee in this case.

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3. ACTION REQUIRED BY SHAREHOLDERS

The number of New Shares to which you are entitled is shown on the Entitlement and Acceptance Form accompanying this Offer Summary.

Your Entitlement to New Shares offered pursuant to this Offer Summary is valuable. You should carefully consider how to deal with your Entitlement, and then take action in accordance with the alternatives referred to below. You may:

1 take up your Entitlement in full;

2 sell all of your Entitlement on ASX;

3 sell part of your Entitlement on ASX and take up the balance;

4 transfer all or part of your Entitlement to another person other than on ASX;

5 apply for Additional Shares if you take up your Entitlement in full; or

6 allow your Entitlement to lapse.

You do not need to take up your full Entitlement. However, you will need to take up your full Entitlement in order to be able to apply for Additional Shares. VTP recommends that if you decide not to accept all or part of your Entitlement, you should deal with your Rights rather than allow them to lapse, since in that event you may receive no benefit from the Offer. It is therefore important that you take action either to accept or renounce your Entitlement in accordance with the following instructions.

If you have any questions about your Entitlement to New Shares, please contact:

• the Share Registry (Telephone no: 02 9290 9600 or +612 9290 9600 for international enquiries); or

  • your stockbroker or professional adviser.

The information below applies to all Participating Shareholders. If you are a Non‐ participating Shareholder, please read Section 2.9 for an understanding of the arrangements which apply to you .

3.1 If you wish to take up all of your entitlement

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the Form. Forward your completed Form together with your cheque for the amount shown on the Form, to reach the Share Registry no later than 5.00pm AEST on 11 September 2007. Cheques should be made payable to ʺvan Eyk Three Pillars Ltd – Share Application Accountʺ and crossed ʺNot Negotiableʺ. Shareholders located in Australia may use the reply paid envelope enclosed with this Offer Summary.

3.2 If you wish to sell all of your entitlement on ASX

Fill in the section on the back of the accompanying Entitlement and Acceptance Form marked ʺInstruction to Your Stockbrokerʺ and lodge the Form with your stockbroker. Please note that quotation of Rights on ASX will commence on 9 August 2007. Sale of your Entitlement must be completed by close of trading on 3 September 2007, when Rights trading ceases.

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3.3 If you wish to sell part of your entitlement on ASX and take up the balance

Fill in the accompanying Entitlement and Acceptance Form where indicated, complete the section on the back of the Form marked ʺInstruction to Your Stockbrokerʺ and lodge the Form with your stockbroker, together with your cheque for the amount due in respect of the New Shares accepted. Please note that quotation of Rights on ASX will commence on 9 August 2007. Sale of part of your Entitlement must be completed by close of trading on 3 September 2007, when Rights trading ceases.

3.4 If you wish to transfer all, or part of, your entitlement to another person other than on ASX

Forward a completed standard renunciation form(s) (obtainable from your stockbroker or from the Share Registry), together with your Entitlement and Acceptance Form, to the Share Registry so as to reach it no later than 5.00pm AEST on 11 September 2007. Renunciations must be signed by both the seller and the buyer before being lodged.

3.5 Lapse of Entitlements

If you decide not to accept all or part of your Entitlement, you should consider selling the Rights, rather than allowing the Rights to lapse.

If you do not deal with your Rights, they will lapse.

Lapsed Rights will be offered as Additional Shares which may be applied for by Shareholders that do exercise their Rights and subscribe for their full Entitlements. It is therefore important to either accept or consider selling your Rights according to the instructions above.

3.6 If you wish to apply for Additional Shares

Shareholders who have taken up their Entitlements in full will be eligible to apply for Additional Shares by completing the “Number of Additional Shares applied for” section of the Entitlement and Acceptance Form. The availability of Additional Shares will depend on the Shortfall from the Offer and, therefore, Shareholders cannot be assured of receiving any Additional Shares.

The maximum number of Additional Shares you can apply for is shown on the accompanying Entitlement and Acceptance Form, being half the number of New Shares to which you are entitled. If half of your Entitlement would be less than 500 Additional Shares, the maximum number of Additional Shares you can apply for will be 500.

If applications for Additional Shares exceed the number of Additional Shares available, the number of Additional Shares available to each applicant will be scaled back at VTP’s discretion. In the event of such a scale back, it is intended to have regard to what is reasonable in the circumstances and to give priority to Shareholders with smaller holdings.

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A total of approximately 23,141,659 million New Shares are offered under this Offer Summary

Additional Shares will not be issued to a Shareholder where to do so would or may result in a breach of the Corporations Act, the Listing Rules or any other applicable laws.

3.7 Payment

Applications for New Shares must be accompanied by payment in full of $1.09 per New Share. Payments must be made by 5.00pm AEST on 11 September 2007. Payments will only be accepted in Australian currency and must be by cheque or bank draft drawn on and payable at any Australian bank according to the instructions set out on the Entitlement and Acceptance Form.

Cheques or bank drafts should be made payable to “van Eyk Three Pillars Ltd – Share Application Account” and be crossed “Not Negotiable”. Cash payments will not be accepted. Receipts for payments will not be provided.

You should note that VTP is not required to issue any New Shares to a person accepting the Offer (whether a Participating Shareholder, a purchaser of Rights or otherwise) under this Offer Summary unless the Share Registry receives a completed Entitlement and Acceptance Form and a cheque for payment of the relevant number of New Shares before 5:00pm AEST on 11 September 2007 and there are sufficient funds in the account on which the cheque is drawn so that the cheque clears in favour of VTP (when it is first presented for payment).

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4. COMPANY OVERVIEW AND EFFECTS OF THE OFFER

4.1 Company overview

VTP is an investment company that listed on the Australian Stock Exchange in January 2004. It combines the investment expertise of van Eyk with the corporate and governance expertise of White Outsourcing Pty Limited.

The investment portfolio is blended across three sub‐portfolios, or pillars, drawn from the ASX 300 Index, that aim to deliver above market returns with an attractive dividend yield.

4.2 Investment process and portfolio construction

The VTP portfolio results from a disciplined process that incorporates quality assessment, classification, valuation and ranking. Three‐sub portfolios of distinct style, namely the Blue Chip, Growth and Special Situations comprise the overall portfolio, giving a diversified outcome. The sub‐portfolios are blended with consideration given to the appropriate weightings between large and small companies and industry sectors.

  • Blue Chip – Selected from the Top 100, using the rankings derived from a free cash flow valuation methodology. The aim is to construct a diversified 12 stock portfolio of quality companies at a reasonable price. The ‘Blue Chip’ is the most conservative of the three sub portfolios, and aims for low turnover.

  • Growth – The ‘Growth’ selection is taken from the ‘Dynamic Growth’ and ‘Stalwart’ classifications, which are at the high end of the quality scale. The aim is to select up to 12 high quality companies at reasonable prices, whilst maintaining reasonable diversification across sectors.

  • Special Situations – The ‘Special Situations’ portfolio is comprised of up to 12 ‘value’ stocks, which have the potential for market re‐rating, turnaround or takeover. The selection is taken from the lower end of the quality scale and as such has a contrarian flavour. This selection is the most volatile of the sub portfolios.

The allocation between the three sub‐portfolios, or ‘pillars’ as at 30 June 2007 was:

  • Blue Chip 46.0%

  • Growth 22.8%

  • Special Situations 23.3%

  • Cash 7.9%

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TOP 10 PORTFOLIO HOLDINGS AS AT 30 June 2007

Security Country % of Portfolio
BHP Billiton Australia 10.1
Commonwealth Bank Australia 5.7
National Australia Bank Australia 5.2
Rio Tinto Australia 4.7
ANZ Bank Australia 4.3
QBE Insurance Australia 4.2
Westpac Australia 3.8
Worley Parsons Australia 3.5
United Group Australia 3.0
Origin Energy Australia 2.9
47.4

4.3 Dividends and underlying Earnings Per Share

Dividends paid and underlying basic and diluted earnings per share in respect of each of the last two completed financial years are as follows:

Period Dividends Underlying earnings
(centsper share) (centsper share)
2007 (Final) 6.0 not yet available
2007 (Interim) 4.0 10.4
2006 (Final) 4.0 21.3
2006 (Interim) 4.0 14.2

The Company’s dividend policy is to seek to pay dividends above the underlying portfolio’s dividend yield (net of expenses) by distributing a portion of realised gain on investment. The VTP Board has established a targeted annual dividend payment of 9 cents per share fully franked. All dividends referred to above were fully franked.

The Directors’ present intention is to continue to pay dividends that are reasonable and prudent having regard to the future results that are achieved and VTP’s long term investment objectives.

4.4 Historical Net Tangible Assets

Date NTA Per Share ($) NTA Per Share ($)
(Prior to deferred tax) (After deferred tax)
As at 30 June 2007 1.52 1.35
As at 30 June 2006 1.30 1.20
As at 30 June 2005 1.10 1.07

4.5 Effect of the Offer on VTP

The effect on VTP of the Issue is dependent on the success of the Offer.

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The primary effect of the Issue on VTP will be that the number of issued Shares is expected to increase by approximately 23,141,659 million and the cash resources (net of the costs of the Offer) of VTP will increase by approximately $24.9 million.

The capital structure of VTP following the Issue will be as follows:

Issued Capital Number Share Capital($)
Ordinary Shares as at 30 June 2007 79,866,562 108,618,524
Shares issued under the Dividend Reinvestment 626,163 854,775
Plan on 10 July 2007
Shares issued under Placement on 16 July 2007 12,073,909 15,575,343
Shares to be issued under the Offer – approx. 23,141,659 25,224,408
Estimated costs of the offer N/A (310,000)
Total issued capital after the Offer – approx. 115,708,293 149,963,050

4.6 Net Tangible Asset Backing

4.6
Net Tangible Asset Backing
NTA Backing per share at 30 June 2007 (Pre NTA Backing per share at 30 June 2007 (Post
dividend reinvestment plan (July), share gross proceeds from dividend reinvestment
placement (July) and Rights Issue) plan (July), share placement (July) and Rights
Issue)
$1.52 (Prior to deferred tax)1 $1.41 (Prior to deferred tax)1
$1.35 (After deferred tax)2 $1.29(After deferred tax)2
  • (1) After allowing for tax on realised but not unrealised capital gains, and after provision for the final dividend.

  • (2) After allowing for tax on both realised and unrealised capital gains, and after provision for the final dividend.

4.7 Costs of the Offer

The expenses payable by VTP under the Offer are estimated below:

Item Amount($)
Financial Advisor Fees 100,000
Handling Fees 200,000
Legal and Accounting costs 10,000
Total 310,000

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5. GLOSSARY

In this Offer Summary:

Additional Shares means, subject to any Shortfall, the number of New Shares for which Shareholders other than Non‐participating Shareholders may apply to subscribe for in addition to their Entitlement at $1.09 per share AEST means Australian Eastern Standard Time

ASIC means the Australian Securities and Investments Commission

Board means the board of directors of VTP as at the date of this Offer Summary CHESS means the Clearing House Electronic Sub‐register System

Closing Date means the last day for payment and return of Entitlement and Acceptance Forms, being 11 September 2007

Corporations Act means Corporations Act 2001 (Cth)

Director means a member of the Board as at the date of this Offer Summary

End Date means the date on which Rights trading ends, being 3 September 2007 Entitlement means the number of New Shares a Shareholder is entitled to subscribe for as part of the Issue as set out in that Shareholder’s Entitlement and Acceptance Form based on 1 New Share for every 4 Shares held at the Record Date

Entitlement and Acceptance Form means the personalised entitlement and acceptance form accompanying this Offer Summary allowing Shareholders to accept their Entitlement and apply for Additional Shares

Existing Shares means fully paid ordinary shares in the Company on issue at the date of this Offer Summary

Form means the Entitlement and Acceptance Form which is attached at the back of this Offer Summary

Issue means the issue of New Shares under the Offer

Listing Rules means ASX Listing Rules

New Shares means the fully paid ordinary shares in VTP to be issued pursuant to this Offer Summary Non‐participating Entitlement means the

Entitlement of each Non‐participating Shareholder Non‐participating Shareholders means all

Shareholders who are not Participating Shareholders

NTA means Net Tangible Assets

Offer means the offer of New Shares pursuant to this Offer Summary

Offer Summary means this Offer Summary dated 3 August 2007

Participating Shareholders means all Shareholders who, at close of business on the Record Date, have a registered address:

  • in Australia; or

• in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand)

Record Date means the date on which Entitlement to New Shares is determined, being 15 August 2007 Right means the right to subscribe for 1 New Share for every 4 Shares held as at the Record Date

Share means a fully paid ordinary share in VTP Share Registry means Registries Limited ABN 14 003 209 836

Shareholder means a registered holder of Shares in VTP

Shortfall means the number of New Shares for which valid applications in response to Entitlements under this Offer Summary have not been received by the Closing Date

VTP or the Company means van Eyk Three Pillars Limited ABN 91 106 854 175

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CORPORATE DIRECTORY

INVESTMENT MANAGER

van Eyk Research Limited Level 10 9 Castlereagh Street Sydney NSW 2000 Telephone: (+612) 9225 6000

DIRECTORS

David J Iliffe (Chairman) David G Davis Cameron S McCullagh Mark Thomas

COMPANY SECRETARY

Peter Roberts

PRINCIPAL OFFICE / REGISTERED OFFICE

20 Hunter Street Sydney NSW 2000 Telephone: (+612) 8236 7701 Fax: (+612) 9221 1194

FINANCIAL ADVISOR TO THE OFFER

PricewaterhouseCoopers Securities Ltd Freshwater Place 2 Southbank Boulevard Southbank VIC 3006

LAWYERS TO THE OFFER

Watson Mangioni Lawyers Pty Ltd Level 13 50 Carrington Street Sydney NSW 2000

SHARE REGISTRY

Registries Limited Level 2 28 Margaret Street Sydney NSW 2000 Shareholder enquiries telephone: (+612) 9290 9600

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