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TESORO GOLD LTD — Capital/Financing Update 2011
Feb 15, 2011
65957_rns_2011-02-15_956fcccc-9a5d-4c21-b0ce-632fff5e6e84.pdf
Capital/Financing Update
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TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN SECURITIES EXCHANGE LIMITED FROM: VAN EYK THREE PILLARS LIMITED DATE: 15 February 2011
NO. OF PAGES: 5
SALE AND BUY-BACK OF NON MARKETABLE PARCELS
van Eyk Three Pillars Limited (VTP) announces today that it intends to sell and buy back all non marketable parcels of shares under rule 4.5 of the VTP Constitution and Part 2J.1 of the Corporations Act 2001 (Cth) (NMP Program).
This will enable approximately 1,160 of the company's shareholders with a shareholding valued at less than A$500 (the company's NMP Shareholders, holding a combined total of less than 334,000 shares) the opportunity to sell their shares without paying brokerage.
VTP has chosen to undertake this initiative to reduce the costs of shareholder communications and register maintenance.
VTP has determined a sale price of $0.85 per share sold and bought back under the NMP Program.
The record date to determine the shareholders of VTP that are NMP Shareholders is 7pm (Sydney time), 14 February 2011. NMP Shareholders will be sent a letter and a Share Retention Form from VTP. A sample of the letter and Share Retention Form follows this announcement.
NMP Shareholders are not obligated to participate in the NMP Program. NMP Shareholders can opt out of participating in the NMP Program by sending a completed Share Retention Form to VTP before the closing date, being 4 April 2011, or by purchasing more VTP shares so that the value of their shareholding on the VTP register is at least a marketable parcel (greater than A$500) before 4 April 2011.
The timetable of the NMP Program is as follows:
| Event | Date |
|---|---|
| Record Date | 7.00pm (Sydney time) 14 February 2011 |
| Closing Date | 5.00pm (Sydney time) 4 April 2011 |
| Payment of proceeds to NMP Program participants |
Within 14 days of the sale of shares subject of the NMP Program |
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000 P 1300 732 413
www.vaneyk.com.au www.threepillars.vaneyk.com.au
Please note that the proposed sale and buy-back of non-marketable parcels will not proceed should a takeover bid be announced for VTP’s shares before the closing date. The directors reserve the right to suspend or terminate the operation of the NMP Program either generally or in specific cases, in each case at any time before a sale is effected under the NMP Program.
Shareholders can obtain further information concerning the NMP Program by contacting the VTP Share Registry on 1300 737 760.
Brian McGarry Company Secretary
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000 P 1300 732 413 www.vaneyk.com.au www.threepillars.vaneyk.com.au
15 February 2011
Non Marketable Parcel Sale and Buy-Back Notice
Dear Shareholder,
1 BACKGROUND AND KEY TERMS
You may have seen that on 15 February 2011 van Eyk Three Pillars Limited (VTP) announced a proposed sale and buy-back of all non marketable parcels of shares under rule 4.5 of VTP's Constitution and Part 2J.1 of the Corporations Act 2001 (Cth) (the NMP Program). VTP has chosen to undertake this initiative to reduce the costs of its shareholder communications and register maintenance.
A "Non Marketable Parcel" Is defined under the ASX Operating Rules as a parcel of shares with a value (based on the closing price on the ASX Trading Platform) of less than A$500.
The NMP Program gives shareholders whose total holding in VTP was valued at less than A$500 as at 7.00pm (Sydney time) on 14 February 2011 (the Record Date) an opportunity to sell their shares, without paying brokerage costs.
VTP has determined a sale price of $0.85 per share sold and bought-back under the NMP Program.
VTP will all cover all costs associated with the sale and buy-back of the shares.
Timetable overview:
| Event | Date |
|---|---|
| Record Date | 7.00pm (Sydney time) 14 February 2011 |
| Closing Date | 5.00pm (Sydney time) 4 April 2011 |
| Payment of proceeds to NMP Program participants |
Within 14 days of the sale of shares subject of the NMP Program |
2 WHAT YOU NEED TO DO
Our records show that you held a non marketable parcel of shares at the Record Date. This makes you eligible to participate in the NMP Program.
Before making a decision about participating in the NMP Program, you should contact your broker or your legal, financial or other professional advisor and obtain independent advice.
(a) If you would like VTP to sell and buy-back your shares under the NMP Program
If you would like VTP to sell and buy-back your shares under the NMP Program, then you do not need to do anything.
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000
P 1300 732 413
www.vaneyk.com.au www.threepillars.vaneyk.com.au
If you do not sign and return the enclosed Share Retention Form to VTP on or before 5pm on 4 April 2011 (the Closing Date) and, so long as the value (based on the closing price on the ASX Trading Platform) of your shareholding in VTP remains lower than A$500 on the Closing Date, then your shares will be sold and bought back under the NMP Program and you will receive the sale proceeds.
(b) If you want to retain your holding
If you wish to retain your shares in VTP, then please complete and return the enclosed Share Retention Form in accordance with the directions found on the back of that form before the Closing Date, being 5.00pm (Sydney time) on 4 April 2011. If you do so your shares will not be sold and bought-back under the NMP Program and you will not receive any proceeds.
Alternatively, you opt out of participate in the NMP Program by purchasing more VTP shares so that the value of your shareholding on the Closing Date is at least a marketable parcel (greater than A$500). If you wish to increase your shareholding to a marketable parcel or greater then please speak with your broker. Please note, however, that in order for the purchase to be reflected on the Closing Date, you will need to have purchased the additional shares at least four trading days before the Closing Date.
If you do not complete and return the Share Retention Form, or if you do not increase your shareholding to a Marketable Parcel by the Closing Date, then your shares will be sold and bought-back by VTP under the NMP Program.
3 OTHER RELEVANT TERMS
(a) Receipt of proceeds
VTP intends to sell and buy-back the shares subject of the NMP Program in Early April 2011. Participants in the NMP Program should receive the proceeds of the sale and buy-back of their shares within 14 days of the date of sale.
The proceeds will be paid to each participant in the NMP Program in the same manner as the participant has received dividends from VTP (unless the participant instructs us otherwise by contacting our Share Registry).
(b) Administrative matters
Each participant in the NMP Program will be deemed to have appointed VTP as their agent to sell and buy-back your shares on their behalf and deal with the proceeds of sale. Each participant in the NMP Program VTP as his or her agent to receive any notices or disclosure documents.
If a participant holds their shares in a CHESS holding, then VTP may move their shares from the CHESS holding to an issuer-sponsored or certificated holding for the purpose of the NMP Program.
The directors have decided to treat shareholders who hold more than one parcel of shares that constitutes a Non Marketable Parcel as a separate member in respect of each of those parcels. If a shareholder wishes to consolidate their separate Non-Marketable Parcels into one holding, they should contact VTP’s Share Registry before the Closing Date.
Please note that the proposed sale and buy-back of non-marketable parcels will not proceed should a takeover bid be announced for VTP’s shares before the closing date.
P 1300 732 413
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000
www.vaneyk.com.au www.threepillars.vaneyk.com.au
The directors reserve the right to revoke this notice, or to suspend or terminate the operation of the NMP Program either generally or in specific cases, in each case at any time before a sale is effected under the NMP Program.
(c) Independent advice
Please note that neither VTP nor its directors make any recommendation or provide any financial product advice to you in relation to selling your shares under the NMP Program or retaining your shares. VTP is not licensed to provide financial product advice. Before making a decision about participating in the NMP Program, you should contact your broker or your legal, financial or other professional advisor and obtain independent advice.
4 FURTHER INFORMATION
If you require further information concerning the NMP Program you can contact the VTP Share Registry on 1300 737 760.
Yours faithfully
Brian McGarry
Company Secretary
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000 P 1300 732 413
www.vaneyk.com.au www.threepillars.vaneyk.com.au