AI assistant
TITANIUM SANDS LIMITED Capital/Financing Update 2019
65956_rns_2019-02-11_cb3fd155-e273-4a14-a845-ed9a9e23879a.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
LESS THAN MARKETABLE PARCEL SHARE SALE FACILITY
The Board of Titanium Sands Limited (TSL or Company) (ASX: TSL) is pleased to announce details of a share sale facility (Facility) for holders of a less than a marketable parcel of the Company's shares (being, for the purposes of the ASX Listing Rules, a parcel of securities with a market value of less than \$500) (Less Than Marketable Parcel).
As at market close on 8 February 2019 (Record Date), a Less Than Marketable Parcel of TSL shares will be any registered holding of less than 27,777 TSL shares, based on a closing price of \$0.018 (1.8 cents) per share. Shareholders who own 27,778 shares or more will not be eligible to participate in the Facility.
The Company currently has 2,125 shareholders holding a Less Than Marketable Parcel. Those holdings comprise 1,449,496 TSL shares, representing 0.254% of the Company's total issued shares.
The Company is providing the Facility to holders of Less Than Marketable Parcels to sell their shares without incurring transaction costs that could otherwise make a sale of their shares uneconomic. Shareholders with Less Than Marketable Parcels are not obliged to sell their shares. However, they will need to opt out of the Facility or their shares will be automatically sold for them.
In addition to the benefits for holders of Less than Marketable Parcels, the Company expects to reduce the administrative costs associated with maintaining many small shareholdings.
CPS Capital has been appointed as the broker for shares sold under the Facility. Sale proceeds will be forwarded to participating shareholders as soon as practicable following settlement. All associated costs and brokerage fees will be paid by the Company, excluding any tax consequences, which will remain the shareholder's responsibility.
The Company will arrange to complete the Less Than Marketable Parcel sale process as soon as is practical after 28 March 2019.
A summary of the key dates in relation to the Facility is as follows:
| Date |
|---|
| 8 February 2019 |
| 12 February 2019 |
| 13 February 2019 |
| 28 March 2019 |
| Expected to be on or about 24 April 2019 |
Attached is a copy of the letter which will be sent to all shareholders holding a Less Than Marketable Parcel on the Record Date. For further information, please contact the Company on +61 (08) 9481 0389.
David McEntaggart Company Secretary 12 February 2019
12 February 2019
Dear Shareholder,
LESS THAN MARKETABLE PARCELS OF SHARES IN TITANIUM SANDS LIMITED – SHARE SALE FACILITY
Titanium Sands Limited (TSL or Company) will shortly implement a share sale facility (Facility) for shareholders holding less than a marketable parcel of TSL shares (being, for the purposes of the ASX Listing Rules, a parcel of securities with a market value of less than \$500) (Less Than Marketable Parcel).
The Facility will apply to parcels of shares in the Company with a market value of less than \$500 as at close of trade on 8 February 2019 (Record Date).
Shareholders with a Less Than Marketable Parcel are not obliged to sell their shares. However, those who wish to retain a Less Than Marketable Parcel will need to opt out of the Facility otherwise the parcel will be sold and the relevant proceeds sent to them (see details below).
Shareholders whose shares are sold under the Facility, which is offered in accordance with the ASX Listing Rules and the Company's Constitution, will not have to act through a broker or pay brokerage or handling fees. The Company will pay all costs associated with the sale and transfer (excluding any tax, which will be the Shareholder's responsibility).
By facilitating the sale of Less Than Marketable Parcels, the Company will significantly reduce the administrative costs associated with maintaining many small holdings. In particular, the Company expects to reduce the substantial costs associated with printing and mailing documentation to shareholders.
However, if on the Closing Date the value of your shares has increased such that you no longer hold a Less than Marketable 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.
In accordance with its continuous disclosure obligations, the Company may release information to the ASX which may affect your decision as to whether you wish to sell or retain your shares. If such information is released, it will be published on the ASX website www.asx.com.au (ASX code: TSL) and on the Company's website www.titaniumsands.com.au .
Key dates
| Event | Date |
|---|---|
| Record Date |
8 February 2019 |
| Facility announced to ASX |
12 February 2019 |
| Letters sent to shareholders holding a Less Than Marketable Parcel |
13 February 2019 |
| Closing Date for receipt of Notice of Retention Forms |
28 March 2019 |
| Less Than Marketable Parcels Payment Date |
Expected to be on or about 24 April 2019 |
Titanium Sands Limited
WHAT DO I NEED TO DO?
As a holder of a Less Than Marketable Parcel, your options are described below:
1. Sell your Less Than Marketable Parcel
If you wish to sell your shares through the Facility, you do NOT need to take any action. By refraining from taking any action, you will be deemed to have irrevocably appointed the Company as your agent:
- (a) to sell all your shares at a price to be determined by when and how the shares are sold, without any costs being incurred by you; and
- (b) to deal with the proceeds of the sale as set out in this letter.
If you have more than one holding on the Company's share register, you may wish to consider contacting the share registry to amalgamate your holdings. This may result in your holding no longer being classified as a Less Than Marketable Parcel.
The Company has appointed CPS Capital to sell the less than marketable parcels. Payment will be forwarded to you as soon as practicable, following settlement of the sale.
Please note that the Company will not sell your shares in the event a third party announces a takeover offer of the Company.
2. Retain your Less Than Marketable Parcel
If you do not wish to sell your Less Than Marketable Parcel, you must opt out of the Facility by completing and returning the enclosed Notice of Retention form to the address on the form so that it is received before the Closing Date.
If our share registry has not received your Notice of Retention form by the Closing Date, your shareholding will be sold under the Facility.
I have enclosed an Information Sheet about the Facility. However, the Company does not provide any recommendation or advice on whether you should sell or retain your shares. If you are unsure, you should seek independent financial, legal or taxation advice prior to deciding as to whether you wish to participate in the Facility.
Yours sincerely
David McEntaggart Company Secretary
INFORMATION SHEET
LESS THAN MARKETABLE PARCEL SALE FACILITY
1. What is a Less than Marketable Parcel?
A Less than Marketable Parcel is a holding of shares in Titanium Sands Limited (Company) valued at less than \$500. Based on the closing share price the Company's Shares as at 8 February 2019 (Record Date), this is equivalent to a holding of 27,777 shares or less.
2. What was the closing price at the Record Date?
The closing price of a share in the Company at the Record Date was \$0.018 (1.8 cents) per share.
3. Why is the Facility being offered?
The Company is providing the Facility to enable you to sell your Less than Marketable Parcel without incurring brokerage or handling costs that could otherwise make a sale of your Less than Marketable Parcel uneconomic or difficult.
The Facility will also assist the Company to reduce administrative costs associated with maintaining a number of relatively small holdings of shares.
4. What do I need to do to sell my shares?
Nothing. Your Less than Marketable Parcel will be sold through the Facility unless you return a Notice of Retention form by the Closing Date.
5. How will my shares be sold under the Facility?
Your shares will be sold by the appointed broker, CPS Capital, on the Australian Securities Exchange (ASX).
6. What price will I receive for shares sold through the Facility?
The shares will be sold at the market price of the Company's shares on ASX (ASX code: TSL) at or around the Closing Date. If at the Closing Date the value of your shares has increased so that you no longer have a Less than Marketable Parcel (e.g. due to an increase in the share price or in the number of shares you hold) your shares will NOT be sold.
You will not have control over the time at which your shares are sold, and the price you receive 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.
7. 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.
8. When will I receive the proceeds for the shares sold?
Payment will be forwarded to your registered address by cheque, following settlement of all shares sold under the Facility, or otherwise as soon as it is practicable. Payment will be made in Australian dollars.
If your address requires updating and you have an Issuer Sponsored Holding you can amend your details online through Computershare's Investor Centre website at http://www.computershare.com.au/investor . If you have a CHESS Sponsored Holding please contact your Controlling Participant to update your address.
9. What are the advantages and disadvantages of participating in the Facility?
Advantages include:
- receiving a cash payment from the sale of your Less than Marketable Parcel;
- avoiding any brokerage or related selling expenses;
- utilising a cost-effective way of disposing of a Less than Marketable Parcel; and
- the sale price being determined by reference to market price.
Disadvantages include:
- no longer holding any shares in the Company (unless you subsequently buy more);
- possible capital gains tax being payable; and
- the price of the Company's shares may subsequently rise.
10. What if I do not wish to sell my Less than Marketable Parcel?
If you do not wish to sell your Less than Marketable Parcel, you must complete the Notice of Retention form and ensure that it is received by our share registry before 28 March 2019.
If our share registry has not received your Notice of Retention form by this date, your shareholding will be sold under the Facility.
11. If I buy more shares in the Company, will I retain my holding?
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 \$500 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 Notice of Retention form.
12. What if I hold multiple Less than Marketable Parcels of shares?
If you hold multiple Less than Marketable Parcels of shares in the Company, you must complete and return a Notice of Retention form for each separate Less than Marketable Parcel you wish to retain.
13. What if my holding of shares in the Company is a CHESS Holding?
If your shares are held in a CHESS Holding, the Company may move those shares to an Issued Sponsored Holding and the shares will then be sold under the Facility.
14. Where can I obtain further information?
If you have any queries regarding the practical operation of the Facility, please contact the Company on +61 (08) 9481 0389.
15. 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 Notice of Retention form by written notice to the ASX.
Before a sale is effected under the Facility, the Company may elect to suspend or terminate the Facility either generally, or in specific cases.
TSI
MR SAM SAMPLE UNIT 123
SAMPLE STREET SAMPLETOWN NSW 2001
Return your Form to the Company's share registry:
Titanium Sands Limited 08 9481 0389 (overseas) +61 8 9481 0389
Notice of Retention Form
ર્ંા ff you wish to retain your shares, your form must be received by 4.00pm (WST) Thursday, 28 March 2019
This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.
Step 1: Shareholding Details
Use this form if you wish to retain your shares in Titanium Sands Limited. If you have recently bought or sold shares your shareholding may differ from that shown. If you have already sold all your shares in Titanium Sands Limited, do not complete or return this form. If you have more than one shareholding on Titanium Sands Limited's register and you do not wish to sell your shares under the Small Shareholding Sale Facility, you should consider consolidating them. For further advice on how to do this, contact Computershare Investor Services Pty Limited (CIS).
Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.
If you have a CHESS sponsored shareholding, please contact your Controlling Participant to notify a change of address.
Step 2: Signing Instructions
Individual: Where the shareholding is in one name, the shareholder must sign.
Joint Shareholding: Where the shareholding is in more than one name, all of the shareholders must sign.
Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form. Companies: Where the shareholding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:
- a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR
- two Directors, OR
- a Director and Secretary.
Overseas Companies: Where the shareholding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner
Deceased Estate: Where the shareholding is in the name of a deceased estate, all executors must sign; and a certified copy or original, of the required documentation must accompany this form. Details of the documentation required can be found by searching "deceased estates" on our website www.computershare.com. If the shareholding is in more than one name the surviving shareholder may sign the form and return it together with a certified copy of the death certificate of the other joint shareholder.
Step 3: Contact Details
Entering contact details is not compulsory, but will assist us if we need to contact you.
Turn over to complete the form
I ND
I 1111111111
Notice of Retention Form
For your security keep your SRN/ STEP1 $\blacksquare$ Shareholding Details HIN confidential. MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001 2000 Shares held as at close of trade on Friday, 8 February 2019: STEP 2 Signature of Shareholder(s) This section must be completed. By signing and returning this form, in accordance with the requirements set out in 'Step 2: Signing Instructions' overleaf. I/we confirm that I/we understand that my/our SHARES WILL NOT BE SOLD under the Small Shareholding Sale Facility. Shareholder 3 Shareholder 2 Individual or Shareholder 1 Sole Director and Sole Company Secretary/ Director Director/Company Secretary Sole Director (cross out titles as applicable) (cross out titles as applicable) STEP 3 Contact Details Contact Daytime Contact Telephone Date Name Email Address
Privacy Notice
The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer's administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.
