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TIVAN LIMITED Capital/Financing Update 2008

Jul 17, 2008

65967_rns_2008-07-17_ceca4fb2-7644-44ff-badc-2c642b882969.pdf

Capital/Financing Update

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Rights Issue Offer Document

1. Introduction

TNG Limited ( TNG or the Company ) is making a non-renounceable pro-rata offer of shares to shareholders of TNG to raise up to $2,890,250.

This is an important document and requires your immediate attention. It should be read in its entirety.

The Offer is being made under section 708AA of the Corporations Act. This document is not a prospectus and does not contain all of the information that would ordinarily be contained in a prospectus.

Shareholders should be aware that investment in TNG involves many risks which may be higher than risks associated with investments in other companies. Investors should consider an investment in TNG as speculative. If you are in doubt about what to do or whether to accept the Offer you should consult your stockbroker, accountant, solicitor or other professional adviser without delay.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Rights Issue Offer Document. Any information or representation not so contained may not be relied on as having been authorised by TNG in connection with the Offer.

2. Details of Offer

2.1 Offer

TNG is making a non-renounceable pro-rata offer of shares to shareholders whose registered address is in Australia and New Zealand ( Eligible Shareholders ) on the basis of one share for every four shares, each at an issue price of $0.06, held at the Record Date ( Offer ). Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a share, such fraction will be rounded down to the nearest whole share. The Offer is fully underwritten by Kirke Securities Limited ( Underwriter ).

TNG will accept Entitlement and Acceptance Forms until 5.00pm WST on the Closing Date in Section 2.2 or such other date as the directors in their absolute discretion shall determine, subject to the requirements of the ASX Listing Rules.

Your entitlement is shown on the personalised Entitlement and Acceptance Form accompanying this Rights Issue Offer Document. You may accept the Offer only by applying for shares on the Entitlement and Acceptance Form.

Acceptances must not exceed your entitlement as shown on the Entitlement and Acceptance Form, although you may accept for all or only part of your entitlement. If your acceptance exceeds your entitlement, acceptance will be deemed to be for your maximum entitlement and any surplus application monies will be returned to you.

Acceptance of a completed Entitlement and Acceptance Form by TNG creates a legally binding contract between the applicant and TNG for the number of shares accepted or deemed to be accepted by the applicant. The Entitlement and Acceptance Form does not need to be signed by the applicant to be legally binding. The Offer and contract formed on acceptance are governed by the laws of Western Australia.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

Shares offered by this Rights Issue Offer Document are expected to be issued, and security holder statements dispatched, on the date specified in the timetable in Section 2.2.

It is the responsibility of applicants to determine their allocation prior to trading in the shares. Applicants who sell shares before they receive their holding statements will do so at their own risk.

2.2 Timetable

Lodgment of Appendix 3B and s708AA notice 4 July 2008
Notice to shareholders 8 July 2008
Existing shares quoted onan "ex"basis 9 July 2008
RecordDate 15 July 2008
Rights Issue Offer Document and Entitlement and
AcceptanceFormdespatched toEligible Shareholders
18 July 2008
ClosingDate 12 August 2008
Anticipated date for the issue of the shares, dispatch of
holding statements
15 August 2008
Commencement oftrading ofthe shares 18 August 2008

There will be no deferred trading of the shares following the Closing Date. Subject to the ASX Listing Rules, the directors reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the shares.

2.3 Use of Funds

It is proposed that the current cash reserves of TNG and the proceeds raised from the Offer be allocated as follows:

$'000
Pre Offer cash available 3,930
Funds raised from the Offer 2,890
Total funds available 6,820
Project exploration 1,886
Expenses ofthe Offer 70
Litigationprovision includinglegalcosts 2,800
General workingcapital 2,064
Total funds applied 6,820

The Offer is underwritten. The underwriting and director participation as subunderwriters is subject to Shareholder approval. If Shareholders do not approve the underwriting agreement or director participation as subunderwriters then the Offer will not be underwritten and the amount raised by the Offer will be determined by the amount of Shareholders who participate in the Offer and the ability of directors to place any shortfall. Further information on the placement of any shortfall, if required, is in section 5.4.

2.4

No Rights trading

The pro-rata offer of shares is non-renounceable, which means that Eligible Shareholders may not sell or transfer all or any part of their entitlement to subscribe for shares under the Offer.

2.5

Share trading history

The lowest and highest market sale prices of Shares on ASX during the three months immediately preceding the date of this Rights Issue Offer Document were $0.082 on 11 July 2008 and $0.17 on 28 April 2008 respectively.

The last sale price for Shares traded on ASX prior to the date of this Rights Issue Offer Document was $0.082 on 11 July 2008.

2.6 ASX quotation and Deferred Settlement Trading

Application has been made to ASX for the official quotation of the shares to be issued under the Offer. If permission is not granted by ASX for the official quotation of the shares to be issued under the Offer, TNG will repay, as soon as practicable, without interest, all application monies received pursuant to the Offer.

2.7 Taxation implications

The directors do not consider it appropriate to give shareholders advice regarding the taxation consequences of subscribing for shares under this Rights Issue Offer Document. TNG, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to shareholders. As a result, shareholders should consult their professional tax adviser in connection with subscribing for shares under this Rights Issue Offer Document.

2.8 Overseas shareholders

No Offer will be made to shareholders resident outside Australia and New Zealand.

This Rights Issue Offer Document and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Rights Issue Offer Document. The distribution of this Rights Issue Offer Document in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Rights Issue Offer Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

2.9 Privacy

TNG collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s security holding in TNG.

By submitting an Entitlement and Acceptance Form, each applicant agrees that TNG may use the information provided by an applicant on the Entitlement and Acceptance Form for the purposes in this privacy disclosure statement and may disclose it for those purposes to the share registry, TNG’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, TNG may not be able to accept or process your application.

An applicant has a right to gain access to the information that TNG holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to TNG’s registered office.

2.10 Enquiries

Enquiries concerning the Entitlement and Acceptance Form can be made by contacting the Computershare Investor Services Pty Ltd ( Computershare ) by telephone on (08) 99323 2000 or by facsimile: on (08) 9323 2033. The addresses for Computershare are:

By post: Computershare, GPO Box D182, Perth WA 6840

By email: [email protected]

General enquires in relation to TNG can be made to the company secretary at Level 1, 282 Rokeby Road, Subiaco, WA, Australia, 6008 or by telephone on (08) 9327 0900 or by facsimile on 08) 9327 0901. Information may also be obtained by visiting the Company's website at www.tngltd.com.au.

3. Risk Factors

An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in TNG.

The directors consider that the following summary, which is not exhaustive, represents some of the specific risk factors which shareholders need to be aware of in evaluating TNG’s business and risks of increasing your investment in TNG. Shareholders should carefully consider the following factors.

(a) Litigation Risks

TNG is a party to proceedings instituted by the Commonwealth of Australia (Commonwealth) in the Supreme Court of the Australian Capital Territory in which the Commonwealth claims that it is entitled to a constructive trust over shares held by TNG in Kanowna Lights NL (now Peninsula Minerals Limited). The Commonwealth has claimed that as constructive trustee, TNG is liable to account for the highest market value at which the shares could have been sold and interest on that market value.

The Commonwealth claims that it is entitled to an amount of $2,146,687.29 representing a claim of $1,274,400 for the value of the Kanowna Lights NL shares and interest thereon since 23 October 2000.

TNG has issued cross-claims against several parties in the proceedings.

TNG is also vigorously defending the Commonwealth claims. It is not possible to predict the likely outcome of the matter or the timing of an outcome.

Any adverse finding made against TNG which cannot be successfully recovered from cross claims made against other parties may result in TNG being liable to pay up to the amount claimed by the Commonwealth. TNG may also be liable for costs of the proceedings if awarded against it, as well as its own legal costs.

The court proceedings commenced 10 June 2008.

The matter has now been adjourned, and is scheduled to recommence in late August 2008. It is currently listed for an additional five weeks of hearing then.

It is likely the outcome of this matter will not be known until after the Closing Date. Any adverse finding made against TNG which cannot be successfully recovered from cross claims made against other parties may result in TNG being liable to pay up to the amount claimed by the Commonwealth. TNG may also be liable for costs of the proceedings if awarded against it.

  • (b) Sharemarket Conditions

The market price of TNG’s securities may be subject to varied and unpredictable influences on the market for equities in general and resources stocks in particular.

  • (c)

General Economic Climate and Share Market Conditions

Factors such as inflation, currency fluctuation, interest rates and supply an demand have an impact on operating costs, commodity prices and stock market prices. The Company’s future revenues and the market price for its listed securities may be affected by these factors, as well as fluctuations in the price of minerals, which are beyond TNG’s control.

  • (d) Mambarrum Project

The Mambarrum Lead-Zinc-Silver project is located 70 Kilometres northeast of Kununurra and is wholly located within the Northern Territory. The location of the project is considered to be in a culturally and environmentally sensitive location.

In relation access to land there is a substantial level of regulation and restriction on the ability of mining companies to have access to land in Australia. The Native Title Act 1993 (Cwth) gives statutory recognition of claims of Native Title. The company may from time to time, need to negotiate with any Native Title claimant for continued access rights to the tenements. In addition, agreement will need to be reached with

Native Title claimants and/or holders in the event of mining. There may be significant delays and costs associated with these negotiations and to reach agreement acceptable to all relevant parties.

The company's operations at Mamburrum will be subject to environmental regulation. Environmental regulations are likely to evolve in a manner that will require stricter standards and enforcement, increased fines, penalties for non-compliance and more stringent environmental assessment before mining operations can commence, which could impact on the timing and viability of the Mamburrum project.

  • (e) Operational Risk

The business of mining and mineral exploration by its nature contains significant risks. The business depends on, amongst other things, successful exploration and identification of mineral reserves, security of tenure, the availability of adequate funding, good industrial relationships and competent management.

  • (f)

  • Commodity price volatility and foreign exchange risk

In the event that the Company achieves exploration success leading to production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price risks.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for minerals, forward selling by producers, and production cost levels in major metal-producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Furthermore, international prices of various commodities are denominated in United States Dollars whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States Dollar and the Australian Dollar as determined in international markets.

  • (g) General Environmental Risks

Mining is an industry which has become subject to increasing environmental responsibility and liability. The potential liability is an ever-present risk. The company may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining or other activities for which it has not been responsible.

(h) Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available through drilling, sampling and similar examinations.

In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should TNG encounter mineralisations or formations different from those predicted, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect TNG’s operations.

(i) Speculative Nature of the Investment

The above list of risk factors ought not be taken as an exhaustive list of the risks faced by TNG or by investors in TNG. The above factors and others not specifically referred to above may in the future materially affect the financial performance of TNG and the value of shares offered under this Right Issue Rights Issue Offer Document.

Therefore, the shares pursuant to this Rights Issue Offer Document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the new shares. Potential investors should consider that an investment in TNG is speculative and should consult their professional advisors before deciding whether to apply for shares.

4. Underwriting

4.1 Underwriting agreement

On 2 July 2008, the Company and the Underwriter entered into an underwriting agreement ( Underwriting Agreement ) pursuant to which the Underwriter agreed to fully underwrite the Offer.

However, under the Underwriting Agreement the Underwriter is not required to underwrite the Offer and subscribe for the shortfall shares unless:

  • (a) the Underwriter is satisfied as to the form of the Offer document;

  • (b) the Company establishes a due diligence committee for the purpose of meeting the statutory requirements in respect of the Offer and the Underwriter is satisfied in its absolute discretion with a report prepared by that committee;

  • (c) the Underwriter advises the Company in writing that it is satisfied in its absolute discretion with its due diligence enquiries in respect of the Company;

  • (d) the Underwriter procures such persons to sub-underwrite the Offer as the Underwriter in its absolute discretion thinks fit.

The Underwriting Agreement terminates immediately if any of the conditions above are not satisfied or waived by the date of lodgement of the Offer document.

The Underwriting Agreement is subject to and conditional upon:

  • (a) The Company obtaining Shareholder approval for the Underwriting Agreement; and

  • (b) Shareholders authorising the Directors to sub-underwrite the Offer.

If Shareholder approval is not obtained by 11 August 2008 then the Underwriting Agreement immediately terminates.

By the Underwriting Agreement, the Company will immediately, after the issue of the underwritten shares, pay to the Underwriter an underwriting fee of 2% of the aggregate offer price of the underwritten shares, estimated to be $57,805.

Additionally, the Company will pay all professional and third party fees incurred by the Underwriter in respect of the Offer.

The Company must pay the Underwriter on demand a fee equal to 2% of the total aggregate issue price of the underwritten shares if the Company terminates the Underwriting Agreement without due cause or in bad faith.

The Underwriting Agreement contains termination clauses that relieve the Underwriter of its obligations if certain events occur. These include:

  • (a) ( Announcement and application for quotation) The Company does not make an announcement of the Offer or apply for quotation of the underwritten shares with ASX in accordance with the agreed timetable.

  • (b) (Offer document) The offer document or the offer is withdrawn by the Company.

  • (c) (No Official Quotation) ASX does not give approval for the underwritten shares to be quoted.

  • (d) (Supplementary offer document) The Underwriter reasonably forms the view that a supplementary or replacement document must be issued.

  • (e) ( Non compliance with section 708AA of the Corporations Act ) The Offer is not conducted in accordance with section 708AA of the Corporations Act.

  • (f) ( Prohibition on acquisition of underwritten shares ) The Underwriter is prohibited from acquiring the underwritten shares by reason of the takeover provisions in the Corporations Act.

  • (g) ( Misleading offer documentation ) There is a misleading omission from or the offer documentation contains a material statement that is misleading or deceptive.

  • (h) (Restriction on allotment) The Company is prevented from allotting the underwritten shares.

  • (i) (Index change) The S&P ASX 200 Index as determined at close of trading falls to a level that is 90% or less of the level at the close of trading on the date of the agreement.

  • (j) (Indictable offence) A Director of the Company or any related body corporate is charged with an indictable offence.

  • (k) (Return of capital or financial assistance) The Company or a related body corporate takes any steps to undertake a return of capital or to pass a resolution seeking financial assistance without the prior written consent of the Underwriter.

  • (l) (Banking facilities) The Company's bankers terminate or issue any demand or penalty notice or amend the terms of any existing facility or require additional security for any existing facility.

  • (m) (Change in laws) Legislation is introduced, a public announcement of prospective legislation or policy is made or a regulatory authority adopts regulations or policy which does or is reasonably likely to prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock markets generally.

  • (n) (Failure to comply) The Company or any related body corporate fails to comply with a provision of its constitution, any statute, any regulatory requirement or material agreement and that failure to comply has a material adverse effect.

  • (o) (Alteration of capital structure or constitution) Except as described in the offer document, the Company alters its capital structure or its constitution without the prior written consent of the Underwriter.

  • (p) (Hostilities) There is an outbreak of significant hostilities or a major escalation in existing hostilities after the date of the agreement involving one or more of Australia, Japan, Russia, the United Kingdom, Germany, the United States of America, the Peoples Republic of China, North Korea or South Korea or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world.

  • (q) (Extended force majeure) A force majeure, which prevents or delays an obligation under the agreement exists and lasts in excess of two (2) weeks.

  • (r) (Default) The Company is in default of any of the terms and conditions of the agreement or breach of any warranty or covenant given or made by it under the agreement.

  • (s) (Adverse change) Any adverse change occurs in respect of the Company or its assets which has a material adverse effect.

  • (t) (Investigation) Any person is appointed under any legislation in respect of companies to investigate the affairs of the Company or a related body corporate.

  • (u) (General meeting required) ASX or ASIC or any other governmental agency requires the Company to convene a general meeting to consider any aspect of the issue of the underwritten shares.

  • (v) (Due diligence) There is a material omission from the results of the due diligence investigation performed in respect of the Offer or the results of the investigation or the verification material is materially false or misleading.

  • (w) (Prescribed occurrence) A prescribed occurrence occurs such as where the Company or a related body corporate converts its shares, reduces its share capital, enters into a buyback agreement, grants options over its shares, issues convertible notes, agrees to dispose of a substantial part of its business or property or charge a substantial part of its business or property or suffers an insolvency event.

  • (x) (Suspension of debt payments) The Company suspends payment of its debts generally.

  • (y) (Event of insolvency) An event of insolvency occurs against the Company or a related body corporate.

  • (z) (Judgment) A judgment in an amount exceeding $50,000 is obtained against the Company or a related body corporate and is not set aside or satisfied within seven (7) days.

  • (aa) (Takeovers Panel) The Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are

unacceptable circumstances under Part 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel and that such a declaration or application has a material adverse effect.

For the purposes of the above paragraphs, "material adverse effect" means an actual material adverse effect on the assets, financial condition, financial position, prospects, business or operations of the Company and any related body corporate either individually or taken as a whole or an event which could, in the reasonable opinion of the Underwriter, give rise to a liability of the Underwriter under the Corporations Act in respect of the Offer or where the Underwriter's obligations under the agreement become materially more onerous than those which exist at the date of the agreement.

As a term of the underwriting, the Company has agreed to indemnify the Underwriter, its related bodies corporate and their respective directors, officers, employees, agents, representatives and advisers from and against any and all claims, actions, damages, losses, liabilities, costs or expenses including costs for legal advice on a solicitor/client basis (Losses) which any indemnified party incurs or suffers in respect of or in any way relating to the Offer, the offer document or the agreement including any Losses in connection with any investigation, inquiry or hearing by ASIC, ASX or a government agency.

The Underwriting Agreement also contains covenants, warranties, representations and other terms usual for an agreement of this nature.

4.2 Directors' interests in Company securities and sub-underwriting obligations

The directors or their nominees currently hold shares and options.

The directors or their nominees have each agreed to sub-underwrite part of the Offer. Their sub-underwriting commitments are on the same terms as subunderwriting commitments from others, and are unconditional and irrevocable. However, if the Offer does not proceed, or the Underwriter terminates its obligations under the underwriting agreement, the sub-underwriting arrangements terminate immediately. The sub-underwriters will not be paid a sub-underwriting fee.

If there are any Shortfall Shares the Underwriter will determine the obligations of each of the sub-underwriters in accordance with the sub-underwriting agreements. The percentage of Shortfall Shares sub-underwritten by each director is in the table below.

The directors' and their nominee's current shareholdings and interests in shares and options and their sub-underwriting obligations are as follows:

Mr
John W
Barr
Mr
Neil
Biddle
Mr
Terence
Smith
Mr
Michael
Bowen
Mr
Edward Fry
Current
Number of
Shares
7,480,000 7,156,625 5,272,710 3,265,090 1,876,785
Current
percentage
holding
3.88% 3.71% 2.74% 1.69% 0.97%
Current
number of
Options
3,000,000 3,000,000 2,000,000 2,000,000 1,500,000
Entitlement to
Shares under
the Offer1
1,870,000 1,789,156 1,318,177 916,272 469,196
Maximum
number of
Shares under
the Sub-
underwriting
commitment
3,333,333 6,666,666 3,333,333 3,333,333 833,333
Maximum
number of
Shares
following the
Offer2
12,683,333 15,612,447 9,924,220 7,514,685 3,179,314
Maximum
percentage of
Shares
following the
Offer2
5.26% 6.48% 4.12% 3.12% 1.32%

1 Assuming Directors do not exercise their options.

2 Assuming no Shareholders other than Directors and their nominees take up their entitlements under the Offer.

At the time of lodging the Rights Issue Offer Document the Directors and their nominees have indicated that they will take up their full entitlement under the Offer.

5. Action Required

5.1 Acceptance of shares under this Rights Issue Offer Document

Should you wish to accept all of your Entitlement to subscribe for shares, then applications for shares under this Rights Issue Offer Document must be made on the Entitlement and Acceptance Form which accompanies this Rights Issue Offer Document or by completing a BPAY payment, in accordance with the instructions referred to in this Rights Issue Offer Document and on the Entitlement and Acceptance Form. Please read the instructions carefully.

If you wish to pay by cheque please complete the Entitlement and Acceptance Form which must be accompanied by a cheque in Australian dollars, crossed 'Not Negotiable' and made payable to 'TNG Limited - Rights Issue A/C' and lodged at any time after the issue of this Rights Issue Offer Document and on or before the Closing Date at TNG’s share registry (by delivery or by post) at the addresses in section 2.8 above.

If you wish to pay via BPAY you must follow the instructions in the Entitlement and Acceptance Form. Eligible Securityholders who elect to pay via BPAY will not need to return their completed Entitlement and Acceptance Form. Please read the instructions carefully.

5.2 If you wish to take up only part of your entitlement

Should you wish to only take up part of your Entitlement, then applications for shares under this Rights Issue Offer Document must be made on the Entitlement and Acceptance Form which accompanies this Rights Issue Offer Document or by completing a BPAY payment in respect of the portion of your Entitlement you wish to take up in accordance with the instructions referred to in this Rights Issue Offer Document and on the Entitlement and Acceptance Form. Please read the instructions carefully.

If you wish to pay by cheque please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of shares you wish to accept and the amount payable (calculated at $0.06 per share accepted). Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed 'Not Negotiable' and made payable to 'TNG Limited - Rights Issue A/C' and lodged at any time after the issue of this Rights Issue Offer Document and on or before the Closing Date at TNG’s share registry (by delivery or by post) at the addresses in section 2.8 above.

If you wish to pay via BPAY you must follow the instructions in the Entitlement and Acceptance Form. Eligible Securityholders who elect to pay via BPAY will not need to return their completed Entitlement and Acceptance Form. Please read the instructions carefully.

5.3 If you do not wish to take up your entitlement

If you do not wish to accept any of your Rights, you are not obliged to do anything. In that case, shares not accepted by the Closing Date will become Shortfall Shares and you will receive no benefit.

The number of shares you hold and the rights attaching to those shares will not be affected should you choose not to accept any part of your entitlement, however your percentage holding in the capital of TNG will be diluted.

5.4 Placement of Shortfall

The underwriting agreement is subject to and conditional upon the Company obtaining shareholder approval to underwrite the offer and the Director's to participate as sub-underwriters of the Offer on or before 11 August 2008. If these conditions precedent are not satisfied then the underwriting agreement will terminate.

If the underwriting agreement terminates and there is a shortfall the Directors intend to attempt to place the shortfall to parties determined in their absolute discretion (“ Shortfall Offer ”). The Shortfall Offer will be made on the same terms as shares under the Offer.

Participants in the Shortfall Offer can accept the Shortfall Offer by completing the application form for the amount of shortfall shares indicated (which will be sent to participants with a copy of this document) and sending it to the Company together with a cheque in the amount specified in the application form made payable to TNG Limited - Rights Issue A/C .