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TRIANGLE ENERGY (GLOBAL) LIMITED — Capital/Financing Update 2011
Feb 23, 2011
65907_rns_2011-02-23_492f0242-4271-4923-a3a3-42e300978334.pdf
Capital/Financing Update
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24 February 2011
SHARE PURCHASE PLAN OFFER TERMS
As announced to ASX on 23 February 2011 Triangle Energy (Global) Limited ( Triangle or Company ) invites Eligible Members (defined below) to participate in the Share Purchase Plan ( SPP or Plan ) by subscribing for up to A$15,000 of new fully paid ordinary shares in Triangle, without any brokerage. The terms and conditions of the Plan ( Terms ) are set out below.
Under the Plan, the Company will offer to Eligible Members, irrespective of the size of their shareholding ( Offer ), the opportunity to subscribe for up to A$15,000 worth of fully paid ordinary shares in the Company ( Plan Shares ) at a price of $0.055 per Plan Share ( Offer Price ). No brokerage, commission, stamp duty or other transaction costs will be payable by Eligible Members in respect of their application for, and issue of, Plan Shares.
The Offer is structured to encourage smaller shareholders of the Company to increase their holding in Triangle. The number of Plan Shares to be issued under the SPP will be capped at 65,454,546 (SPP cap of $3,600,000 applies). Applications may be scaled back, as set out below.
Your Application Form or BPAY payment must be received on or before 5.00pm (Western Standard Time) on the closing date of 17 March 2011 ( Closing Date ).
Eligibility to participate
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(a) Those members of the Company who are eligible to apply for Plan Shares under the Offer (each an Eligible Member ) are those who:
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are recorded in the Company’s register of members at 5.00pm Western Standard Time on the record date of 22 February 2011 ( Record Date ); and
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have an address (as recorded in the Company’s register of members) in Australia or New Zealand.
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(b) Where an Eligible Member is expressly noted on the Company’s register of members as a trustee or nominee on account of another person ( Beneficiary ), the Beneficiary will be deemed to be the Eligible Member and an acceptance of the Offer and subsequent issue of Plan Shares will be deemed to be made by or to the Beneficiary.
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(c) An Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful, in the reasonable opinion of the Company, to make such an offer.
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(d) Eligible Members may apply for up to a maximum of fifteen thousand dollars (A$15,000) worth of Plan Shares under the Plan. This maximum amount applies even if an Eligible Member receives more than one Offer or receives the Offer as a joint holder of Plan Shares. If an Offer is received by a member who is expressly noted on the Company’s register of members as a trustee or nominee on account of a Beneficiary, then any Plan Shares issued in relation to that Offer will not be included in calculating the maximum number of Plan Shares that may be applied for by that member, but will be included in calculating the maximum number of Plan Shares that can be applied for by the Beneficiary.
Offers made under the Plan are non-renounceable. This means that members cannot transfer to another person their right to purchase Plan Shares under this Offer.
SPP Offer Key Dates
| Record Date | 22 February 2011 |
|---|---|
| Offer Opens | 24 February 2011 |
| Offer Closes | 17 March 2011 |
| Quotation of New Shares on ASX | 24 March 2011 |
| Allot shares and despatch Holding Statements | 24 March 2011 |
Note: All dates are subject to change at the discretion of the Company.
Offer Price
Shareholders will be required, when submitting their Application Forms, to subscribe for up to $15,000 of Plan Shares at an Offer Price of $0.055 per Plan Share (i.e. a maximum number of 272,727 Plan Shares).
All Eligible Members should note that the market price of Triangle’s shares is likely to change between the date of the Offer and the date when the new Plan Shares are issued and allotted. This means that the price that an Eligible Member pays for a Plan Share under the Offer may exceed the market price of the Plan Shares at the date of the Offer or at the time the Plan Shares are issued and allotted. Accordingly, if felt necessary, Eligible Members should seek financial advice in relation to the Offer and their proposed participation under the Plan.
In accordance with:
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ASX Listing Rule 7.2, Exception 15, and express relief provided by the ASX, the Company is not required to obtain any shareholder approval for the proposed issue of Plan Shares;
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ASX Listing Rule 10.12, Exception 8, the Company is not required to obtain any shareholder approval in order to permit Triangle’s directors to accept the Offer and participate in the Plan; and
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Policy Statement 125 issued by Australian Securities & Investments Commission ( ASIC ) and ASIC Class Order 09/425, the Company is not obliged to issue a prospectus or any analogous disclosure statement in relation to the Offer or the Plan.
How much can be Invested
Under the SPP, each Eligible Member may apply for Plan Shares in allotment sizes ranging from $2,000 to $15,000, by choosing the relevant offer on the Application Form.
The maximum amount of A$15,000 worth of Plan Shares will apply even if an Eligible Member receives more than one Offer – for example, if that Eligible Member has more than one shareholding.
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Applications may be Scaled Back
If applications under the SPP exceed $3,600,000 Triangle may, in its absolute discretion, allocate a smaller number of Plan Shares than you have applied for ( Scale Back ). If there is a Scale Back each Eligible Member will receive a pro-rata allocation of Plan Shares based on the aggregate amount of Plan Shares applied for by all Eligible Members.
If there is a Scale Back, each Eligible Member will receive less than the number of Plan Shares for which they have applied.
In the event of a Scale Back the difference between the application monies received from an Eligible Member, and the number of Plan Shares allocated to that Eligible Member, multiplied by the Offer Price, will be refunded to that Eligible Member, without interest payable, as soon as practicable following the allotment.
Purpose of the Offer
The Offer will allow many Eligible Members to increase their shareholdings to a more meaningful and financially viable marketable parcel of shares without incurring any brokerage and associated charges. It also offers Eligible Members the opportunity to support the growth of the Company by making a direct cash investment in Triangle.
Triangle is actively involved in gas production and exploration from the Pase PSC located in the Aceh Province of North Sumatra, Indonesia.
The funds raised will be used by Triangle to carry out a work-over program designed to complement Pase’s fractured reservoir and to significantly increase production and for working capital purposes.
Well A-1 will be worked over to remove a blockage inside the existing 7” production string, opening an additional 442 feet of existing lower perforations while well A-2 will be worked over to drill out temporary cement plugs, with a new 13% chrome production completion string to surface.
Participation in the Plan is entirely optional
If you do not want to participate in the Plan, please ignore this document . You do not need to confirm to the Company or anyone else your election not to participate in the Plan.
How to participate in the Plan
If you wish to participate in the Plan, please read these Terms carefully, and make a BPAY payment, or return your completed Application Form together with a cheque for the value of Plan Shares applied for. Your BPAY payment or Application Form must be received before 5.00pm (Western Standard Time) on the closing date of 17 March 2011 ( Closing Date ).
As stated above, the amount of your subscription must be at least $2,000, up to a maximum of $15,000.
If the exact nominated allotment size of money is not tendered with the Application Form, the Company reserves the right to disregard your application and not allot to you any or all of the Plan Shares originally applied for. However, any fractional entitlement to a Plan Share will be rounded up to the nearest whole Plan Share, subject to the cap of A$15,000 per Eligible Member (272,727 Plan Shares). No stamp duty or brokerage will apply to Plan Shares purchased under the Plan.
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The Company may conduct a share purchase plan similar to this Plan in the future, but is not obliged to do so. However, as a practical matter, primarily due to the current provisions of the ASX Listing Rules and the Corporations Act (including related ASIC class orders), it is unlikely to do so more than once every 12 months.
Before deciding whether to accept the Offer, and if applicable the amount that you wish to subscribe, we recommend that you consider the price at which Triangle shares have been trading on the ASX and read these Terms carefully. If you feel it appropriate, you should seek independent financial or legal advice from your stockbroker, lawyer or financial adviser.
Terms of issue of Plan Shares
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(a) The Board reserves the right to refuse an application if it considers that the applicant is not an Eligible Member or has not otherwise complied with these Terms or for any other reason. If an application is refused, any monies received with that application will be refunded to the relevant Eligible Member without interest, as soon as practicable following the allotment.
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(b) The Closing Date of the Offer will be 17 March 2011.
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(c) Plan Shares allotted under the Plan will rank equally in all respects with all other issued fully paid ordinary shares of the Company on the date of issue of those Plan Shares.
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(d) The Company will, on or about 24 March 2011, apply to ASX for the official quotation of all the Plan Shares issued under the Plan.
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(e) Plan Shares to be issued under the Plan will be allotted and Holding Statements mailed on or about 24 March 2011.
General
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(a) The Plan will be administered by the Board or a committee of the Board that will have absolute discretion to:
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(i) determine appropriate procedures for administration of the Plan consistent with these Terms;
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(ii) resolve conclusively all questions of fact or interpretation arising in connection with the Plan or these Terms; and
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(iii) delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of their powers or discretions under the Plan or these Terms.
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(b) The Plan and these Terms may be suspended, terminated or amended at any time by the Board. In particular, the Board may waive compliance with any provision of these Terms, or vary these Terms if required to comply with the ASX Listing Rules.
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(c) The Company reserves the right to issue fewer Plan Shares than an Eligible Member applied for under the Plan (or none at all) if it believes that the allotment of those Plan Shares would contravene any law, regulation, ASIC class order or ASX Listing Rule.
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