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TRIANGLE ENERGY (GLOBAL) LIMITED — Capital/Financing Update 2017
Mar 15, 2017
65907_rns_2017-03-15_978bf234-7f08-4e1c-840e-53f601f7060c.pdf
Capital/Financing Update
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ASX: TEG
16 March 2017
ASX Release
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Less than Marketable Parcel Share Sale Facility
Triangle Energy (Global) Ltd (ASX:TEG) ( Triangle , the Company ) is pleased to announce details of a share sale facility ( Facility ) for holders of less than a marketable parcel of the Company’s shares (defined in the ASX Listing Rules as a parcel of securities with a market value of not less than $500) ( Less than Marketable Parcel ).
A less Than Marketable Parcel of Triangle shares will be any registered holding of 13,157 shares or less on the Record Date. The Record Date for the purposes of establishing holders of Less Than Marketable Parcels has been set at 7:00pm (AEST) on 15 March 2017.
The Company currently has 1,049 shareholders of which approximately 609 hold a Less Than Marketable Parcel. Those holdings represent 58% of the Company’s total issued shares. Shareholders who own 13,158 shares or more will not be eligible to participate.
Triangle is providing the Facility to holders of Less Than Marketable Parcels to sell their shares without incurring any costs that could otherwise make a sale of their shares uneconomic. In addition, the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.
The Company is offering this Facility to assist holders of Less Than Marketable Parcels to sell shares without having to use a broker or pay brokerage. Triangle will pay for all the costs of the sale for shareholders who use this Facility, excluding tax consequences from the sale which remains the shareholder’s responsibility.
The price that those shareholders receive for their shares under the Facility will be determined by, when, and how the shares are sold. The shares will be sold as soon as practicable after 5:00pm (AEST) on 17 May 2017.
Triangle may sell the shares on market or in any other way it considers fair and reasonable in the circumstances. If the shares are sold on market, the Company will use its best endeavours to obtain the highest available price for the shares, but given the sale of the shares is subject to market conditions, no guarantee as to the price can be given by the Company and the price will depend on a number of factors.
If Triangle sells the shares other than on market, the price will be the price that the Company has been able to negotiate with the acquirer or acquirers. In any event, the sale price will not be less than that price equal to the simple average of the last sale prices of the shares quoted on ASX for each of the ten trading days immediately preceding the date of any offer received by the Company.
triangleenergy.com.au
Triangle Energy (Global) Limited ABN 52 110 411 428 Unit 7/589 Stirling Hwy Cottesloe WA 6011 PO Box 337 Cottesloe WA 6911 Australia T +61 8 9286 9300 F +61 8 9385 5184
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A summary of the key dates in relation to the Facility is as follows:
| Event | Date |
|---|---|
| Record Date | 15 March 2017 at 7:00pm(AEST) |
| Facilityannounced to ASX | 16 March 2017 |
| Letters sent to shareholders holding Less Than Marketable Parcels |
Commencing 21 March 2017 |
| ClosingDate for receipt of Share Sale Facilityforms | 2 May2017 at 7:00pm(AEST) |
| Less than Marketable Parcels Payment date | Expected to be on or about 17 May2017 |
Attached is a copy of the Notice of Intention to Sell, which will be sent to all shareholders holding Less Than Marketable Parcel of shares on the Record Date.
About Triangle Energy:
Triangle Energy is an oil and gas production and exploration company based in Perth. The Company holds a 57.5% working interest in the producing Cliff Head oil field in the Perth Basin and an operating interest in the Reids Dome Production Licence in Queensland. Triangle Energy continues to assess acquisition prospects to diversify and grow the portfolio of assets.
For Further information, please contact:
Robert Towner +61 414 594 868 Darren Bromley +61 419 940 587 [email protected] | www.triangleenergy.com.au
triangleenergy.com.au
Triangle Energy (Global) Limited ABN 52 110 411 428 Unit 7/589 Stirling Hwy Cottesloe WA 6011 PO Box 337 Cottesloe WA 6911 Australia T +61 8 9286 9300 F +61 8 9385 5184
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16 March 2017
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Important Notice – Intention to Sell Shares of Less Than Marketable Parcel
Triangle Energy (Global) Ltd (ASX:TEG) ( Triangle , the Company ) is pleased to announce the Company will commence the process for the sale of ordinary shares ( shares ) for holders who hold less than a Marketable Parcel (defined in the ASX Listing Rules as a parcel of securities with a market value of not less than $500) ( Less Than Marketable Parcel ) ( Facility ).
This offer applies to shareholders who at 7:00pm (AEST) on 15 March 2017 ( Record Date ) were holders of shares in Triangle with a market value of less than $500 based on the issue price of Triangle shares trading on ASX of $0.038 per share on the Record Date (22,029 shares traded). Our records show that you are the holder of a Less Than Marketable Parcel as at the Record Date and accordingly your shareholding is eligible to participate in this share sale facility.
Triangle is offering this Facility as it provides the following benefits:
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Holders of a Less Than Marketable Parcel have the opportunity to sell their shares without incurring any brokerage or handling costs which, in proportion to the value of their holding, may otherwise render a sale unattractive or uneconomical; and
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The Company’s expenses and administration involved in maintaining shareholdings of less than a marketable parcel is reduced.
As at the Record Date, the Company has approximately 1,049 shareholders of which approximately 609 hold a Less Than Marketable Parcel of shares that in aggregate represent approximately 58% of all issued shares.
You may choose to retain your holding, otherwise the Company will sell all of your existing holding as explained below.
1. Sell all of your Less Than Marketable Parcel
If you wish to sell your shares without incurring brokerage or handling costs, you do not need to take any action other than completing the enclosed Share Sale Facility Form. Triangle is authorised under Clause 3.10 of its Constitution to sell your shares following the Closing Date. Your shares will be pooled with other shares under this Facility and sold as soon as practicable after the Closing Date.
Triangle intends to appoint an execution-only broker on behalf of shareholders to effect any sales under this Facility.
The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. The shares will be sold as soon as practicable after the Closing Date. Triangle may sell your shares on market or in any other way it considers fair and reasonable in the circumstances. If the shares are sold on market the Company will use its best endeavours to obtain the highest available price for the shares, but given the sale of the shares is subject to market conditions, no guarantee as to the price can be given by the Company and the price will depend on a number of factors. You will not have control over the time at which your shares are sold. The price you receive may be different from the price appearing in the newspaper or quoted by ASX on any day, may not be the best price on the days that your shares are sold and may be an average price per share based on the price obtained for all the shares sold under the Facility. If Triangle sells your shares other than on market, the price will be the price that Triangle has been able to negotiate with the acquirer or acquirers. In any event, the sale price will not be less than that price equal to the simple average of the last sale prices of the shares quoted on ASX for each of the ten trading days immediately preceding the date of any offer received by the Company.
Australian residents will only be paid their sale proceeds in Australian dollars by direct credit to an account held with an Australian financial institution. You must complete and return the enclosed Share Sale Facility Form, including your direct credit of payments instruction in section C.
Non-resident holders who do not have an account with an Australian financial institution will be paid in Australian dollars by cheque.
There is an option on the Share Sale Facility Form to choose to donate the proceeds of the sale of your Triangle shares to The Telethon Type 1 Diabetes Family Centre (www.telethontype1.org.au). The Centre is a registered charity that supports children and their families to face the challenges of type 1 diabetes with confidence. It is proudly supported by Telethon and Lotterywest, and is the first facility of its kind in Australia. Amounts less than $100 which remain unclaimed at 2 May 2018 will be donated to The Telethon Type 1 Diabetes Family Centre.
All costs associated with the sale of your shares will be borne by the Company. No brokerage will be payable by you.
If your shares are held in a CHESS holding, Triangle may, after the Closing Date, initiate a holding adjustment to move your shares to the issuer sponsored sub-register for the purpose of this Facility.
Any tax consequences arising from the sale of your shares will be your responsibility.
triangleenergy.com.au
Triangle Energy (Global) Limited ABN 52 110 411 428 Unit 7/589 Stirling Hwy Cottesloe WA 6011 PO Box 337 Cottesloe WA 6911 Australia T +61 8 9286 9300 F +61 8 9385 5184
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2. Retain your existing holding
If you wish to retain your existing holding then you must either:
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correctly complete, sign and return the enclosed Share Sale Facility Form so that it is received by 5.00pm (AEST) on 2 May 2017, being the Closing Date of this Facility. Please read the instructions on your personalised Share Sale Facility Form carefully before completing it; or
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arrange to have multiple holdings consolidated into the one holding which has 13,158 or more shares on the Closing Date; or
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make your own arrangements outside this Facility to purchase additional shares so that you are the registered holder of 13,158 or more shares on the Closing Date. For a purchase to be an effective notification that you wish to retain your shares, any additional shares purchased must be registered by 5:00pm (AEST) on the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.
If you successfully take one of these steps, Triangle will not be entitled to sell your shares under this Facility.
Important information
Triangle reserves the right to vary, delay or terminate this sale facility by notice to the ASX.
Triangle is not bound to sell any or all of the shares that may be available for it to sell under this facility, and there is no guarantee that Triangle will be able to sell your shares. In addition, the sale proceeds may differ from the market value of your shares on the Record Date, depending on movements in the market price of the shares and on the Company appointed brokers’ ability to procure purchasers.
The Company will determine whether a shareholder has a Less Than Marketable Parcel as at the Record Date. The Company will not have any reference to any increase in the price of shares after the Record Date in determining whose shares may be sold or bought back pursuant to this facility.
Please also note that the Company will not sell your shares in the event that a third party announces a takeover offer for the Company. Consistent with its continuous disclosure obligations, the Company may release to the ASX information that may be material to a shareholder’s decision as to whether they wish to retain their shares. This information will, if released, be available on the ASX website www.asx.com.au (ASX code “TEG”) and on the Company’s website www.triangleenergy.com.au.
If you have a Less Than Marketable Parcel as at the Record Date, then unless you take one of the steps outlined in section 2 of this letter, Triangle will be entitled to sell your shares under this Facility.
Neither Triangle nor any other person involved in the Facility shall be liable for failure to sell the shares or at a particular price. The price of Triangle shares is subject to change and an up-to-date price can be obtained from the ASX website set out above.
The Company reserves the right to change any of the dates referred to in this letter by notice to the ASX.
Triangle does not make any recommendation or provide any advice to you regarding whether to buy, sell or hold your shares nor that this Facility is the best way to sell your Triangle shares.
If you require advice as to whether to sell your shares, please consult your legal, financial or taxation adviser.
For further information about lodging your form or the practical operation of the Facility, please contact the Company's share registry, Automic Registry Services on 1300 288 664 between the hours of 9.00am (AEST) and 5.00pm (WST) Monday to Friday.
Yours faithfully
[Signed electronically without signature]
Mr Darren Bromley Director / Company Secretary
For Further information, please contact: Robert Towner +61 414 594 868 Darren Bromley +61 419 940 587 [email protected] | www.triangleenergy.com.au
triangleenergy.com.au
Triangle Energy (Global) Limited ABN 52 110 411 428 Unit 7/589 Stirling Hwy Cottesloe WA 6011 PO Box 337 Cottesloe WA 6911 Australia T +61 8 9286 9300 F +61 8 9385 5184