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TZ LIMITED — Capital/Financing Update 2017
Oct 5, 2017
65975_rns_2017-10-05_c0b957b4-cb11-4a35-bbdb-acfa8e5154f4.pdf
Capital/Financing Update
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TZL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
6 October 2017
Dear overseas shareholder
NON-RENOUNCEABLE PRO-RATA RIGHTS ISSUE
The Directors of TZ Limited (" TZL ") advise that they have today lodged an Offer Document with the Australian Securities Exchange for a 2 for 5 non-renounceable rights issue of approximately 201,593,341 new ordinary shares (" New Shares ") at an issue price of 2.75 cents per New Share, to raise approximately $5,543,817 (before costs) (" Rights Issue ").
Only shareholders registered with addresses in Australia, New Zealand, Hong Kong, Singapore or the United Kingdom will receive an entitlement to the Rights Issue on the basis of 2 New Shares for every 5 ordinary shares registered in their name at 7.00 pm (Sydney time) on 11 October 2017. Our records indicate that you are a shareholder with a registered address outside Australia, New Zealand, Hong Kong, Singapore and the United Kingdom, and therefore you are unable to participate in the Rights Issue under the Offer Document.
The Directors have decided that it is unreasonable to extend the offer to shareholders with addresses outside of Australia, New Zealand, Hong Kong, Singapore and the United Kingdom (" Ineligible Shareholders "), having regard to:
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the small number of shareholders in the place where the offer would be made;
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the fact that those shareholders hold a relatively small number of shares in aggregate which would involve a relatively small entitlement to the Rights Issue in both number and value; and
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the cost of complying with legal requirements and the requirements of the regulatory authorities in each of the relevant countries.
However, TZL proposes to appoint Berne No. 132 Nominees Pty Limited (the " Nominee ") to act as a nominee for the Ineligible Shareholders for the purposes of section 615 of the Corporations Act 2001. The Company has applied to the Australian Securities and Investments Commission to approve the appointment of Berne No. 132 Nominees Pty Limited as the Nominee. The Company will issue to the Nominee at the issue price of 2.75 cents per New Share, that number of New
2
Shares that Ineligible Shareholders would be entitled to if they were eligible to participate in the Rights Issue (" Nominee Shares ").
The Nominee will sell the Nominee Shares at a price and otherwise in a manner determined by the Nominee in its sole discretion. Neither TZL nor the Nominee will be liable for either the timing or price at which the Nominee Shares may be sold. Any net proceeds of sale will be distributed to each of the Ineligible Shareholders in proportion to the Ineligible Shareholders' Entitlement. Net proceeds of sale will be the gross proceeds of sale less the aggregate of all costs of selling the Nominee Shares, the issue price of the Nominee Shares and the fee payable by TZL to the Nominee for it agreeing to act as the Nominee (" Total Costs of Sale ").
Please be aware that no net proceeds of sale will be available for distribution if the Total Costs of Sale exceed the gross proceeds of sale.
For and on behalf of the Directors of TZ LIMITED
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Mark Bouris Chairman