5 May 2014
ASX Market Announcements
ASX Limited
20 Bridge Street
Sydney NSW 2000
This notice is given by New Talisman Gold Mines Limited ARBN: 009474702 (New Talisman) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (Corporations Act) as modified by Australian Securities and Investments Commission Class Order [CO 08/35] (CO 08/35).
New Talisman intends to undertake a pro-rata 1 for 2 renounceable rights offer of new listed shares (the Offer).
New Talisman advises that:
1 the Offer of new listed shares is being made without disclosure under Part 6D.2 of the Corporations Act;
2 this notice is being given under section 708AA(2)(f) of the Corporations Act as modified by CO 08/35;
3 as at the date of this notice, New Talisman has complied with:
3.1 the provisions of Chapter 2M of the Corporations Act as they apply to New Talisman; and
3.2 section 674 of the Corporations Act;
4 as at the date of this notice, there is no information that is “excluded information” within the meaning of sections 708AA(8) or 708AA(9) of the Corporations Act as modified by CO 08/35 which is required to be set out in this notice under section 708AA(7) of the Corporations Act, other than that New Talisman is continuing to negotiate definitive documentation for the convertible note facility advised to the market on 28 April 2014;
5 the potential effect of the Offer on the control of New Talisman and the consequences of that effect depend on a number of factors, including the extent to which eligible shareholders participate in the Offer:
5.1 As at the date of this notice, the substantial security holders in New Talisman are Hamish Edward Elliot Brown (reported percentage holding of 8.3%) and HFT Nominees Pty Limited (reported percentage holding of 6.40%). None of the substantial shareholders control New Talisman.
5.2 If all eligible shareholders take up their pro rata entitlements to new shares under the Offer, their percentage shareholding in New Talisman will remain the same and there will be no effect on the control of New Talisman, provided that the entitlements of ineligible shareholders are taken up by third parties.
5.3 Although shareholders with registered addresses outside of New Zealand and Australia are not eligible to participate in the Offer (and their percentage shareholding will be diluted as a result of the issue of new shares), the combined percentage interest of those ineligible shareholders is not sufficiently significant for its dilution to have a material effect on the control of New Talisman if all eligible shareholders take up their entitlements.
5.4 If some eligible shareholders do not take up their full entitlement, such shareholders’ percentage shareholding will be reduced (relative to those who did take up their full entitlement), and New Talisman will be entitled to allocate that shortfall to other parties who have taken up their full entitlement.
5.5 In addition, if there is a shortfall under the Offer (following any applications for additional new shares, as described above), New Talisman will be entitled to place the shortfall to any persons (subject to complying with applicable securities laws and listing rules).
5.6 New Talisman has not sought a waiver from NZX Main Board Listing Rule 7.5 (regulating issues of shares which could affect the effective control of New Talisman), and the Takeovers Code will also prevent any person holding or controlling 20% or more of the voting securities in New Talisman as a result of the Offer.
5.7 Accordingly, the Offer is not expected to have any material effect or consequence on the control of New Talisman.
Yours sincerely,
Sue Sangster
Company Secretary
New Talisman Gold Mines Limited
+ 64 9 303 1893