SX 290814 Same ClassNotice_Equity_Raising_ NZXNew Talisman Gold Mines Limited (New Talisman) intends to undertake an offer of up to 204,219,035 new listed shares (the Offer) from the shortfall from the pro rata 1 for 2 renounceable rights offer which closed on 6 June 2014.
Pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets Conduct (Phase 1) Regulations 2014 (Regulations) and clause 59 of Schedule 4 of the Financial Markets Conduct Act 2013 (FMCA), New Talisman advises that:
1 The Offer is being made in reliance upon the exclusion in clause 19 of Schedule 1 of the FMCA and New Talisman is giving this notice under clause 17(1)(a) of Schedule 1 of the Regulations.
2 As at the date of this notice, New Talisman is in compliance with:
2.1 the continuous disclosure obligations that apply to it in relation to New Talisman listed shares;
2.2 its “financial reporting obligations” within the meaning set out in clause 17(4) of Schedule 1 of the Regulations.
3 As at the date of this notice, there is no information that is “excluded information” within the meaning set out in clause 17(4) of Schedule 1 of the Regulations.
4 The potential effects that the Offer and acquisition of new shares will have on the “control” (within the meaning of clause 48 of Schedule 1 of the FMCA) of New Talisman and the consequences of those effects are as follows:
4.1 As at the date of this notice, the one substantial security holder in New Talisman is Hamish Edward Elliot Brown (reported percentage holding of 11.64%) who does not control New Talisman.
4.2 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.
4.3 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.
4.4 Accordingly, the Offer is not expected to have any material effect or consequence on the control of New Talisman.