New Talisman Gold Mines Limited today issued a total of 78,722,716 under its renounceable rights issue.
Shares are anticipated to be traded on the ASX and the NZX main board from Monday 16 June 2014.
Published
Securities
Published
Rights Issue – Extension of Key Dates
Rights Issue – Extension of Key Dates
To ensure that Australian shareholders are not adversely affected by the New Zealand Queen’s Birthday statutory holiday on 2 June the rights issue has been extended from 3 June to 6 June.
The revised timetable is set out below:
Closing Date (last day for receipt of the completed Entitlement and Acceptance Form with payment and last day for renunciations) Friday 6 June 2014 5.00pm (NZ time) and 3.00pm (AEST)
Shortfall notified to the NZX and the ASX Thursday 12 June 2014
Allotment and Issue of New Shares and dispatch of holding certificates (Issue Date) Friday 13 June 2014
Quotation of New Shares Monday 16 June 2014
These dates are subject to change, New Talisman reserves the right to amend this timetable, subject to the Listing Rules and all applicable laws, including by extending the Closing Date. New Talisman reserves the right to withdraw the Offer and issue New Shares at any time before the Issue Date in its absolute discretion.
Sue Sangster
Company Secretary
+64 9 303 1893
Published
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
| Name of entity |
| New Talisman Gold Mines Limited |
| ABN |
| 009 474 702 |
We (the entity) give ASX the following information.
Part 1 ‑ All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 | +Class of +securities issued or to be issued | Fully Paid Ordinary SharesOptions |
| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | Up to 282,941,751 Ordinary Shares |
| 3 | Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) | Fully paid ordinary shares on payment of NZ 0.8 cent or AU 0.8 cent per share
|
| 4 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state:
|
The ordinary shares rank equally in all respects with ordinary fully paid shares. | |||
| 5 | Issue price or consideration | NZ 0.8 cent or AU 0.8 cent payable in cash for each fully paid share | |||
| 6 | Purpose of the issue(If issued as consideration for the acquisition of assets, clearly identify those assets)
|
To initiate production at the Talisman Mine and fund general working capital | |||
| 6a | Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i | Yes | |||
| 6b | The date the security holder resolution under rule 7.1A was passed | 19 September 2013 | |||
| 6c | Number of +securities issued without security holder approval under rule 7.1 | Nil | |||
| 6d | Number of +securities issued with security holder approval under rule 7.1A | Nil | |||
| 6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Nil | |||
| 6f | Number of +securities issued under an exception in rule 7.2 | Up to 282,941,751 Shares | |||
| 6g | If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. | NA | |||
| 6h | If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | NA | |||
| 6i | Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements | 84,482,525 under Rule 7.156,588,350 under Rule 7.1A | |||
| 7 | +Issue datesNote: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B. | 10 June 2014 | |||
| Number | +Class | ||||
| 8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
|
Up to 848,825,252 | Ordinary Shares | ||
| Number | +Class | ||||
| 9 | Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
|
2,000,000
4,500,000
2,000,000 |
Options expiring 11 November 2018 Options expiring 13 November 2018
Options expiring 13 February 2019
|
||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | NA | |||
Part 2 ‑ Pro rata issue
| 11 | Is security holder approval required? | No |
| 12 | Is the issue renounceable or non-renounceable? | Renounceable |
| 13 | Ratio in which the +securities will be offered | One share for every two shares held |
| 14 | +Class of +securities to which the offer relates | Ordinary SharesOptions |
| 15 | +Record date to determine entitlements | 9 May 2014 |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | Yes |
| 17 | Policy for deciding entitlements in relation to fractions | 0.5 or more rounded up |
| 18 | Names of countries in which the entity has security holders who will not be sent new offer documentsNote: Security holders must be told how their entitlements are to be dealt with.Cross reference: rule 7.7. | BelgiumChinaFrance
Germany Hong Kong Japan Philippines Singapore Sri Lanka Sweden United Arab Emirates United Kingdom United States of America Virgin Islands |
| 19 | Closing date for receipt of acceptances or renunciations | 3 June 2014 |
| 20 | Names of any underwriters | NA |
| 21 | Amount of any underwriting fee or commission | NA |
| 22 | Names of any brokers to the issue | NA |
| 23 | Fee or commission payable to the broker to the issue | NA |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | NA |
| 25 | If the issue is contingent on security holders’ approval, the date of the meeting | NA |
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | 14 May 2014 |
| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders | NA |
| 28 | Date rights trading will begin (if applicable) | 7 May 2014 |
| 29 | Date rights trading will end (if applicable) | 27 May 2014 |
| 30 | How do security holders sell their entitlements in full through a broker? | Contact an ASX or NZX participant to sell all or part of the entitlement |
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | Contact an ASX or NZX participant to sell all or part of the entitlement |
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | NA |
| 33 | +Issue date | 10 June 2014 |
Part 3 ‑ Quotation of securities
You need only complete this section if you are applying for quotation of securities
| 34 | Type of +securities(tick one) | |
| (a) | ü | +Securities described in Part 1 |
| (b) | All other +securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities |
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
| Tick to indicate you are providing the information or documents |
| 35 | If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders | |
| 36 | If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories1 – 1,0001,001 – 5,000
5,001 – 10,000 10,001 – 100,000 100,001 and over |
|
| 37 | A copy of any trust deed for the additional +securities |
Entities that have ticked box 34(b)
| 38 | Number of +securities for which +quotation is sought | |||
| 39 | +Class of +securities for which quotation is sought | |||
| 40 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state:
|
|||
| 41 | Reason for request for quotation nowExample: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
|
|||
| Number | +Class | |||
| 42 | Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
|
|||
Quotation agreement
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those +securities should not be granted +quotation.
- An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
5 May 2014
Sign here: ………………………………………….Date: …………………….
(Director/Company secretary)
Susan Lee Sangster
Print name: …………………………………………………
== == == == ==
Published
Notice Under Section 708AA(2)(F) Corporations Act 2001
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
Published
Notice of Offer of Same Class Financial Products
5 May 2014
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
New Talisman Gold Mines Limited (New Talisman) intends to undertake a pro-rata 1 for 2 renounceable rights offer of new listed shares (the Offer).
Pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets Conduct (Phase 1) Regulations 2014 (FMC Regulations) and clause 59 of Schedule 1 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, other than that New Talisman is continuing to negotiate definitive documentation for the convertible note facility advised to the market on 28 April 2014.
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 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.
4.2 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.
4.3 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.
4.4 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.
4.5 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).
4.6 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.
4.7 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
Download SX Release 5 May 2014 Same Class Notice NZX