Download Notice of Event Affecting Securities NZX Appendix 7
Published
Securities
Published
Rights Issue
New Talisman advises that it intends to make a rights issue offer to existing shareholders in Australia and New Zealand of one new share for every two shares held at the Record Date on payment of NZ$0.008 or AU$0.008 per new share. The pricing of such rights issue offer represents a significant discount to shareholders (being an approximate 38% discount on the NZX 5 day VWAP).
New Talisman intends to use the proceeds from the Offer to initiate production at the Talisman Mine and fund general working capital. 565,883,501 shares are currently on issue and up to 282,941,751 New Shares can be issued.
The offer is intended to be made in New Zealand under the ‘same class quoted products’ regime introduced on 1 April 2014 and in Australia under the similar regime under s 708AA Corporations Act 2001.
New Talisman will be releasing its preliminary financial results before the record date for the issue. It intends to release the Offer Document for the issue to the market on or about 6 May 2014, together with the “cleansing notices” required by the New Zealand ‘same class’ and the equivalent Australian legal regime.
Important dates for the issue are:
| Rights trading commences on the ASX | Wednesday 7 May 2014 |
| Rights trading commences on the NZX Main Board | Wednesday 7 May 2014 |
| Record Date for determining Entitlements | 7.00pm (NZ time), Friday 9 May 2014 |
| Opening Date | Monday, 12 May 2014 |
| Expected dispatch of Prospectus enclosing the Entitlement and Acceptance Forms | Wednesday 14 May 2014 |
| Rights trading ends on the ASX | 7.00pm (NZ time) and 5.00pm (AEST), Monday 26 May 2014 |
| Rights trading ends on the NZX Main Board | 5:00pm (NZ time) and 3:00pm (AEST), Tuesday 27 May 2014 |
| Closing Date (last day for receipt of the completed Entitlement and Acceptance Form with payment and last day for renunciations) | 5.00pm (NZ time) and 3.00pm (AEST), Tuesday 3 June 2014 |
| Allotment and issue of New Shares and Options and dispatch of holding certificates (Issue Date) | Tuesday 10 June 2014 |
These dates are subject to change and are indicative only. 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.
Application has been made for permission to quote the Rights on the NZX Main Board and all the requirements of NZX Limited (NZX) relating thereto that can be complied with on or before the date of this announcement have been duly complied with. The new shares have been accepted for quotation by NZX and will be quoted upon completion of allotment procedures. NZX accepts no responsibility for any statement in this announcement. NZX Main Board is a registered market operated by NZX, which is a registered exchange under the Securities Markets Act 1988 (New Zealand).
Application will also be made to quote the Rights on the Australian Securities Exchange (ASX), and for quotation of the new share on ASX. However ASX Limited accepts no responsibility for any statement in this announcement. ASX is not regulated under New Zealand law.
Download SX Release 30 April 2014 Rights Issue
Published
Notification of Allotment
For the purposes of Listing Rules 7.12.1 and 7.12.9, New Talisman Gold Mines Limited advises the following
Securities have been issued:
7.12.1
| a | Class of security | Ordinary Shares |
| ISIN | NZHERE0001S6 | |
| b | Number issued | 2,000,000 |
| c | Nominal value | A$22,000 |
| d | Payment terms | Payable in cash |
| e | Amount paid up | Fully paid on issue |
| f | Principal terms | Ordinary shares in New Talisman Gold Mines Limited |
| g | Percentage of class of securities | 0.35% (after issue) |
| h | Reason for issue | Issue of ordinary shares on exercise of 2,000,000 unlisted options in accordance with NZX Main Board Listing Rule 7.3.10(b) and ASX Listing Rule 7.2, exception 9(b) |
| i | Authority for issue | Shareholder approval of 19 September 2013 and board resolution |
| j | Terms of issue | The ordinary shares will be quoted on the NZX Main Board and the ASX and will rank pari-passu with existing ordinary shares |
| k | Number of securities in existence after issue | 565,883,501 |
| l | Treasury stock | Not applicable |
| m | Date of issue | 25 February 2014 |
7.12.9
| a | Number of Securities converted | 2,000,000 unlisted options |
| a | Number and Class of Securities into which have been converted | 2,000,000 ordinary shares |
| b | Details of any interests or dividend conditions attaching to Securities Converted and allotted upon Conversion | None |
| c | Number of Securities of the same class that remain to be Converted | 8,500,000 unlisted options |
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 Shares | ||||
| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 2,000,000 | ||||
| 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 in payment ofA 1.1 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 | A$22,000.00 | ||||
| 6 | Purpose of the issue(If issued as consideration for the acquisition of assets, clearly identify those assets) | Issue of ordinary shares on exercise of 2,000,000 unlisted options in accordance with ASX Listing Rule 7.2 exception 9(b) | ||||
| 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 | 2,000,000 | ||||
| 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. | 25 February 2014 | ||||
| Number | +Class | |||||
| 8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) | 565,883,501119,851,516 | Ordinary SharesOptions | |||
| 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) | |||||
Part 2 ‑ Pro rata issue
| 11 | Is security holder approval required? | ||
| 12 | Is the issue renounceable or non-renounceable? | ||
| 13 | Ratio in which the +securities will be offered | ||
| 14 | +Class of +securities to which the offer relates | ||
| 15 | +Record date to determine entitlements | ||
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | ||
| 17 | Policy for deciding entitlements in relation to fractions | ||
| 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. | ||
| 19 | Closing date for receipt of acceptances or renunciations | ||
| 20 | Names of any underwriters | ||
| 21 | Amount of any underwriting fee or commission | ||
| 22 | Names of any brokers to the issue | ||
| 23 | Fee or commission payable to the broker to the issue | ||
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | ||
| 25 | If the issue is contingent on security holders’ approval, the date of the meeting | ||
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | ||
| 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 | ||
| 28 | Date rights trading will begin (if applicable) | ||
| 30 | How do security holders sell their entitlements in full through a broker? | ||
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | ||
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | ||
| 33 | +Issue date | ||
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 – 5,0005,001 – 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.
Sue Sangster,
Company Secretary
25 February 2014
Published
Unlisted Options Issued under Employee Share Option Plan
New Talisman today issued 2,000,000 unlisted options to eligible employees under its Employee Share Option Plan approved on 19 September 2013.
Notice Pursuant to NZSX Listing Rule 7.12.1
Class of Security: Unlisted Options over Ordinary Shares
ISIN: N/A
Number issued: 2,000,000
Issue Price: Nil on issue of Unlisted Options. The exercise price is consistent with the Employees Share Option Plan approved by shareholders on 19 September 2013.
Payment in Cash: N/A
Amount Paid Up: N/A
Percentage total of class of securities: 19%
Reason for issue: Unlisted Options issued under Employee Share Option Plan
Specific authority for issue: Board Resolution dated 13 February 2014.
Terms of the issue: Subject to the employees continued employment 1,000,000 Options are exercisable 12 months from the issue date and the remainder exercisable 24 months from issue date. Options also become exercisable where a person becomes the holder of a relevant interest in 50% or more of the voting shares in the Company or a takeover offer is served on the Company. Options have a term of 5 years from the issue date.
Total number of securities on issue after issue: 10,500,000 Unlisted Options
Treasury Stock: N/A13 February 2014
ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED [ASX, NZSX: NTL]
FOR PUBLIC RELEASE
Unlisted Options issued under Employee Share Option Plan
New Talisman today issued 2,000,000 unlisted options to eligible employees under its Employee Share Option Plan approved on 19 September 2013.
Notice Pursuant to NZSX Listing Rule 7.12.1
Class of Security: Unlisted Options over Ordinary Shares
ISIN: N/A
Number issued: 2,000,000
Issue Price: Nil on issue of Unlisted Options. The exercise price is consistent with the Employees Share Option Plan approved by shareholders on 19 September 2013.
Payment in Cash: N/A
Amount Paid Up: N/A
Percentage total of class of securities: 19%
Reason for issue: Unlisted Options issued under Employee Share Option Plan
Specific authority for issue: Board Resolution dated 13 February 2014.
Terms of the issue: Subject to the employees continued employment 1,000,000 Options are exercisable 12 months from the issue date and the remainder exercisable 24 months from issue date. Options also become exercisable where a person becomes the holder of a relevant interest in 50% or more of the voting shares in the Company or a takeover offer is served on the Company. Options have a term of 5 years from the issue date.
Total number of securities on issue after issue: 10,500,000 Unlisted Options
Treasury Stock: N/A
Date of issue: 13 February 2014