Wrap Text
Offer document regarding a pro rata non renounceable rights offer
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Stock Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
OFFER DOCUMENT REGARDING A PRO RATA NON-RENOUNCEABLE RIGHTS OFFER
A pro rata non-renounceable Rights Issue to Eligible Shareholders is being made on the
basis of 1 New Share for every 1 existing Share held by Eligible Shareholders on the Record
Date at an issue price of $0.015 (ZAR0.16268) per New Share to raise approximately
$1,106,441 (before costs) (Offer).
The Offer opens in both Australia and South Africa on 18 May 2016 and closes in Australia
at 5:00pm (WST) and in South Africa at 12.00 midday (Johannesburg time) on 27 May 2016
(unless it is lawfully extended). Valid acceptances must be received before that time.
Applications for New Shares by Eligible Shareholders can only be made by using or
following the instructions on an Entitlement and Acceptance Form, as sent with this Offer
Document. The Entitlement and Acceptance Form sets out the Eligible Shareholders'
Entitlement to participate in the Offer.
Please read the instructions in this Offer Document and on the accompanying Entitlement
and Acceptance Form.
This document is not a prospectus and does not contain all of the information that an
investor may require in order to make an informed investment decision regarding the New
Shares offered by this document.
The New Shares offered by this Offer Document should be considered as speculative.
Shareholders are reminded that the securities of the Company are listed on ASX as well as
on JSE. Due to the fact that the primary listing of the securities of the Company is ASX, with
JSE being a secondary listing, the content of this document has been compiled in
accordance with mandated Listing Rules of ASX and the Australian Corporations Act.
Notwithstanding, the Offer Document has been reviewed and approved by JSE from a
corporate actions perspective.
TABLE OF CONTENTS
1. IMPORTANT INFORMATION...................................................................... 1
2. CORPORATE DIRECTORY.........................................................................4
3. DETAILS OF THE OFFER .......................................................................5
4. ACTION REQUIRED BY SHAREHOLDERS ...........................................................14
5. RISK FACTORS ..............................................................................18
6. DEFINED TERMS..............................................................................22
i
1. IMPORTANT INFORMATION
No person is authorised to give any information or to make any representation in
connection with the Offer which is not contained in this Offer Document. Any
information or representation not so contained may not be relied on as having
been authorised by the Company in connection with the Offer.
1.1 This document is not a prospectus
This Offer Document, dated 4 May 2016, has been prepared by Tawana
Resources NL and is for a rights issue of continuously quoted securities (as defined
in the Corporations Act) of the Company. This Offer Document is not a prospectus
under the Corporations Act and has not been lodged with the ASIC. It does not
contain all of the information that an investor would find in a prospectus or which
may be required in order to make an informed investment decision regarding, or
about the rights attaching to, the Shares offered by this document.
This Offer Document including each of the documents attached to it and which
form part of this Offer Document are important and should be read in their entirety
prior to making an investment decision. In particular, Shareholders should refer to
the risk factors set out in section 5 of this document. If you do not fully understand
this Offer Document or are in any doubt as to how to deal with it, you should
consult your professional adviser.
1.2 Section 708AA of the Corporations Act
This Offer Document has been prepared in accordance with section 708AA of the
Corporations Act and applicable ASIC Class Order 08/35. In general terms,
section 708AA permits certain companies to undertake rights issues without being
required to use or provide to shareholders a prospectus or other disclosure
document. Accordingly, the level of disclosure in this Offer Document is
significantly less than the level of disclosure required in, and what you would
expect in, a prospectus. Eligible Shareholders should rely on their own knowledge
of the Company, refer to disclosures made by the Company to ASX and consult
their professional advisers before deciding to accept the Offer.
1.3 Eligibility
Applications for Shares by Eligible Shareholders can only be made on an original
Entitlement and Acceptance Form, as sent with this Offer Document. The
Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement
to participate in the Offer.
1.4 Overseas Shareholders
This Offer Document does not, and is not intended to, constitute an offer in any
place or jurisdiction in which, or to any person to whom, it would not be lawful to
make such an offer or to issue this Offer Document. This Offer Document is being
made available to JSE Limited (JSE) in South Africa for review in connection with
its issue to South African Eligible Shareholders of the Company. No action has
been taken to lodge this Offer Document in any other jurisdiction.
The Offer is not being extended and Shares will not be issued to Shareholders with
a registered address which is outside Australia, South Africa and New Zealand. It
is not practicable for the Company to comply with the securities laws of overseas
jurisdictions (other than those mentioned above) having regard to the number of
overseas Shareholders, the number and value of Shares these Shareholders would
be offered and the cost of complying with regulatory requirements in each
relevant jurisdiction.
United States Shareholders
This Offer does not constitute an offer in the United States of America, nor does it
constitute an offer to a person who is a US Person or someone who is acting on
behalf of a US Person.
The Shares have not been, and will not be, registered under the US Securities Act
1933 and may not be offered or sold in the United States of America, or to, or for
the account or benefit of, US Persons (as defined in Rule 902 under the US Securities
Act) except under an available exemption from registration under the US
Securities Act. These Shares may only be resold or transferred if registered under
the US Securities Act or pursuant to an exemption from registration under the US
Securities Act and in compliance with state securities laws. The Company is under
no obligation and has no intention to register the Shares in the United States of
America.
Further detail in relation to foreign jurisdictions is set out in this Offer Document.
New Zealand Shareholders
The Offer is being made in New Zealand pursuant to the Securities Act (Overseas
Companies) Exemption Notice 2013.
Shareholders resident in Australia or New Zealand holding Shares on behalf of
persons who are resident overseas are responsible for ensuring that taking up an
Entitlement under the Offer does not breach regulations in the relevant overseas
jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be
taken by the Company to constitute a representation that there has been no
breach of those regulations.
1.5 Notice to nominees and custodians
Shareholders resident in Australia, New Zealand or South Africa holding Shares on
behalf of persons who are resident overseas are responsible for ensuring that
taking up an Entitlement under the Offer does not breach regulations in the
relevant overseas jurisdiction. Return of a duly completed Entitlement and
Acceptance Form will be taken by the Company to constitute a representation
that there has been no breach of those regulations.
1.6 Forward-looking statements
This Offer Document contains forward-looking statements which are identified by
words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or
‘intends’ and other similar words that involve risks and uncertainties.
These statements are based on an assessment of present economic and
operating conditions, and on a number of assumptions regarding future events
and actions that, as at the date of this Offer Document, are expected to take
place.
Such forward-looking statements are not guarantees of future performance and
involve known and unknown risks, uncertainties, assumptions and other important
factors, many of which are beyond the control of our Company, the Directors and
our management.
We cannot and do not give any assurance that the results, performance or
achievements expressed or implied by the forward-looking statements contained
in this Offer Document will actually occur and investors are cautioned not to place
undue reliance on these forward-looking statements.
We have no intention to update or revise forward-looking statements, or to publish
prospective financial information in the future, regardless of whether new
information, future events or any other factors affect the information contained in
this Offer Document, except where required by law.
These forward looking statements are subject to various risk factors that could
cause our actual results to differ materially from the results expressed or
anticipated in these statements. These risk factors are set out in Section 5 of this
Offer Document.
1.7 Privacy Act
If you complete an Entitlement and Acceptance Form, you will be providing
personal information to the Company (directly or by the Company’s share
registry). The Company collects, holds and uses that information to assess your
application, service your needs as a Shareholder, facilitate distribution payments
and corporate communications to you as a Shareholder and carry out
administration.
The information may also be used from time to time and disclosed to persons
inspecting the register, bidders for your securities in the context of takeovers,
regulatory bodies, including the Australian Taxation Office, authorised securities
brokers, print service providers, mail houses and the Company’s share registry.
You can access, correct and update the personal information that we hold about
you. Please contact the Company or its share registry if you wish to do so at the
relevant contact numbers set out in this Offer Document.
Collection, maintenance and disclosure of certain personal information is
governed by legislation including the Privacy Act 1988 (Cth) (as amended), the
Corporations Act and certain rules such as the ASX Settlement Operating Rules.
You should note that if you do not provide the information required on the
Entitlement and Acceptance Form, the Company may not be able to accept or
process your application.
2. CORPORATE DIRECTORY
Directors Share Registry - Australia*
Michael Bohm (Non-Executive Chairman) Computershare Investor Services Pty
Michael Naylor (Executive Director) Limited
Yarra Falls
Rob Benussi (Non-Executive Director)
452 Johnston Street
Abbotsford VIC 3067
Joint Company Secretaries Share Registry – South Africa*
Michael Naylor Computershare Investor Services
Melanie Li Proprietary Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
South Africa
Registered Office Legal Advisers
288 Churchill Avenue Steinepreis Paganin
Subiaco WA 6008 Level 4, The Read Buildings
16 Milligan Street
Telephone: + 61 8 9489 2600 Perth WA 6000
Facsimile: +61 8 9489 2600
Auditor*
Email: admin@tawana.com.au Ernst & Young
Website: www.tawana.com.au 11 Mounts Bay Road
Perth WA 6000
ASX & JSE Code JSE Sponsor
TAW PricewaterhouseCoopers Corporate
Finance (Pty) Limited
2 Eglin Road
Sunninghill, 2157
South Africa
*These parties have been included for information purposes only. They have not been involved
in the preparation of this Offer Document.
3. DETAILS OF THE OFFER
3.1 The Offer
The Offer is being made as a non-renounceable entitlement offer of 1 New Share
for every 1 Share held by Eligible Shareholders registered at the Record Date at
an issue price of $0.015 (ZAR0.16268) per Share. Based on the capital structure of
the Company as set out in Section 3.7 of this Offer Document, a maximum of
approximately 73,762,751 Shares will be issued pursuant to this Offer to raise up to
approximately $1,106,441.
As at the date of this Offer Document, the Company has 1,125,000 Options on
issue all of which may be exercised prior to the Record Date in order to participate
in the Offer. Please refer to section 3.7 of this Offer Document for information on
the exercise price and expiry date of the Options on issue.
All of the Shares offered under this Offer Document will rank equally with the Shares
on issue at the date of this Offer Document.
The Directors may at any time decide to withdraw this Offer Document and the
offer of Shares made under this Offer Document in which case the Company will
return all Application monies (without interest) within 28 days of giving such notice
of withdrawal.
3.2 Minimum Subscription
There is no minimum subscription.
3.3 Use of Funds
Completion of the Offer will result in an increase in cash in hand of up to
approximately $1,106,441 (before the payment of costs associated with the Offer).
The Company intends to apply the funds raised under the Offer as follows:
Item Allocation $ %
Mofe Creek Iron Ore Project maintenance
A 341,061 30.83
and associated Liberian administration costs
B Company and administration expenses1 241,250 21.80
C Potential acquisition opportunities 150,000 13.56
D Working capital1 334,130 30.20
E Expenses of the Offer 40,000 3.61
Total 1,106,441 100
Note:
1. Funds allocated to this item will be used for administration expenses of the Company over
the next 15 months, including Director’s remuneration ($151,250), company secretarial,
accounting and CFO services ($90,000).
In the event that the Company raises less than the full subscription of $1,106,441
(and after accounting for Offer costs), any funds raised will be allocated
proportionately between items A and B. Any remaining funds will then be used to
examine potential opportunities (item C) and then for general working capital
(item D).
The above table is a statement of the Board’s current intentions as at the date of
this Offer Document. However, Shareholders should note that, as with any budget,
the allocation of funds set out in the above table may change depending on a
number of factors, including the outcome of operational and development
activities, regulatory developments, market and general economic conditions
and environmental factors. In light of this, the Board reserves the right to alter the
way the funds are applied.
3.4 Indicative Timetable regarding ASX and JSE actions on ASX and JSE
JSE Declaration Date Wednesday, 4 May 2016
Announcement of Rights Issue and lodgement Wednesday, 4 May 2016
of Appendix 3B, cleansing notice and Offer
Document with ASX
Despatch in Australia of notices to
Optionholders informing them of the Rights Issue
Dispatch in Australia of notices to Shareholders Thursday, 5 May 2016
informing them of the Rights Issue and Appendix
3B details on ASX
Last day to trade in shares on JSE in order to be Friday, 6 May 2016
entitled to participate in the non-renounceable
Rights Issue
Shares trade "ex-rights" on the JSE Monday, 9 May 2016
Shares trade "ex-rights" on ASX Thursday, 12 May 2016
In South Africa, no dematerialisation or rematerialisation of Tawana share
certificates may take place between Monday, 9 May 2016 and Friday, 13 May
2016, both dates inclusive, nor may transfers between the Australian register and
the South African register take place between the aforementioned dates
Record Date to determine entitlements under Friday, 13 May 2016
the Rights Issue on the JSE
Record Date to identify security holders entitled Friday, 13 May 2016
to participate in the offer (ASX)
Offer opens - Offer Document and Entitlement Wednesday, 18 May 2016
and Acceptance Forms despatched to Eligible
Shareholders on ASX
Offer opens - Offer Document and Entitlement Wednesday, 18 May 2016
and Acceptance forms despatched to Eligible
Shareholders on JSE
Announcement on ASX and the JSE that
dispatch of Offer Document and Entitlement
and Acceptance Forms complete
Offer Opening Date
Last day to extend the offer Closing Date Tuesday, 24 May 2016
Offer Closing Date Friday, 27 May 2016
(5:00 pm WST for ASX and 12.00 midday
Johannesburg Time for JSE)
New Shares quoted on ASX on a deferred Monday, 30 May 2016
settlement basis
Entitlement Shares begin trading and Tuesday, 31 May 2016
New shares listed on the JSE
Notify ASX of under subscriptions Wednesday, 1 June 2016
Issue Date - Deferred settlement trading ends Friday, 3 June 2016
on ASX
Normal (T+2) trading for New Shares on ASX Monday, 6 June 2016
commences (provided the entity tells ASX by
noon on the issue date that the issue has
occurred)
Allotment and issue of New Shares (JSE) at Tuesday, 7 June 2016
commencement of trading on JSE
* Subject to the ASX Listing Rules, the Directors reserve the right to extend the Closing Date
for the Offer at their discretion. Should this occur, the extension will have a consequential
effect on the anticipated date of issue for the New Shares.
Shareholders are advised that trading in shares in Tawana on the JSE is settled within
the Strate environment five business days following a trade. As the New Shares
acquired as a result of the Rights Offer will only be issued on Tuesday, 7 June 2016,
those shares may only be traded in South Africa from Tuesday, 31 May 2016 for
settlement five (5) business days later.
** These dates are indicative only and are subject to change.
3.5 Entitlements and acceptance
Details of how to apply under the Offer are set out in Section 4 of this Offer
Document.
The Entitlement of Eligible Shareholders to participate in the Offer will be
determined on the Record Date. Your Entitlement is shown on the Entitlement and
Acceptance form accompanying this Offer Document.
3.6 No rights trading
The rights to New Shares under the Offer are non-renounceable. Accordingly,
there will be no trading of rights on the ASX or the JSE and you may not dispose of
your rights to subscribe for New Shares under the Offer to any other party. If you
do not take up your Entitlement to New Shares under the Offer by the Closing
Date, the Offer to you will lapse.
3.7 Capital structure
The effect of the Offer on the capital structure of the Company, assuming all
Entitlements are accepted, is set out below.
Shares Number
Shares currently on issue 73,762,751
New Shares offered pursuant to the Offer1 73,762,751
Total Shares on issue after completion of the Offer1 147,525,502
Notes:
1. This number may vary due to rounding of Entitlements and may increase as a result of the
rounding up of New Shares offered under the Offer.
Options (ASX only)
Options Number
Options currently on issue:
Unquoted exercisable at $0.30 on or before 12/12/2016 75,000
Unquoted exercisable at $0.36 on or before 12/12/2016 500,000
Unquoted exercisable at $0.178 on or before 26/5/2018 550,000
Total 1,125,000
The capital structure on a fully diluted basis as at the date of this Offer Document
would be 74,887,751 Shares and on completion of the Offer (assuming all
Entitlements are accepted) would be 149,775,502 Shares.
No Shares or Options on issue are subject to escrow restrictions, either voluntary or
ASX imposed.
3.8 Directors Interests and Participation
Each Director’s relevant interest in the securities of the Company at the date of
this Offer Document and their Entitlement is set out in the table below.
Voting
Director Shares Power (%) Entitlement $
Michael Naylor 1 40,000 0.05 40,000 600.00
Robert Benussi 22,500 0.03 22,500 337.50
Michael Bohm Nil Nil Nil Nil
Notes:
1. Mr Naylor also holds 150,000 options exercisable at $0.178 on or before 26 May 2018 which
will provide an additional Entitlement should they be exercised prior to the Record Date.
Each of Messrs Naylor and Benussi have agreed to take up their Entitlements in full.
3.9 Effect of the Offer on control and voting power in the Company
The potential effect that the issue of the Shares under the Offer will have on the
control of the Company is as follows:
(a) if all eligible shareholders take up their entitlements under the Offer, the
issue of Shares under the Offer will have no effect on the control of the
Company and all shareholders will hold the same percentage interest in
the Company, subject only to changes resulting from ineligible
shareholders being unable to participate in the Offer; and
(b) in the event that there is a shortfall, eligible shareholders who do not
subscribe for their full entitlement of Shares under the Offer and ineligible
shareholders unable to participate in the Offer will be diluted relative to
those shareholders who subscribe for some or all of their entitlement as
shown by the table in section 3.11.
The Company’s substantial holders and their Entitlement prior to the Offer are set
out in the table below.
Voting
Substantial Holder Shares Power (%)1 Entitlement $
Gryphon Minerals 6,752,500 9.15 6,752,500 101,287.50
Limited
Notes:
1. The voting power in the table is prior to settlement of the Offer.
3.10 Underwriting
The Offer is not underwritten.
3.11 Dilution
Shareholders should note that if they do not participate in the Offer, their holdings
are likely to be diluted by approximately 50% (as compared to their holdings and
number of Shares on issue as at the date of this Offer Document).
Examples of how the dilution may impact Shareholders are set out in the table
below:
Holding as Approximate Holdings if
at Record % at Record Entitlements under Offer not Approximate
Holder date Date1 the Offer taken Up % post Offer
Shareholder 1 50,000,000 67.78% 50,000,000 50,000,000 33.89%
Shareholder 2 25,000,000 33.89% 25,000,000 25,000,000 16.95%
Shareholder 3 10,000,000 13.56% 10,000,000 10,000,000 6.78%
Shareholder 4 1,000,000 1.36% 1,000,000 1,000,000 0.68%
Shareholder 5 100,000 0.14% 100,000 100,000 0.07%
Notes:
1. This is based on a share capital of 73,762,751 Shares at the date of this Offer Document.
3.12 Market Price of Shares
The Company is a disclosing entity for the purposes of the Corporations Act and
its Shares are enhanced disclosure securities quoted on ASX.
The highest and lowest (on a pre and post Consolidation basis which consolidation
took place with effect from Thursday, 14 April 2016 in Australia and Monday 18
April 2016 in South Africa) of the Shares on ASX and JSE during the three months
immediately preceding the date of release of this Offer Document, and last
market sale price and the respective dates of those sales were:
ASX Pre- Post- Date
Consolidation($) Consolidation($)
Highest 0.044 0.88 22/4/2016
Lowest 0.001 0.02 17/2/2016
Last 0.041 0.82 2/5/16
JSE (ZAR) Date
Highest 0.05 1.00 19/4/2016
Lowest 0.03 0.59 26/4/2016
Last 0.04 0.77 29/4/2016
3.13 Opening and Closing Dates
The Offer opens on the Opening Date, being 18 May 2016, and closes on the
Closing Date, being 5:00pm (WST) in Australia or 12.00 midday (Johannesburg
time) for JSE on 27 May 2016 (or such other dates as the Directors in their discretion
shall determine subject to the ASX Listing Rules in Australia and JSE Listings
Requirements in South Africa). The Company will accept Entitlement and
Acceptance Forms until the Closing Date or such other date as the Directors in
their absolute discretion shall determine, subject to the ASX Listing Rules.
3.14 Issue and dispatch
Shares issued pursuant to the Offer will be issued in accordance with the ASX
Listing Rules and the indicative timetable set out in Section 3.4 of this Offer
Document. Shares issued pursuant to the Shortfall Offer will be issued on a
progressive basis.
Pending the issue of the Shares or payment of refunds pursuant to this Offer
Document, all Application monies will be held by the Registry in trust for the
Applicants in a separate bank account as required by the Corporations Act. The
Company, however, will be entitled to retain all interest that accrues on the bank
account and each Applicant waives the right to claim interest by completing and
returning the Entitlement and Acceptance Form.
The expected dates for issue of New Shares offered by this Offer Document and
dispatch of holding statements is expected to occur on the dates specified in the
Timetable set out in Section 3.4 of this Offer Document.
It is the responsibility of Applicants to determine the allocation prior to trading in
the New Shares. Applicants who sell New Shares before they receive their holding
statements will do so at their own risk.
3.15 ASX and JSE listing
Application for official quotation by ASX of the New Shares offered pursuant to
this Offer Document will be made.
The fact that ASX may grant official quotation to the New Shares is not to be taken
in any way as an indication of the merits of the Company or the New Shares now
offered for subscription.
3.16 CHESS and Strate
The Company is a participant in CHESS (in Australia) and Strate (in South Africa),
for those investors who have, or wish to have, a sponsoring stockbroker. Investors
who do not wish to participate through CHESS or Strate will be issuer sponsored by
the Company. Because the sub-registers are electronic, ownership of securities
can be transferred without having to rely upon paper documentation.
Electronic registers mean that the Company will not be issuing certificates to
investors. Instead, investors will be provided with a statement (similar to a bank
account statement) that sets out the number of New Shares allotted to them
under this Offer Document. The notice will also advise holders of their Holder
Identification Number or Security Holder Reference Number and explain, for future
reference, the sale and purchase procedures under CHESS, Strate and issuer
sponsorship.
Further monthly statements will be provided to holders if there have been any
changes in their security holding in the Company during the preceding month.
3.17 Risk Factors
An investment in New Shares should be regarded as speculative. In addition to
the general risks applicable to all investments in listed securities, there are specific
risks associated with an investment in the Company which are non-exhaustive.
Please refer to Section 5 of this Offer Document for further details.
3.18 South African Exchange Control (Applicable to South African Shareholders only)
In the case of Certificated Shareholders whose registered addresses are outside
the Common Monetary Area or where the share certificates are restrictively
endorsed in terms of the Exchange Control Regulations, the following will apply:
(a) Emigrants from the Common Monetary Area
Share certificates bearing the new name will be restrictively endorsed
“non-resident” in terms of the Exchange Control Regulations and will be
sent to the shareholder’s authorised dealer in foreign exchange in South
Africa controlling his/her blocked assets.
(b) All other non-residents of the Common Monetary Area
Share certificates bearing the new name will be restrictively endorsed
“non-resident” in terms of the Exchange Control Regulations. With regard
to Dematerialised Shareholders whose registered addresses are outside
the Common Monetary Area, their Shares will be annotated in the
Company’s relevant sub register as “non-resident” and statements will be
restrictively endorsed in terms of those regulations.
In terms of the Exchange Control Regulations of the Republic of South Africa, non-
residents of the Common Monetary Area will be allowed to take up rights
allocated in terms of the offer provided that payment is received in foreign
currency or in Rand from a Non-Resident Account.
All applications by non-residents for the above purposes must be made through
an Authorised Dealer in foreign exchange. Shares subsequently re-materialised
and issued in certificated form, will be endorsed “Non-Resident”.
Where a right in terms of the offer falls due to a former resident of the Common
Monetary Area, which right is based on shares controlled in terms of the Exchange
Control Regulations, only emigrant’s blocked funds may be used to take up this
right.
Applications by emigrants using emigrant’s blocked funds for the above purposes
must be made through the Authorised Dealer in foreign exchange controlling their
blocked assets. Any shares issued pursuant to the use of emigrant blocked funds
will be credited to their blocked share accounts at the Central Securities
Depository Participant controlling their blocked portfolios. The sale proceeds of
letters of allocation, if applicable, will be returned to the Authorised Dealer in
foreign exchange for credit to such emigrants’ blocked accounts.”
3.19 Taxation implications
The Directors do not consider it appropriate to give Shareholders advice
regarding the taxation consequences of subscribing for New Shares under this
Offer Document. The Company, its advisers and its officers do not accept any
responsibility or liability for any such taxation consequences to Shareholders.
Shareholders should consult their professional tax adviser in connection with
subscribing for New Shares under this Offer Document.
3.20 Continuous disclosure obligations
The Company is a “disclosing entity” (as defined in section 111AC of the
Corporations Act) for the purposes of the Corporations Act and its Shares are
enhanced disclosure securities quoted on ASX and, as such, the Company is
subject to regular reporting and disclosure obligations under the Corporations Act
and the Listing Rules.
Specifically, the Company is required to notify ASX of information about specific
events and matters as they arise for the purposes of the ASX making that
information available to the securities markets conducted by the ASX. In
particular, the Company has an obligation under the ASX Listing Rules (subject to
certain exceptions) to notify the ASX immediately of any information of which it is
or becomes aware which a reasonable person would expect to have a material
effect on the price of value of its securities.
This Offer Document is intended to be read in conjunction with the publicly
available information in relation to the Company which has been notified to ASX
and does not include information that would be included in a disclosure
document or which investors ought to have regard to in deciding whether to
subscribe for Shares under the Offer. Investors should therefore have regard to
the other publicly available information in relation to the Company before making
a decision whether or not to invest.
All announcements made by the Company are available from its website
www.tawana.com.au or the ASX at www.asx.com.au.
Additionally, the Company is also required to prepare and lodge with ASIC yearly
and half-yearly financial statements accompanied by a directors’ statement and
report, and an audit report or review. These reports are released to ASX and
published on the Company’s and the ASX websites.
This Offer Document (including the Entitlement & Acceptance Form) and the
contracts that arise from acceptance of the Applications are governed by the
laws applicable in Western Australia and each Applicant submits to the non-
exclusive jurisdiction of the courts of Western Australia.
3.21 Enquiries concerning Offer Document
Enquiries relating to this Offer Document should be directed to the Company on
+61 8 9489 2600.
4. ACTION REQUIRED BY SHAREHOLDERS
4.1 How to Accept the Offer
Your acceptance of the Offer must be made on the Entitlement and Acceptance
Form accompanying this Offer Document. You may participate in the Offer as
follows:
(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the
details in the spaces provided; and
(ii) attach your cheque or arrange payment by BPAY® for the
amount indicated on the Entitlement and Acceptance Form
(Eligible Shareholders in South Africa, please refer to 4.2 below);
or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of New Shares you wish to accept in the space
provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque or arrange payment by BPAY® for the
appropriate Application monies (at $0.015 per New
Share(Eligible Shareholders in South Africa, please refer to 4.2
below); or
(c) if you do not wish to accept all or part of your Entitlement, you are not
obliged to do anything.
Your completed Entitlement and Acceptance Form and payment must reach the
Registry no later than 5:00pm (WST) for Australian and New Zealand Eligible
Shareholders or 12.00 midday (Johannesburg time) for South African Eligible
Shareholders on the Closing Date.
The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or
transfer all or part of their Entitlement.
4.2 Actions required by Eligible Shareholders in South Africa
Eligible Shareholder of dematerialised shares
If you are an Eligible Shareholder and have dematerialised your Shares, you will
not receive a printed Entitlement and Acceptance form and you should receive
notification from your CSDP or broker regarding the new shares in terms of the
offer to which you are entitled.
Your CSDP or broker will credit your account with the total number of rights to
which you are entitled and should contact you to ascertain:
(a) whether you wish to take up your rights in terms of the Rights Issue and, if
so, in respect of how many New Shares; and
(b) if you do not wish to take up all or any of your rights.
CSDP’s effect payment in respect of dematerialised Shareholders on a delivery
versus payment basis.
14
If you are not contacted, you should contact your CSDP or broker and provide
them with your instructions. If your CSDP or broker does not obtain instructions from
you, they are obliged to act in terms of the mandate granted to them by you, or
if the mandate is silent in this regard, not to subscribe for Shares in terms of the
Offer.
The Company does not take responsibility and will not be held liable for any failure
on the part of any CSDP or broker to notify you of the Offer and/or to obtain
instructions from you to subscribe for New Shares.
4.3 Implications of an acceptance
Returning a completed Entitlement and Acceptance Form or paying any
Application monies by BPAY® will be taken to constitute a representation by you
that:
(a) you have received a copy of this Offer Document and the
accompanying Entitlement and Acceptance Form, and read them both
in their entirety; and
(b) you acknowledge that once the Entitlement and Acceptance Form is
returned, or a BPAY® payment instruction is given in relation to any
Application monies, the Application may not be varied or withdrawn
except as required by law.
4.4 Payment by cheque/bank draft/ electronic payments
In the case of Australian and New Zealand Eligible Shareholders, all cheques must
be drawn on an Australian bank or bank draft made payable in Australian
currency to “Tawana Resources NL” and crossed “Not Negotiable”.
In the case of South African Certificated Eligible Shareholders, cheques must be
drawn in South African currency on a South African bank and made payable to
“Tawana Resources NL” and crossed “Not Negotiable”. Electronic Bank Transfers
(EFT) will be accepted, kindly contact our Call Centre - Corporate Actions on 0861
100 634 to obtain banking details and reference number for the deposits.
Entitlement and Acceptance Form and proof of EFT payment may be faxed to
+27 11 688 5210 or e-mailed to corporate.events@computershare.co.za. Kindly
note that this is for subscription of the rights only and is not for selling of the rights.
You should then forward your completed Entitlement and Acceptance Form and
cheque to the Company’s share registry at the addresses set out below by no
later than 5:00pm WST (for Australian and New Zealand Eligible Shareholders) or
12.00 midday Johannesburg time (for South African Eligible Shareholders) on the
Closing Date:
Australian and New Zealand Eligible South African Eligible Shareholders
Shareholders
Computershare Investor Services Pty By hand:
Limited Computershare Investor Services
PO Box 505, Proprietary Limited
Melbourne VIC 3001 70 Marshall Street
Johannesburg,
Australia
2001, South Africa
(PO Box 61763, Marshalltown, 2107 South
Africa)
By electronic mail to:
c/o Computershare Investor Services
Proprietary Limited
corporate.events@computershare.co.za
By facsimile to:
c/o Computershare Investor Services
Proprietary Limited
+27 11 688 5210
Computershare Investor Services
Proprietary Limited will not be responsible
for any loss and/or damage whatsoever
in relation to or arising from the late or
non-receipt of faxed or emailed
Entitlement and Acceptance Forms or
owing to Entitlement and Acceptance
Form being forwarded to any other
facsimile or email address other than
those provided above.
Entitlement and Acceptance Forms shall
be deemed to be received on the date
reflected in Computershare’s electronic
or facsimile systems. Notwithstanding
anything to the contrary it is the
shareholder’s responsibility to ensure that
their Entitlement and Acceptance Form is
received by Computershare Investor
Services Proprietary Limited.
4.5 Payment by BPAY® for Eligible Shareholders in Australia and New Zealand
For payment by BPAY®, please follow the instructions on the Entitlement and
Acceptance Form. You can only make a payment via BPAY® if you are the holder
of an account with an Australian financial institution that supports BPAY®
transactions. Please note that should you choose to pay by BPAY®:
(a) you do not need to submit the Entitlement and Acceptance Form but are
taken to have made the declarations on that Entitlement and
Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have
taken up your Entitlement in respect of such whole number of Shares
16
which is covered in full by your application monies.
It is your responsibility to ensure that your BPAY® payment is received by the share
registry by no later than 2:00pm (WST) on the Closing Date. You should be aware
that your financial institution may implement earlier cut-off times with regards to
electronic payment and you should therefore take this into consideration when
making payment.
4.6 Shortfall Offer
Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.
The Shortfall Offer is a separate offer made pursuant to this Offer Document and
will remain open for up to three months following the Closing Date. The issue price
for each Share to be issued under the Shortfall Offer shall be $0.015 (ZAR0.16268)
being the price at which Shares have been offered under the Offer.
The Directors reserve the right to issue Shortfall Shares at their absolute discretion.
5. RISK FACTORS
5.1 Introduction
The Shares offered under this Offer Document should be considered speculative
because of the nature of the Company’s business.
There are numerous risk factors involved with the Company’s business. Some of
these risks can be mitigated by the use of safeguards and appropriate systems
and controls, but some are outside the control of the Company and cannot be
mitigated. Accordingly, an investment in the Company carries no guarantee with
respect to the payment of dividends, return of capital or price at which securities
will trade.
The following is a summary of the more material matters to be considered.
However, this summary is not exhaustive and potential investors should examine
the contents of this Offer Document in its entirety and consult their professional
advisors before deciding whether to apply for the New Shares.
5.2 Company Specific
(a) Exploration Success
The Company’s principal project is the Mofe Creek Project located in
Liberia, West Africa. The Company is the beneficial owner of two mineral
exploration licenses. The licenses are at various stages of exploration, and
potential investors should understand that mineral exploration and
development are high-risk undertakings.
As announced in the Company’s 2015 Annual Report, a decision was
made to reduce project activities and project spend in late 2015 to
conserve funds. The Company is currently considering a range of options
to continue the advancement of the Mofe Creek Project. There is a risk
that delays could occur in respect of restarting operations and/or the
ramp up phases of operations, which may have an impact on the
Company.
There can also be no assurance that exploration of the licenses, or any
other licenses that may be acquired in the future, will result in the
discovery of an economic ore deposit. Even if an apparently viable
deposit is identified, there is no guarantee that it can be economically
exploited.
In addition, there is no assurance that exploration or project studies by
the Company will result in the definition of an economically viable mineral
deposit or that the exploration tonnage estimates and conceptual
project developments discussed in this Offer Document are able to be
achieved.
(b) Exploration Costs
The exploration costs of the Company are based on certain assumptions
with respect to the method and timing of exploration. By their nature,
these estimates and assumptions are subject to significant uncertainties
and, accordingly, the actual costs may materially differ from these
estimates and assumptions. Accordingly, no assurance can be given
that the cost estimates and the underlying assumptions will be realised in
18
practice, which may materially and adversely affect the Company’s
viability.
(c) Status of Licences
The Company’s two licences are current and subject to renewal. The
Company cannot guarantee that the granted licences will be renewed
beyond their current expiry date and there is a material risk that, in the
event the Company is unable to renew these granted licences beyond
their current expiry date, the Company’s interest in the licences may be
relinquished.
5.3 Industry Specific
(a) Resource estimate risks
Resource estimates are expressions of judgment based on knowledge,
experience and industry practice. Estimates, which were valid when
made, may change when new information becomes available.
Resource estimates are imprecise and depend to some extent on
interpretations, which may prove to be inaccurate. If mineralisation or a
formation is different from those predicted by past drilling and mining,
resource estimates and mining plans may have to be altered in a way
which could either benefit or adversely affect the Company's operations.
5.4 General Risks
(a) Additional requirements for capital
The funds raised under the Offer are considered sufficient to meet the
current proposed objectives of the Company. Additional funding may
be required in the event future costs exceed the Company’s estimates
and to effectively implement its business and operations plans in the
future, to take advantage of opportunities for acquisitions, joint ventures
or other business opportunities, and to meet any unanticipated liabilities
or expenses which the Company may incur.
The Company may seek to raise further funds through equity or debt
financing, joint ventures or other means. Failure to obtain sufficient
financing for the Company’s activities and future projects may result in
delay and indefinite postponement of its research and development
programmes. There can be no assurance that additional finance will be
available when needed or, if available, the terms of the financing might
not be favourable to the Company and might involve substantial dilution
to Shareholders.
(b) Commodity price volatility and exchange rate risks
If the Company achieves success leading to mineral production, the
revenue it will derive through the sale of commodities exposes the
potential income of the Company to commodity price and exchange
rate risks. Commodity prices fluctuate and are affected by many factors
beyond the control of the Company. Such factors include supply and
demand fluctuations for precious and base metals, technological
advancements, forward selling activities and other macro-economic
factors.
Furthermore, international prices of various commodities are
denominated in United States dollars, whereas the income and
expenditure of the Company are and will be taken into account in
Australian currency, exposing the Company to the fluctuations and
volatility of the rate of exchange between the United States dollar and
the Australian dollar as determined in international markets.
(c) General economic conditions
Economic conditions, both domestic and global, may affect the
performance of the Company. Factors such as fluctuations in currencies,
commodity prices, inflation, interest rates, supply and demand and
industrial disruption may have an impact on operating costs and share
market prices. The Company's future possible revenues and Share price
can be affected by these factors, all of which are beyond the control of
the Company or its Directors.
(d) Equity market conditions
Securities listed on the stock market can experience extreme price and
volume fluctuations that are often unrelated to the operating
performances of such companies. The market price of Shares may fall as
well as rise and may be subject to varied and unpredictable influences
on the market for equities in general.
General factors that may affect the market price of Shares include
economic conditions in both Australia and internationally (particularly
Australian, US and Chinese economic conditions), investor sentiment,
local and international share market conditions, changes in interest rates
and the rate of inflation, variations in commodity prices, the global
security situation and the possibility of terrorist disturbances, changes to
government regulation, policy or legislation, changes which may occur
to the taxation of companies as a result of changes in Australian and
foreign taxation laws, changes to the system of dividend imputation in
Australia, and changes in exchange rates.
(e) Government policy and legislation
Countries in which the Company operates may be subject to political,
economic, contractual and other uncertainties. Future government
actions concerning the economy or the operation and regulation of
mines could have a significant effect on the Company. The Company's
activities may be subject to political, economic and other uncertainties,
including the risk of civil rebellion, expropriation, nationalisation,
enforceability or renegotiation or nullification of existing contracts, mining
licences, permits or other agreements, changes in law or taxation
policies, currency exchange restrictions, foreign ownership restrictions
and changing political conditions.
(f) Force Majeure
The Company’s projects now or in the future may be adversely affected
by risks outside the control of the Company including labour unrest, civil
disorder, war, subversive activities or sabotage, fires, floods, explosions or
other catastrophes, epidemics or quarantine restrictions.
5.5 Investment Speculative
The above list of risk factors ought not to be taken as exhaustive of the risks faced
by the Company or by investors in the Company. The above factors, and others
not specifically referred to above, may in the future materially affect the financial
performance of the Company and the value of the securities offered under this
Offer Document. Therefore, the securities to be issued pursuant to this Offer
Document carry no guarantee with respect to the payment of dividends, returns
of capital or the market value of those securities.
Potential investors should consider that the investment in the Company is
speculative and should consult their professional advisers before deciding
whether to apply for securities pursuant to this Offer Document.
6. DEFINED TERMS
$ or A$ means an Australian dollar.
Additional Shares means those New Shares not issued under the Offer.
Applicant refers to a person who submits an Entitlement and Acceptance Form,
or submits a payment of subscription monies in respect of the Offer.
Application refers to the submission of an Entitlement and Acceptance Form or
Shortfall Application Form (as the case may be).
ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the
Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules means the Listing Rules of the ASX.
Closing Date means the closing date set out in Section 3.4 or such other date as
may be determined by the Directors.
Company means Tawana Resources NL (ACN 085 166 721).
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the directors of the Company.
Eligible Shareholder means a Shareholder whose details appear on the
Company's register of Shareholders as at the Record Date whose registered
address is in Australia or New Zealand.
Entitlement means the entitlement to subscribe for 1 New Share for every 1 Shares
held by an Eligible Shareholder on the Record Date.
Entitlement and Acceptance Form means the Entitlement and Acceptance Form
accompanying this Offer Document.
JSE means JSE Limited, a company duly registered and incorporated with limited
liability under the company laws of the RSA under registration number
2005/022939/06, licensed as an exchange under the Securities Services Act.
New Share means a new Share proposed to be issued pursuant to this Offer.
Offer or Rights Issue means the pro rata non-renounceable offer of New Shares at
an issue price of $0.015 (ZAR0.16268) each on the basis of 1 New Share for every 1
Share held on the Record Date subscribed for pursuant to this Offer Document.
Offer Document means this Offer Document.
Opening Date means the opening date set out in Section 3.4 of this Offer
Document.
Record Date means the record date set out in Section 3.4 of this Offer Document.
Section means a section of this Offer Document.
Share means an ordinary fully paid share in the capital of the Company.
Shareholder means a holder of Shares.
Shortfall means those Shares under the Offer not applied for by Shareholders
under their Entitlement.
US Person means a person who receives the Offer when they are located in either
the United States of America.
ZAR means a South African Rand.
23
Date: 04/05/2016 10:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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