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Small Shareholding Sale Facility
Orion Minerals NL
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
(“Orion”)
SMALL SHAREHOLDING SALE FACILITY
Orion Minerals NL (ASX/JSE: ORN) (Orion or the Company) advises that it has established a small
shareholding sale facility (Sale Facility) for shareholders who hold less than $500 worth of fully paid
ordinary shares in the Company (Shares) and whose registered address is in Australia. The Sale Facility
will allow those shareholders to sell their Shares cost effectively, while also assisting the Company
reduce the costs associated with servicing smaller shareholdings.
The Company has established the Sale Facility for the following reasons:
- To give holders of a small parcel of Shares (less than $500 worth) the opportunity to sell their
shareholding, without incurring brokerage or handling costs which, in proportion to the value of
their investment, may otherwise render a transaction of this size unattractive or uneconomic;
and
- To reduce the expense and administration involved in maintaining shareholders with small
Shareholdings. The Company has approximately 1,950 shareholders of which approximately 65%
hold less than a marketable parcel of Shares as defined in the ASX Listing Rules (i.e. less than $500
worth of shares). In aggregate, this represents only approximately 0.2% of all issued Shares.
Sale Facility
In accordance with the ASX Listing Rules, and clause 3 of the Company’s Constitution, shareholders
who as at 7.00pm (Melbourne time) on 20 November 2017 (Record Date) held less than a marketable
parcel of Shares as defined in the ASX Listing Rules (that is a parcel of shares with a value of less than
$500, based on the Share price of $0.031 on the Record Date) will receive a letter from the Company,
in the form attached to this announcement, together with a Share Retention Slip.
The letter explains that, unless those shareholders notify the Company that they wish to retain their
Shares by submitting the Share Retention Slip or they hold more than $500 worth of Shares on the Sale
Facility closing date, those Shares will be sold, and the proceeds remitted to them free from
brokerage and handling fees. Accordingly, if those shareholders want to retain their Shares, they
must return a completed Share Retention Slip or make their own arrangements so that they hold
Shares with a value of at least $500 before the Sale Facility closing date or their Shares will be sold.
The price at which Shares will be sold under the Sale Facility (being the minimum price which may be
accepted) will be determined based on the closing average price across the previous 10 trading
days prior to receipt of an offer to purchase the Shares. The price received will be determined by
market conditions and may be different from the market price prevailing at the time. All shareholders
who sell their Shares through the Sale Facility will receive the same price per Share.
Documentation in the form attached in relation to the Sale Facility will shortly be sent to all
shareholders with a registered address in Australia who held less than $500 worth of shares on the
Record Date.
If shareholders have any questions in relation to the Sale Facility, please contact the Company on
+61 (0)3 8080 7170.
Key dates(1)
Record Date 7.00pm (Melbourne time) 20 November 2017
23 November 2017
Documents mailed to all shareholders who held less than $500
worth of Shares on the Record Date
Sale Facility Opening Date 24 November 2017
Second notice mailed to shareholders who held less than
$500 worth of Shares on the Record Date and have not 10 January 2018
returned the Share Retention Slip
Sale Facility Closing Date (last day for return of the Share
5.00pm (Melbourne time) 19 January 2018
Retention Slip)
(1) These dates are indicative and may change, subject to compliance with applicable legal and regulatory
requirements.
Denis Waddell
Chairman
21 November 2017
Errol Smart
Managing Director and CEO
ENQUIRIES
Investors JSE Sponsor
Errol Smart – Managing Director & CEO Rick Irving
Denis Waddell – Chairman Merchantec Capital
T: +61 (0) 3 8080 7170 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: rick@merchantec.co.za
Media
Michael Vaughan Barnaby Hayward
Fivemark Partners, Australia Tavistock, UK
T: +61 (0) 422 602 720 T: +44 (0) 207 920 3150
E: michael.vaughan@fivemark.com.au E: orion@tavistock.co.uk
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
Dear Shareholder
SMALL SHAREHOLDING SALE FACILITY
IMPORTANT: Please read this letter carefully. If no response is received by you by 5.00pm Melbourne time on 19
January 2018 your shares in Orion Minerals NL may be sold.
As announced on 21 November 2017, Orion Minerals NL (ASX: ORN) (Company) has established a small
shareholding sale facility (Sale Facility) for shareholders who hold less than $500 worth of fully paid ordinary
shares in the Company (Shares) and whose registered address is in Australia. The Sale Facility will allow those
shareholders to sell their Shares cost effectively and simply, while also assisting the Company reduce the costs
associated with servicing smaller Share holdings.
Based on a Share price of $0.031, being the closing price of Shares on the Australian Securities Exchange (ASX)
on 20 November 2017 (Record Date), a parcel of less than 16,130 Shares is an unmarketable parcel of Shares as
defined in the ASX Listing Rules (Small Holding). Our records show that you held a Small Holding of Shares on
the Record Date (Your ORN Shares), and accordingly Your ORN Shares have been included in the Sale Facility.
1. Sale Facility
Under the Company’s Constitution, the Company is permitted to sell a Small Holding. This letter is to inform you
that the Company intends to invoke the provisions of clause 3 of the Company’s Constitution and sell Your ORN
Shares.
The Board recognises that although a Small Holding can be disposed of by you at any time, it may be difficult
or expensive to do so. The Sale Facility provides you with a convenient way to sell Your ORN Shares, and is
designed to reduce the Company’s ongoing administrative costs of managing Small Holdings.
Information in this letter, and the enclosed documents will assist you in making a choice whether to sell or retain
Your ORN Shares. Please read the Sale Facility Terms and Conditions before you decide to sell or retain Your
ORN Shares.
2. To sell Your ORN Shares - do nothing
If you want to have Your ORN Shares sold without incurring any brokerage or handling costs, then you do not
need to take any action and Your ORN Shares will be sold on your behalf if the market value of Your ORN Shares
remains below $500 at 5.00pm (Melbourne time) on 19 January 2018 (Closing Date).
Your ORN Shares will be pooled with other Small Holdings that are to be sold under the Sale Facility and sold. All
participants in the Sale Facility will receive the same price for their Shares.
The sale proceeds to which you will be entitled will be calculated by dividing the total proceeds from the sale
of all Shares sold under the Sale Facility by the total number of Shares sold under the Sale Facility, multiplied by
Your ORN Shares, rounded down to the nearest cent. This price may be more or less than the actual price at
which Your ORN Shares are sold. The sale proceeds will be paid to you (without any deduction for brokerage)
following the settlement of the sale using the direct credit payment details recoded for your holding by
electronic funds transfer. Where the Company does not have this information for you, or direct credit payments
cannot be processed, then payment will be made to you by cheque.
If you wish to update your direct credit instructions, you will need to do so via the Company’s share registry, Link
Market Services Limited (Registry) either online via the Link Investor Centre
https://investorcentre.linkmarketservices.com.au/Login/Login or by contacting the Registry on 1300 853 816. Please
note that these details must be updated by not later than the Closing Date.
If Your ORN Shares are in a CHESS holding, the Company may, after the Sale Facility closing date, move Your
ORN Shares from the CHESS holding to an issuer sponsored holding for the purposes of the Sale Facility.
3. To retain Your ORN Shares
If you want to retain Your ORN Shares:
(a) the Registry must receive the enclosed Share Retention Slip completed in accordance with the
instructions on that form by no later than 5.00pm (Melbourne time) on 19 January 2018. If the Share
Retention Slip is properly completed and is received by the Registry by the Closing Date, your
Shareholding will remain unchanged; OR
(b) you must through your own arrangements ensure that you hold at least $500 worth of Shares on the
Closing Date (e.g. through purchasing additional Shares or consolidating your holdings of Shares). If you
have more than one holding of Shares, then you can contact the Registry to facilitate consolidating your
holdings into one single holding. So that Your ORN Shares are not sold, any additional Shares purchased
must be held in the same holding as Your ORN Shares (i.e. under the same Holder Identification Number
(HIN) or Securityholder Reference Number (SRN) that is stated on the enclosed Share Retention Slip), and
they must be registered before the Closing Date.
4. Key dates(1)
Record Date 7.00pm (Melbourne time) 20 November 2017
23 November 2017
Documents mailed to all shareholders who held less than
$500 worth of Shares on the Record Date
Sale Facility Opening Date 24 November 2017
Second notice mailed to shareholders who held less
than $500 worth of Shares on the Record Date and have 10 January 2018
not returned the Share Retention Slip
Sale Facility Closing Date (last day for return of the Share
5.00pm (Melbourne time) 19 January 2018
Retention Slip)
(1) These dates are indicative and may change, subject to applicable legal and regulatory requirements.
5. Important information
It is important that you read and understand this letter and the enclosed document and conditions, and Share
Retention Slip. Consistent with the Company’s continuous disclosure obligations, the Company may release to
the ASX information that may be material to your decision as to whether you want to sell or retain Your ORN
Shares. This information will, if released, be available on both the ASX website (www.asx.com.au) and the
Company website (www.orionminerals.com.au).
The market price of the Shares is subject to change from time to time. No assurance or certainty can be provided
by the Company about the price at which Shares will be sold. Up-to-date information on the market price of
the Company’s shares is available from the Company’s website at www.orionminerals.com.au, the financial
pages of major Australian metropolitan newspapers, and the ASX website at www.asx.com.au (ASX Code:
ORN).
The Sale Facility does not take into account your individual investment objectives, financial situation, tax position
or particular needs. The Company, its directors and management do not make any recommendation and
cannot provide any advice as to whether you should participate in the Sale Facility, and are not providing
financial advice. You should consider seeking independent advice from a licensed professional adviser before
making a decision as to whether or not to participate in the Sale Facility.
All references to currency are in Australian dollars unless otherwise stated.
If shareholders have any questions in relation to the Sale Facility, please contact the Company on +61 (0)3 8080
7170.
Yours faithfully
Denis Waddell
Chairman
Date: 21/11/2017 08:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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