Tawana Resources NL - Issue Of Bonus Share Options To Shareholders Of Tawana Release Date: 15/11/2005 07:46:09 Code(s): TAW
Tawana Resources NL - Issue Of Bonus Share Options To Shareholders Of Tawana
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW ISIN: AU000000TAW7
("Tawana" or "the Company")
ISSUE OF BONUS SHARE OPTIONS TO SHAREHOLDERS OF TAWANA
Tawana, the securities of which are listed on the Australian Stock Exchange
("the ASX") and which secondary listed on the JSE Limited ("the JSE") on Monday,
14 November 2005, advised in its Pre-listing Statement of 3 November 2005 ("Pre-
listing Statement") that it is to proceed with the issue of bonus share options
("share options") to shareholders.
The issue of the share options will take place to all Australian, South African
and other shareholders recorded in the respective registers and sub-registers of
the Company at the close of trading on the ASX and JSE, respectively, on
Thursday, 15 December 2005 ("Record Date"). The share options will be issued
on a 1- for 3 shares held basis ("Share Option Issue").
The purpose of this announcement is to provide South African shareholders with
detailed information regarding the Share Option Issue.
2. Rationale for and proceeds of the Share Option Issue
As advised in the Pre-listing Statement, proceeds, net of associated costs from
the exercise by South African shareholders of share options, will be retained
and utilised by Tawana Resources (SA) (Proprietary) Limited, Tawana"s wholly-
owned South African subsidiary to, inter alia:
* fund, and to substantially upgrade the envisaged future production of the
Company"s Kareevlei Wes Kimberlite Project and Tawana Alluvial Project situated
respectively in the Kimberely Region and Limeacres District of South Africa; and
* maintain future exploration momentum, including participation in the group"s
joint venture with BHP Billiton World Exploration Inc on the Daniel Kimberlite
Project situated in the Limeacres District of South Africa.
Proceeds of share options exercised by non - South African shareholders will
also primarily be directed towards the aforementioned objectives.
3. Details of the Share Option Issue
Details of the Share Option Issue are as follows:
Issue ratio: 1 share option for every 3 shares held at
the Record Date.1
Exercise date: Exercise of share options may take place at
any time on or prior to 30 April 2008. 2
Exercise price: R5, 00. 3
1. Eligible shareholders will receive share options based on a shareholder"s
holding of shares at the Record Date, divided by a factor of three rounded down
to the nearest whole number. No fractional entitlements to share options will
accrue or be allocated.
2. Share options may be exercised at any time on or prior to 30 April 2008. A
share option holder must notify his/her broker or Central Securities Depository
Participant ("CSDP"), in accordance with the terms of the engagement mandate
concluded between such share option holder and the broker or CSDP, of an
intention to exercise.
3. The Australian share option exercise price has been determined at A$1,00.
For South African holders of share options, the directors of Tawana have
determined the share option exercise price to be R5, 00.
4. South African Reserve Bank approval and settlement of share option exercise
The approval of the South African Reserve Bank has been obtained for South
African resident shareholders of Tawana to participate in the Share Option
On exercise by South African holders of share options, settlement of the
aggregate share option exercise price due must take place in South African
currency through the broker or CSDP of such option holders. The broker or CSDP,
as the case may be, will then notify Tawana of such exercise and receipt of
funds and the relevant share option holder will then have his/her share account
credited with the relevant number of Tawana shares.
5. Listing of the share options on the JSE and trading
The JSE has agreed to the listing of the share options from the commencement of
trading on the JSE on Friday, 9 December 2005. Trading will commence on the JSE
on the same date.
The precise number of share options to be listed on the JSE and the ASX, and
applicable JSE share code, will be advised as soon as practicably possible.
It is the responsibility of shareholders to determine their allocation
entitlement to share options in accordance with the share option issue ratio
referred to in paragraph 3 above prior to entertaining any trading in share
options. Shareholders trading in share options prior to their official
notification by the Company, or its duly nominated representative, do so at
their own risk.
6. General terms attaching to the share options
General terms relevant to the share options are, inter alia, as follows:
* shares issued on exercised share options will rank pari passu in all respects
with the other shares in issue in Tawana;
* the share options, themselves, do not convey the right to participate in
future issues of share options, shares, or dividends;
* in the event of any Company reconstruction (including, inter alia, a
consolidation, sub-division, reduction or return) of the issued share capital of
Tawana, the rights of option holders will be changed to the extent necessary to
effect such reconstruction; and
* no voting or dividend rights attach to the share options.
7. Important dates and times
The following dates and times are pertinent to the Share Option Issue:
Last day to trade in Tawana shares on the JSE in
order to be entitled to participate in the Share Thursday, 8 December
Tawana shares on the JSE trade ex-entitlement to
participate in the Share Option Issue Friday, 9 December
Share options listed on the JSE from the Friday, 9 December
commencement of trade
Record date for determination of shareholders of Thursday, 15 December
Tawana entitled to participate in the Share
Option Issue, at close of trading on the JSE
Allocation and issue of share options implemented
Monday, 19 December
Eligible Tawana shareholders expected to have
their safe custody accounts held at their CSDP or Monday, 19 December
broker credited with their share option
* All or any of the above dates are subject to change. Any such change will be
released on the Securities Exchange News Service of the JSE and published in the
* Shareholders are advised that trading in shares and share options in Tawana is
settled within the STRATE environment five business days following a trade.
* No dematerialisation or rematerialisation of Tawana share certificates may
take place between Friday, 9 December 2005 and Thursday, 15 December 2005, both
15 November 2005
Corporate adviser and sponsor Attorneys
PricewaterhouseCoopers Corporate Adrian B Horwitz & Associates
Date: 15/11/2005 07:46:19 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department