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TAWANA RESOURCES NL - Cowan Lithium Limited Demerger ATO Ruling and Appendix 3A.5 Notification of reorganisation of capital

Release Date: 04/12/2018 11:54:00      Code(s): TAW       PDF(s):  
Cowan Lithium Limited Demerger ATO Ruling and Appendix 3A.5 Notification of reorganisation of capital

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 Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)


Cowan Lithium Limited Demerger – ATO Ruling

Tawana Resources NL (ASX: TAW) (Tawana or the Company) provides the following update in
relation to the demerger of Cowan Lithium Limited (Cowan).

Australian Taxation Office Ruling

Tawana is pleased to advise that it expects the Australian Taxation Office (ATO) to publish its Class
Ruling on the in-specie distribution of shares in Cowan completed on 18 July 2018 (Class Ruling) on
or around 12 December 2018.

The in-specie distribution was made on the basis of 1 Cowan share for every 11.1 Tawana shares held
on 13 July 2018.

A copy of the Class Ruling once published will be available from Tawana’s website at
www.tawana.com.au.

Adjustment to Exercise Price of Options for In-Specie Distribution

Tawana advises that, as a result of the in-specie distribution of Cowan shares to Tawana shareholders
and in accordance with Listing Rule 7.22.3, the exercise price of options on issue has been reduced by
$0.00382 per option.

After adjustment of the exercise prices the Company has on issue the following unlisted options:

3,000,000 Options        Exercisable at $0.05618 expiring on 30 June 2019
3,000,000 Options        Exercisable at $0.19618 expiring on 12 April 2020
3,000,000 Options        Exercisable at $0.24618 expiring on 12 April 2020
3,000,000 Options        Exercisable at $0.29618 expiring on 12 April 2020
5,693,880 Options        Exercisable at $0.30243 expiring on 19 July 2020
1,000,000 Options        Exercisable at $0.49618 expiring on 6 April 2021


Alexei Fedotov
Company Secretary

04 December 2018
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
                                                    +Rule 3.20.4, 7.18-7.24, 15.3, Appendix 7A paragraphs 8 & 9

                                             Appendix 3A.5

  Notification of reorganisation of capital – return of capital
   by way of in specie distribution of +securities in another
                             entity
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.

Please note that two or more corporate actions on the same +security may not run with different record
dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run
different corporate actions with the same record date except in the case of reorganisations –
consolidations/splits which cannot run at the same time as any other corporate action for that entity.

If you are an entity incorporated outside Australia, for +securities other than CDIs / depository
interests, please obtain and provide an International Securities Identification Number (ISIN) for the
class(es) of +securities to be created during your corporate action. The ISIN(s) should be advised in
the Further Information section of this form. Further information on this requirement can be found in
the Online Forms section of ASX Online for companies.

*Denotes minimum information required for first lodgement of this form.

**Denotes information that must be provided on or before +business day 0 of the relevant Appendix 6A
or Appendix 7A timetable.

The balance of the information, where applicable, must be provided as soon as reasonably practicable
by the entity.

If a cash special dividend is paid at the same time as the return of capital the entity must also lodge
Appendix 3A.1 – notification of dividend / distribution.

Part 1 – Entity and announcement details

Question   Question                                    Answer
no
1.1        *Name of entity                             Tawana Resources NL
1.2        *Registration type and number               ACN 085 166 721
           One of ABN/ARSN/ARBN/ACN or
           other registration type and number (if
           “other” please specify what type of
           registration number has been
           provided).

1.3        *ASX issuer code                            TAW
1.4        *The announcement is                        D New announcement
           Tick whichever is applicable.               - Update/amendment to previous announcement
                                                       Ad Cancellation of previous announcement
1.4a       *Reason for update                          The original announcement on 5 July 2018 contained
           Mandatory only if “Update” ticked in        estimates for:
           Q1.4 above. A reason must be
           provided for an update.
                                                       -    Total number of shares to be distributed (item 3.8);
                                                       -    Estimated return of capital (item 4.2); and
                                                       -    The exercise price of the unlisted options (item
                                                               4.3).
                                                       This update contains actual figures.
1.4b       *Date of previous                           5 July 2018
       announcement to this update
       Mandatory only if “Update” ticked in
       Q1.4 above.

1.4c   *Reason for cancellation                   n/a
       Mandatory only if “Cancellation” ticked
       in Q1.4 above. If information has
       previously been provided in Part 3D of
       the form “Preference +security
       distribution rate details” please also
       confirm whether the rate changes
       remain in place for the +security or are
       also cancelled.

1.4d   *Date of previous                          n/a
       announcement to this
       cancellation
       Mandatory only if “Cancellation” ticked
       in Q1.4 above.

1.5    *Date of this announcement                 4 December 2018
       The date of lodgement of the form by
       the entity via ASX Online.

1.6    *Applicable ASX +security                  ASX +security code: TAW
       code and description for return            +Security description: Fully paid ordinary shares
       of capital
       Please select the +security to which
       the notification applies. Only one
       +
         security can be selected for each
       form. Consequent changes to option
       pricing are covered in later parts of
       this form.
Part 2 – return of capital approval requirements and dates
Question   Question                                   Answer
No.

2.1        *Are any of the below                      Yes, Security holder approval (obtained 6 July 2018)
           approvals required for the
           return of capital before
           business day 0 of the
           timetable?
           • +Security holder approval
           • Court approval
           • Lodgement of court order
               with +ASIC
           • ACCC approval
           • FIRB approval;
           • Another approval/condition
               external to the entity
               required to be given/met
               before business day 0 of
               the timetable for the return
               of capital.
           If any of the above approvals apply to
           the return of capital before business
           day 0 of the timetable, please answer
           ‘yes’ and provide details at Q2.2. If
           “no” go to Q2.3.
           The purpose of the question is to
           confirm that relevant approvals are
           received prior to ASX establishing an
           ex market in the +securities. If the
           entity wishes to disclose approvals or
           conditions which are to be resolved at
           a later date it should use Part 5
           “Further information”.

2.2        Approvals
           Select appropriate approval from drop down box as applicable. More than one approval can be selected. This
           question refers only to events which take place before business day 0 of the timetable. The purpose of the
           question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the
           +
             securities. The “Date for determination” is the date that you expect to know if the approval is given for example
           the date of the +security holder meeting in the case of +security holder approval or the date of the court hearing
           in the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved at
           a later date it should use Part 5 “Further information”. Please note that Listing Rules 7.19.1-7.19.3 set time
           limits for the notification of court approval, the proposed date for lodgement of court order with a regulatory
           authority and confirmation that the court order has been lodged with the regulatory authority.
*Approval/              *Date for               *Is the date   **Approval         Comments
condition               determination           estimated or   received/
                                                actual?        condition
                                                               met?
                                                               Only answer this
                                                               question when
                                                               you know the
                                                               outcome of the
                                                               approval –
                                                               please advise
                                                               on or before
                                                               +
                                                                 business day 0
                                                               of the relevant
                                                               Appendix 6A or
                                                               Appendix 7A
                                                               timetable.

+Security   holder      6 July 2018               Estimated     x Yes             Shareholder approval
approval                                                                          received at General
                                                OR                No              Meeting on 6 July 2018
                                                x Actual

Court approval          n/a                       Estimated        Yes
                                                OR                No
                                                  Actual

Lodgement of            n/a                       Estimated       Yes
court order with
+ASIC                                           OR                No
                                                  Actual

ACCC approval           n/a                       Estimated       Yes
                                                OR                No
                                                  Actual

FIRB approval           n/a                       Estimated       Yes
                                                OR                No
                                                  Actual

Other (please           n/a                       Estimated       Yes
specify in                                      OR
comment section)                                                  No
                                                  Actual

2.3          *Is the return of capital a          No
             selective reduction of capital
             If “yes” please answer Q2.2a and
             2.2b, if “no” go to Part 3.
2.4        *Date of lodgement of                    20 July 2018
           +security holder resolution

           approving the return of capital
           with +ASIC
           Please provide the estimated or actual
           date of lodgement of +security holder
           resolution approving the return of
           capital with +ASIC. If estimated date
           is provided please provide the actual
           date by way of an update to this form
           when the resolution has been lodged
           with +ASIC.

2.5        *Date that is fourteen days              3 August 2018
           after date of lodgement of
           +security holder resolution

           approving the capital return
           with +ASIC
Amended 29/06/15
Part 3 – return of capital timetable and details
Question    Question                                   Answer
No.

3.1         *+Record date                              13 July 2018
            ALL EVENTS: The +record date must
            be at least four +business days from
            the current date. This is the date on
            which the register is closed to
            determine entitlements to the return of
            capital and is one +business day after
            the effective date. This date will
            determine the pre-population of the
            other fields in the below timetable.
            Please note that the +record date and
            effective date cannot be changed
            (even to postpone it or cancel it) any
            later than 12 noon Sydney time on the
            day before the previous effective date
            advised.
            COURT APPROVAL: This is
            +
              business day 2 in the timetable
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is
            +
              business day 3 in the timetable.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is
            +
              business day 3 in the timetable.

3.2         *Does the entity have quoted               No
            options on issue
            If “yes”, please answer Q3.2a, 3.4a,
            3.5a & b and 4.1-4.7. If “no” go to 3.3.

3.2a        Last day for trading in pre-               n/a
            return of capital quoted
            options
            ALL EVENTS: This only applies if the
            entity has quoted options in which
            case the exercise price will change
            and new holding statements will be
            issued to option holders.
            COURT APPROVAL: This is the day
            that the entity lodges the court order
            with +ASIC and tells ASX. This is
            +
              business day 0 in the timetable
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is the
            +
              business day after the entity tells
            ASX that it is fourteen days after the
            entity lodged the resolution with +ASIC
            or the date that ASX agrees to. This
            is +business day 1 in the timetable.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is the
            +
              business day after +security holder
            approval. This is +business day 1 in
            the timetable.




+ See chapter 19 for defined terms
7 March 2016                                                          Page 7
3.3         *Effective date                             12 July 2018
            Trading in the re-organised
            +securities on an “ex return of

            capital” basis commences. If
            the entity has quoted options,
            trading in the quoted options
            commences on a +deferred
            settlement basis.
            ALL EVENTS: Please note that the
            +
              record date and effective date cannot
            be changed (even to postpone it or
            cancel it) any later than 12 noon
            Sydney time on the day before the
            previous effective date advised.
            COURT APPROVAL: This is the next
            +
              business day after advice that the
            court order confirming the return of
            capital has been lodged with +ASIC or
            a date ASX agrees to. This is
            +
              business day 1 in the timetable. If
            the +entity has quoted options the
            options will commence trading on a
            +
              deferred settlement basis while the
            +
              ordinary securities will trade on an
            “ex return of capital” T+2 basis.
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is the
            second +business day after the entity
            tells ASX that it is fourteen days after
            the +entity lodged the resolution with
            +
              ASIC or the date that ASX agrees to.
            This is +business day 2 in the
            timetable. If the entity has quoted
            options the options will commence
            trading on a +deferred settlement
            basis while the +ordinary securities will
            trade on an “ex return of capital” T+2
            basis.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is the
            second +business day after +security
            holder approval. This is +business
            day 2 in the timetable. If the entity
            has quoted options the options will
            commence trading on a +deferred
            settlement basis while the +ordinary
            securities will trade on an “ex return of
            capital” T+2 basis.

3.4         +Record    date                             13 July 2018
            Same as Q3.1 above.
            ALL EVENTS: This is the date on
            which the register is closed to
            determine entitlements to the return of
            capital and is one +business day after
            the effective date. Same as Q3.1
            above.
            COURT APPROVAL: This is
            +
              business day 2 in the timetable.
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is
            +
              business day 3 in the timetable.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is
            +
              business day 3 in the timetable.

3.4a        If the entity has quoted                    n/a

+ See chapter 19 for defined terms
7 March 2016                                                           Page 8
            options, first day for the +entity
            to send notice to each
            +security holder, register
            +securities on a post-return of

            capital basis and send holding
            statements.
            ALL EVENTS: This only applies if the
            entity has quoted options.
            COURT APPROVAL: This is one
            +
              business day after the +record date –
            +
              business day 3 in the timetable.
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is one
            +
              business day after the +record date –
            +
              business day 4 in the timetable.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is one
            +
              business day after the +record date –
            +
              business day 4 in the timetable.

3.5         *Issue date                                 18 July 2018
            If the +entity has quoted
            options, +deferred settlement
            market in options ends. Last
            day for entity to send notices
            to +security holders for quoted
            options they hold. Last day for
            entity to register quoted
            options on a post-reorganised
            basis
            ALL EVENTS: This is the date on
            which the entity will enter the
            +
              securities being distributed into
            holdings of holders entitled to the
            return of capital. This is five +business
            days after the +record date. If the
            entity has quoted options last day for
            entity to send notices to each option
            holder. Please note that the +issue
            date cannot be changed any later than
            12 noon Sydney time on the previous
            +
              issue date advised.

3.5a        If the entity has quoted                    n/a
            options, trading in the options
            starts on a normal T+2 basis
            ALL EVENTS: This is the date on
            which normal T+2 trading in quoted
            options commences. This is the
            +
              business day after +issue date.
            COURT APPROVAL: This is
            +
              Business day 8 in the timetable.
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is
            +
              Business day 9 in the timetable.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is
            +
              Business day 9 in the timetable.




+ See chapter 19 for defined terms
7 March 2016                                                           Page 9
3.5b        If the entity has quoted                   n/a
            options, first settlement of
            trades conducted on a
            +deferred settlement basis and

            on a normal T+2 basis
            ALL EVENTS: This is the date upon
            which first settlement of normal T+2
            trading in quoted options and
            settlement of +deferred settlement
            trading occurs. This is three
            +
              business days after +issue date.
            COURT APPROVAL: This is
            +
              Business day 10 in the timetable.
            NO COURT APPROVAL SELECTIVE
            RETURN OF CAPITAL: This is
            +
              Business day 11 in the timetable.
            NO COURT APPROVAL OTHER
            CAPITAL RETURNS: This is
            +
              Business day 11 in the timetable.

3.6         *Is the entity in which                    No
            +securities are being

            distributed listed on ASX
            If “yes”, please answer Q3.6a and
            3.6b. If “no”, go to Q3.6C.

3.6a        *ASX name and issuer code of               n/a
            entity in which +securities are
            being distributed
            Please provide this detail if applicable
            and known OR Please advise the
            issuer code of the entity in which
            +
              securities are being distributed

3.6b        *ASX +security code and                    n/a
            description for return of capital
            Please provide details if known.

3.6c        *Name of entity in which                   Cowan Lithium Limited
            +securities are being

            distributed
3.6d        *Registration no and                       ACN 625 128 770
            registration no type, of entity in
            which +securities are being
            distributed
            One of ABN/ARSN/ARBN/ACN or
            other registration type and number. If
            “other” please specify the type of
            registration number.

3.6e        *Description of +security being            Fully paid ordinary shares
            distributed
            For example fully paid +ordinary
            shares.




+ See chapter 19 for defined terms
7 March 2016                                                                        Page 10
3.7         *The capital return will be on             1 share in Cowan Lithium Limited will be distributed
            the basis that                             for every 11.1 shares held in Tawana Resources NL
            For example where you distribute one
            distribution +security for every five
            +
              securities held, the answer above is
            every 1.00 (distribution) +security will
            be distributed for each 5.00 (held)
            +
              securities. To distribute two
            distribution +securities for every three
            +
              securities held the answer is 2.00
            (distribution) +securities will be
            distributed for every 3.00 (held)
            +
              securities. An example of how the
            ratio would affect a sample +security
            holding can be given at item 5.2 –
            Further information.
            If estimated ratio given please provide
            actual ratio on or before +business day
            0 of the relevant Appendix 6A or
            Appendix 7A timetable. Please note
            that the ratio cannot be changed any
            later than 12 noon Sydney time on the
            +
              record date.

3.8         *Total number of +securities to            50,282,542 fully paid ordinary shares
            be distributed
            Please provide the total number of
            +
              securities to be distributed. If an
            estimate is provided please provide
            the actual number by or on the +issue
            date.

3.9         *Rounding                                     Fractions rounded up to the next whole number
            Please select the appropriate
            description of how fractions will be       X Fractions rounded down to the nearest whole number
            handled. If you do not have a              or fractions disregarded
            rounding policy please choose
            “Fractions rounded down to the                Fractions sold and proceeds distributed
            nearest whole number or fractions
            disregarded”.                                 Fractions of 0.5 and over rounded up
                                                          Fractions over 0.5 rounded up
Amended 07/03/16




+ See chapter 19 for defined terms
7 March 2016                                                                                             Page 11
Part 4 – Changes to option pricing as a result of the return of capital
Question    Question                                            Answer
No.

4.1         *Will the return of capital affect the              Yes
            exercise price of any entity-issued
            options
            If “yes” please answer Q4.2 to 4.7, if “no” go to
            Part 5.

4.2         Return of capital amount per +security              Estimated
            used to adjust exercise price of                    $0.0038
            options
            If an estimate is provided please provide the
            actual amount as soon as reasonably
            practicable, and no later than +issue date

4.3         *Exercise price of options
            Please confirm the exercise price of options on issue before and after the return of capital. Please provide the
            amount in the primary currency in dollars (or equivalent denomination for foreign currency). Listing Rule 7.22.3
            governs the change in exercise price of options in a return of capital. If there is more than one +security please
            include the additional +securities.

ASX         ASX +security                       Quoted/         Curre      Exercise price            Exercise price after
+security   description                                         ncy        before return of          return of capital
                                                unquoted
code                                                                       capital

TAW         Class O Corp Advisor Options        Unquoted        AUD        0.20                      0.19618
            Class P Corp Advisor Options                                   0.25                      0.24618
            Class Q Corp Advisor Options                                   0.30                      0.29618
            Class H Incentive Options                                      0.06                      0.05618
            Advisor Options                                                0.30625                   0.30243
            Class S Incentive Options                                      0.50                      0.49618

4.4         *If the entity has quoted options, can              n/a
            quoted option holders participate in
            the return of capital if they exercise
            the options by a certain date?
            If “yes”, please answer Q4.5-4.7. If “no” go to
            Part 5.

4.5         *ASX quoted option details                          n/a
            Please advise the quoted options which may
            participate in the return of capital if they
            exercise by the relevant date. More than one
            +
              class of options may be advised.

4.6         *What is the date by which options                  n/a
            must be exercised to participate in the
            return of capital?
4.7         Description of the date                             n/a
            Please provide a description of the date – for
            example, the day before +record date.




+ See chapter 19 for defined terms
29 June 2015                                                                                                           Page 12
Part 5 – Further Information
Question     Question                                  Answer
No.

5.1          *Has the entity applied for an            Yes
             ATO class ruling relating to
             this capital return?
             If “yes” please answer Q5.1a, if “no”
             go to 5.2. If the ATO ruling is a
             condition of the event proceeding
             please include it at Q2.1 and 2.1a –
             Conditions.

5.1a         *Please provide further                   Tawana has sought a class ruling from the ATO on behalf of
             information on the ATO ruling             Shareholders to confirm the taxation outcomes of the Demerger
                                                       for them (the ATO Ruling). This has included seeking
             If the ATO ruling is a condition of the   confirmation from the ATO as to what component of the
             event proceeding please include it at
                                                       distribution of Cowan Shares to Shareholders is to be treated as
             item 2.1 and 2.1a – Conditions.
                                                       a demerger dividend (if any) for tax purposes, and therefore not
                                                       assessable income of Tawana Shareholders, and what
                                                       component will be treated as a Capital Reduction Amount,
                                                       which will not constitute a taxable dividend to Tawana
                                                       Shareholders.
                                                       For the avoidance of doubt, Tawana may proceed with the
                                                       Demerger notwithstanding that an ATO Ruling is not obtained,
                                                       or is obtained on terms that the Tawana Board does not
                                                       consider favourable.
                                                       Tawana expects the ATO to publish its Class Ruling on or
                                                       around 12 December 2018.


5.2          Further information relating to           Refer Notice of Meeting dated 1 June 2018
             this return of capital
             Please provide any further information
             relating to this return of capital.


Introduced 22/09/14




+ See chapter 19 for defined terms
29 June 2015                                                                                                  Page 13

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