Wrap Text
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”)
+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 - New announcement
Tick whichever is applicable. D Update/amendment to previous announcement
Ad Cancellation of previous announcement
1.4a *Reason for update n/a
Mandatory only if “Update” ticked in
Q1.4 above. A reason must be
provided for an update.
1.4b *Date of previous n/a
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 5 July 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: FPO
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
approvals required for the ATO class ruling (can be waived by the Company)
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 x Estimated Yes Shareholder approval to
approval be sought at General
OR No
Meeting on 6 July 2018
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
+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 n/a
date by way of an update to this form
when the resolution has been lodged
with +ASIC.
2.5 *Date that is fourteen days n/a
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
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
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
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
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 Estimated
be distributed up to 53,763,999 shares
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
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 $0.0095
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 0.2 0.1905
Class P Corp Advisor Options 0.25 0.2405
Class Q Corp Advisor Options 0.3 0.2905
Class H Incentive Options 0.06 0.0505
Director Options 0.2 0.1905
Class J Incentive Options 0.13 0.1205
Class N Incentive Options 0.23 0.2205
Advisor Options 0.30625 0.29675
Class O Incentive Options 0.22 0.2105
Class O Incentive Options 0.24 0.2305
Class S Incentive Options 0.5 0.4905
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
+ See chapter 19 for defined terms
29 June 2015
example, the day before +record date.
+ See chapter 19 for defined terms
29 June 2015
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.
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
5 July 2018
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
+ See chapter 19 for defined terms
29 June 2015
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