Wrap Text
Share Purchase Plan
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
(“Orion” or “the Company”)
Share Purchase Plan
- Share Purchase Plan to provide eligible shareholders with the opportunity to subscribe for new
Shares in parcels starting from $2,000 (ZAR20,000) up to a maximum of $30,000 (ZAR300,000) at
an issue price of $0.025 per Share, being the same issue price as Shares issued under the
Placement.
- Funds will be used primarily to complete BFS optimisation studies and early stage works for the
Prieska Copper-Zinc Project, ongoing exploration on the Company’s tenements in the Northern
Cape of South Africa and working capital.
Further to its announcement of 24 October 2019, where Orion Minerals Limited (ASX/JSE: ORN) (Orion or the
Company) announced a share purchase plan (SPP), providing shareholders an opportunity to increase their
shareholding in Orion, the Company is pleased to provide a copy of the SPP Offer Booklet and Application
Form.
The Company is offering its shareholders with a registered address in Australia, South Africa or New Zealand and
certain shareholders in United Kingdom, Singapore, Mauritius or British Virgin Islands as at 7:00pm (Melbourne
time) on 23 October 2019 (Eligible Shareholders) the opportunity to purchase ordinary fully paid shares (Shares)
under a SPP.
Purpose of the SPP
The SPP offer will give Eligible Shareholders the opportunity to participate in the Company's capital raising on
substantially the same terms as the Company's Placement announced by the Company on 24 October 2019
and 25 October 2019 (Placement).
It is intended that the proceeds of the SPP will be used by the Company principally to complete optimisation
studies and early stage works for the Prieska Copper-Zinc Project, exploration on the Company’s tenements in
the Northern Cape of South Africa and for general working capital purposes.
Details of the SPP
The SPP will open today and is expected to close on 29 November 2019. Under the SPP, each Eligible
Shareholder will be entitled to apply for parcels of new Shares from as little as $2,000 up to a maximum of
$30,000 without incurring brokerage or transaction costs. The issue price will be $0.025 per Share, which
represents a 7.4% discount to the volume weighted average price of Orion’s shares on the ASX during the 5
trading days immediately prior to 24 October 2019, the date of announcement of the SPP.
The Company will issue a maximum of 80 million SPP Shares under the SPP at an issue price of $0.025 per share
(being the same issue price as Shares issued under the Placement announced on 24 October 2019). The
Company will raise up to $2.0 million from the issue of SPP Shares. All SPP Shares will be quoted on either the
ASX or JSE (for South African Eligible Shareholders) and will rank equally with other fully paid ordinary shares on
issue. No shareholder approval is necessary in respect of the Shares issued under the terms of the SPP.
A copy of the SPP booklet containing further details of the SPP and Application Form is attached to this
announcement as Appendix 1 and is in the process of being dispatched to Eligible Shareholders. Eligible
Shareholders should read the SPP booklet before deciding whether to participate in the SPP.
Important Dates
Record Date 7:00pm (Melbourne time) on 23 October
2019
SPP offer opens 30 October 2019
SPP offer closes 7:00pm (Melbourne time) on 29 November
2019
SPP allocation announcement and Scale-back (if any) 5 December 2019
Issue Date 5 December 2019
Quotation of New Shares 6 December 2019
Dispatch of holding statements (ASX) 6 December 2019
Orion may vary any of the above dates in its absolute discretion by lodging a revised timetable with the ASX and the JSE.
Errol Smart
Managing Director and CEO
30 October 2019
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Nicholas Read Barnaby Hayward Rick Irving
Director & CEO
Denis Waddell – Chairman Read Corporate, Australia Tavistock, UK Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +44 (0) 787 955 1355 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: orion@tavistock.co.uk E: rick@merchantec.co.za
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
Disclaimer
This release may include forward-looking statements. Such forward-looking statements may include, among other things,
statements regarding targets, estimates and assumptions in respect of metal production and prices, operating costs and
results, capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates, and are
or may be based on assumptions and estimates related to future technical, economic, market, political, social and other
conditions. These forward-looking statements are based on management’s expectations and beliefs concerning future
events. Forward-looking statements inherently involve subjective judgement and analysis and are necessarily subject to
risks, uncertainties and other factors, many of which are outside the control of Orion. Actual results and developments
may vary materially from those expressed in this release. Given these uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. Orion makes no undertaking to subsequently update or revise the
forward-looking statements made in this release to reflect events or circumstances after the date of this release. All
information in respect of Exploration Results and other technical information should be read in conjunction with
Competent Person Statements in this release (where applicable). To the maximum extent permitted by law, Orion and
any of its related bodies corporate and affiliates and their officers, employees, agents, associates and advisers:
- disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change
in expectations or assumptions;
- do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of
the information in this release, or likelihood of fulfilment of any forward-looking statement or any event or results
expressed or implied in any forward-looking statement; and
- disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for
negligence).
Orion Minerals Ltd
ACN 098 939 274
Share Purchase Plan Booklet
CHAIRMAN'S LETTER
30 October 2019
Dear Shareholder,
Orion Minerals Ltd Share Purchase Plan
On 24 October 2019, Orion Minerals Ltd ACN 098 939 274 (Orion or Company) announced that it had received
commitments from investors to raise approximately A$5.5 million, by way of placement of new fully paid ordinary
shares in the Company (Shares). Following the announcement, the Company received additional
commitments from investors, increasing the amount raised by the Company to A$6.4 million, by way of the
placement of 255 million Shares at A$0.025 per Share (Placement). Orion also announced that it would
undertake a share purchase plan to raise up to A$2.0 million (Share Purchase Plan).
On behalf of the Board, I am pleased to offer you the opportunity to participate in the Share Purchase Plan
(Offer). The Share Purchase Plan allows you to apply to purchase up to A$30,000 (ZAR300,000) worth of ordinary
shares (New Shares) (subject to scale back at Orion’s absolute discretion) without brokerage or other transaction
costs. Please give your urgent attention to this Offer as it closes at 7:00pm (Melbourne time) on 29 November
2019.
The Share Purchase Plan has been designed to allow shareholders to subscribe for New Shares up to a maximum
of A$30,000 (ZAR300,000) at a subscription price that is the same price paid by investors under the Placement,
without having to pay brokerage or other costs that would normally apply to an on-market purchase of Shares.
The minimum application amount is A$2,000 (ZAR20,000). The Offer applies irrespective of the number of Shares
currently held by the eligible shareholder.
The maximum amount proposed to be raised under the Share Purchase Plan is A$2.0 million (Maximum Amount).
The Company, however, reserves the absolute discretion to determine the final amount raised under the Share
Purchase Plan.
The proceeds of the Share Purchase Plan will be used by Orion to complete optimisation studies and early stage
works for the Prieska Copper-Zinc Project, exploration on the Company’s tenements in the Northern Cape of
South Africa and for working capital purposes.
The Share Purchase Plan provides the opportunity to increase your investment in Orion at an issue price (SPP
Price) of A$0.025 (ZAR0.25) per New Share which represents a 7.4% discount to the volume weighted average
price (VWAP) of the Company’s Shares on the Australian Securities Exchange (ASX) during the 5 trading days
immediately prior to the date on which the Offer was announced.
The Share Purchase Plan also provides an opportunity to any existing shareholder holding an unmarketable
parcel of Shares on the ASX (being less than A$500 worth of Shares) to increase their holdings without incurring
transaction costs.
Participation in the Share Purchase Plan is optional and is open exclusively to eligible shareholders in Australia,
South Africa or New Zealand, and certain shareholders in United Kingdom, Singapore, Mauritius or British Virgin
Islands who were holders of Shares at 7:00pm (Melbourne time) on 23 October 2019 (Record Date).
The Offer of New Shares under this Share Purchase Plan is made in accordance with ASIC Corporations (Share
and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes
of Chapter 6D of the Corporations Act.
Important information regarding potential Scale-back in the Share Purchase Plan
- The Share Purchase Plan is intended to raise up to the Maximum Amount and entitles eligible
shareholders, irrespective of the size of their shareholding, to purchase up to A$30,000 (ZAR300,000)
worth of New Shares at a subscription price of A$0.025 (ZAR0.25) per New Share. If subscriptions
received by Orion under the Share Purchase Plan exceed the Maximum Amount, or such other
amount determined by the Directors, Orion may elect to scale back the maximum number of New
Shares issued to each shareholder to the extent and in the manner that it sees fit in its absolute
discretion (Scale-back).
- You may be allocated New Shares to a value which is significantly less than the parcel which you
applied for and the difference will be refunded to you without any interest.
- Orion may Scale-back the maximum number of New Shares issued to each shareholder at its absolute
discretion. Orion may take into consideration the size of an applicant’s shareholding when
determining the amount of any potential Scale-back and therefore the extent of the Scale-back may
differ between applications.
- Shareholders should keep this potential Scale-back in mind when deciding how much to apply for
under the Share Purchase Plan.
How to apply
If you are an eligible shareholder and wish to participate in the Share Purchase Plan, you may apply to purchase
New Shares up to a maximum of A$30,000 (ZAR300,000) at the SPP Price. The minimum application amount is
A$2,000 (ZAR20,000).
For non-South African resident eligible shareholders, you can apply by either:
- completing the enclosed Application Form as instructed and returning it to the address indicated on
the form, together with your payment; or
- making payment directly by BPAY® in accordance with the details on the Application Form
BPAY® payments must be made from an Australian dollar account of an Australian financial institution.
For South African resident eligible shareholders, you can apply by:
- completing the enclosed Application Form as instructed and returning it to the address indicated on
the form; and
- making payment in accordance with the details on the Application Form.
Your application and payment must be received by 7:00pm (Melbourne time) on 29 November 2019 (Closing
Date).
Raising Amount and Scale-back
The Maximum Amount proposed to be raised under the Share Purchase Plan is A$2.0 million. The Company,
however, reserves absolute discretion to determine the final amount raised under the Share Purchase Plan.
When applying under the Share Purchase Plan, please be aware of the potential for a Scale-back as it may
impact the number of New Shares you receive. If there is a Scale-back, your application monies may be greater
than the value of the New Shares you will be issued. In such event, the excess application monies will be
refunded to you without interest.
For example, if you apply for A$20,000 of New Shares and Orion scales back your allocation to A$16,000 of New
Shares (rounded down to the nearest whole number of New Shares), you will receive a refund of A$4,000 without
interest.
Timetable
Record Date 7:00pm (Melbourne time) on 23 October 2019
Share Purchase Plan offer opens 30 October 2019
Share Purchase Plan offer closes 7:00pm (Melbourne time) on 29 November 2019
Share Purchase Plan allocation announcement and 5 December 2019
Scale-back (if any)
Issue Date 5 December 2019
Quotation of New Shares 6 December 2019
Dispatch of holding statements (ASX) 6 December 2019
Orion may vary any of the above dates in its absolute discretion by lodging a revised timetable with the ASX and the JSE.
Important information
This Booklet contains further information about the Share Purchase Plan. The Board urges you to read this Booklet
carefully and in its entirety before deciding whether to participate in the Share Purchase Plan. If you are in any
doubt about the course of action you should follow, you should consult your financial, taxation or other
professional adviser before participating in the Share Purchase Plan.
Orion’s current Share price can be obtained from the ASX and JSE website (ASX/JSE Code: ORN) and is listed in
the financial and business section of major daily newspapers circulated in Australia.
For further information about the Share Purchase Plan or how to apply, please contact Orion on +61 3 8080 7170.
On behalf of the Board, I thank you for your continued support of Orion.
Yours faithfully,
Denis Waddell
Chairman
Orion Minerals Ltd
These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for
the account of “U.S. persons” (as defined in Regulation S under the U.S Securities Act of 1993, as amended (“U.S. Securities
Act”)) (U.S. Persons). These materials have been prepared for publication in Australia, New Zealand, South Africa, United
Kingdom, Singapore, Mauritius and British Virgin Islands only and may not be sent or disseminated in, distributed or released,
directly or indirectly, in the United States or to any U.S. Person in any place, or elsewhere. The New Shares have not been, and
will not be, registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or otherwise transferred in the United States or to, or for the account of any U.S. Person
except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities
laws or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act and applicable state securities laws. The New Shares may only be offered and sold outside the United States in “offshore
transactions” (as defined in Regulation S under the U.S. Securities Act) in compliance with the U.S. Securities Act and laws of
the jurisdiction in which the New Shares are offered and sold.
FREQUENTLY ASKED QUESTIONS
1. What is the Share Purchase Under the Share Purchase Plan, eligible shareholders have an opportunity to
Plan? apply to purchase up to A$30,000 worth of New Shares at an issue price of
A$0.025 (ZAR0.25) per New Share (SPP Price) which represents a 7.4%
discount to the volume weighted average price (VWAP) of the Company’s
Shares on the Australian Securities Exchange (ASX) during the 5 trading days
immediately prior to the announcement date of the Offer.
2. Am I an eligible You are an eligible shareholder if you were a holder of Shares on the Record
shareholder? Date (7:00pm (Melbourne time) on 23 October 2019) and have a registered
address in Australia, South Africa or New Zealand or have a registered
address in United Kingdom, Singapore, Mauritius or British Virgin Islands and
are eligible to participate in the Offer under the applicable laws in those
jurisdictions (see section 9 of the “Other Terms and Conditions” section in this
Booklet). If you hold Shares on behalf of persons who reside outside Australia
or New Zealand, or are in the United States, are a U.S. Person, or a person
acting on the account of a U.S. Person, you are not an eligible shareholder
and are not entitled to participate in the Share Purchase Plan.
If you are a joint holder of Shares or have multiple holdings of Shares, please
refer to section 2 in the “Other Terms and Conditions” section of this Booklet
for further information.
3. How are custodians and Please refer to section 3 in the “Other Terms and Conditions” section of this
nominees treated under the Booklet for information on eligibility for custodian and nominee shareholders.
Share Purchase Plan?
4. What are the key dates of
the Share Purchase Plan? Record Date 7:00pm (Melbourne time) on
23 October 2019
Share Purchase Plan offer opens 30 October 2019
Share Purchase Plan offer closes 7:00pm (Melbourne time) on
29 November 2019
Share Purchase Plan allocation 5 December 2019
announcement and Scale-back (if any)
Issue Date 5 December 2019
Quotation of New Shares 6 December 2019
Dispatch of holding statements (ASX) 6 December 2019
Orion may vary any of the above dates in its absolute discretion by lodging a
revised timetable with the ASX and JSE.
5. How much can I invest? If you are an eligible shareholder and wish to participate in the Share
Purchase Plan, you may apply to purchase New Shares up to a maximum of
A$30,000 (ZAR300,000) at the SPP Price, with the minimum application
amount being A$2,000 (ZAR20,000).
Each eligible shareholder may only acquire a maximum of A$30,000
(ZAR300,000) worth of New Shares under the Share Purchase Plan,
irrespective of the number of Shares they currently hold. This limitation
applies even if you receive more than one Application Form, or if you hold
Shares in more than one capacity.
The minimum application amount is A$2,000 (ZAR20,000).
The maximum application amount is A$30,000 (ZAR300,000).
6. How do I apply? The Application Form allows you to apply for New Shares offered under this
Share Purchase Plan.
You can apply through one of the following methods:
For non-South African resident eligible shareholders
Option 1
Complete the enclosed Application Form as instructed and return it to the
address indicated on the form, together with your payment.
Option 2
You can make a payment by BPAY®. To do this, you must use the unique
identifier shown on the Application Form as the customer reference number
when making payment. If you make your payment with BPAY® you do not
need to return your Application Form.
BPAY® payments must be made from an Australian dollar account of an
Australian financial institution.
Note: By using the BPAY® facility to apply for New Shares, you represent that
the total of the application price for the following does not exceed A$30,000:
- the New Shares the subject of your application;
- any other New Shares or Shares issued under any similar arrangement
to the Share Purchase Plan in the 12 months before the date of your
application;
- any other New Shares which you have instructed a custodian to
acquire on your behalf under the Share Purchase Plan; and
- any other Shares issued to a custodian under an arrangement similar
to the Share Purchase Plan in the 12 months before the date of your
application under the Share Purchase Plan as a result of an instruction
given by you to the custodian or another custodian and which
resulted in you holding beneficial interests in such Shares.
You must ensure that your application and payment is received by
7:00pm (Melbourne time) on 29 November 2019.
For South African resident eligible shareholders
Complete the enclosed Application Form as instructed and return it to the
address indicated on the form and make a payment in accordance with the
details on the Application Form using the unique identifier shown on the
Application Form as the customer reference when making payment. The
Application Form also provides information on the FICA documentation that
is required to be submitted along with the Application Form.
You will not be able to withdraw or revoke your application or payment
once you have submitted it or made it or change the amount of New Shares
you have applied for.
You must ensure that your application and payment is received by
7:00pm (Melbourne time) on 29 November 2019.
7. What is the If subscriptions received by Orion exceed the Maximum Amount, or such
Scale-back? other amount determined by the Directors, Orion may elect to scale back
the maximum number of New Shares issued to each shareholder at its
absolute discretion. Orion may give consideration to the size of the
applicant’s current shareholding when determining the amount of any
potential Scale-back and therefore the extent of the Scale-back may differ
between applications.
Please refer to section 4 in the “Other Plan Terms and Conditions” section of
this Booklet for further information in relation to Scale-back.
8. What rights will the New New Shares will rank equally in all respects with existing Shares quoted on the
Shares have? ASX and JSE, with the same voting rights, dividend / distribution rights and
other entitlements from issue.
9. Will the New Shares be Yes. Orion will apply for the New Shares to be issued under the Share
quoted? Purchase Plan to be quoted on the ASX or the JSE (for South African resident
eligible shareholders).
10. Is the Share Purchase Plan No.
underwritten?
11. Can I transfer my rights As the Share Purchase Plan is non-renounceable, your rights under the Share
under the Share Purchase Purchase Plan are personal to you and cannot be transferred to another
Plan? person.
12. Will there be brokerage and No brokerage or other transaction costs will apply to the application for, and
other transaction costs? issue of, New Shares under the Share Purchase Plan.
OTHER TERMS AND CONDITIONS
IMPORTANT NOTICE
If you apply to participate in the Share Purchase Plan, you should be aware, and accept the risk, that the market
price of Shares may change between the date of the Share Purchase Plan offer and the date when New Shares
are issued to you under the Share Purchase Plan. As such, it is possible that, up to or after the date you receive
New Shares under the Share Purchase Plan, you may be able to buy Shares on the ASX/JSE at a lower price than
under the Share Purchase Plan. We encourage you to seek your own professional advice regarding your
participation in the Share Purchase Plan.
By submitting your payment for New Shares under the Share Purchase Plan via BPAY®, you certify and represent
to the Company that the total of the application price for New Shares under current and previous plan
purchases (as that term is defined below) is not more than A$30,000 (ZAR300,000).
1. Acknowledgements
1.1 If you submit a BPAY® payment or complete and return an Application Form:
(a) you acknowledge that you have read and irrevocably and unconditionally agree to the terms
and conditions in this Booklet in full and you agree not to do any act or thing which would be
contrary to the intention or purpose of the Share Purchase Plan;
(b) you acknowledge that you are an eligible shareholder and that you are lawfully permitted to
accept the offer under the Share Purchase Plan, and participate in the Share Purchase Plan;
(c) if you are a New Zealand eligible shareholder, you continued to hold Shares as at the opening of
the Share Purchase Plan offer on 30 October 2019;
(d) you acknowledge and agree that you do not reside outside Australia, New Zealand, United
Kingdom, Singapore, South Africa, Mauritius or British Virgin Islands and that you are not in the
United States, a U.S. Person, or a person acting on the account of a U.S. Person;
(e) if you are a trustee or nominee and are the registered holder of Shares (and this is expressly noted
on the share register of Orion) and hold Shares on account of another person (Beneficiary), you
acknowledge that the Beneficiary will be taken to be the registered holder of those Shares and
any application, certification or issue of New Shares to you (as trustee or nominee) will be taken
to be an application, certification by, or an issue to, the Beneficiary;
(f) if you are acting as a trustee or nominee, each beneficial holder on whose behalf you are
participating is resident in Australia, New Zealand, United Kingdom, Singapore, South Africa,
Mauritius or British Virgin Islands and is not in the United States, a U. S. Person, or a person acting
on the account of a U.S. Person, and you have not sent any materials relating to the Share
Purchase Plan to any such person;
(g) you certify that the total of the application price for the following does not exceed A$30,000:
(i) the New Shares the subject of your application;
(ii) any other New Shares or Shares issued under any similar arrangement to the Share
Purchase Plan in the 12 months before the date of your application;
(iii) any other New Shares which you have instructed a custodian to acquire on your behalf
under the Share Purchase Plan; and
(iv) any other Shares issued to a custodian under an arrangement similar to the Share
Purchase Plan in the 12 months before the date of your application under the Share
Purchase Plan as a result of an instruction given by you to the custodian or another
custodian and which resulted in you holding beneficial interests in such Shares,
(current and previous plan purchases) even though you may have received more than
one offer under the Share Purchase Plan or received offers in more than one capacity
under the Share Purchase Plan;
(h) you acknowledge your application is irrevocable, unconditional and non-transferable;
(i) you acknowledge that your application is only effective when received by Orion or Link Market
Services (Registry) and not when posted;
(j) if you are a Custodian (as that term is defined in section 3 below), you warrant that you have
provided a Custodian Certificate (as that term is defined in section 3 below) to Orion (in a form
that is true, correct and not misleading) and make additional representations that you:
(i) are a Custodian;
(ii) you held Shares on behalf of the Custodian Beneficiaries (as that term is defined in
section 3 below) as at the Record Date who has instructed you to apply for New Shares
on their behalf under the Share Purchase Plan and that that Custodian Beneficiary has
been given a copy of this document;
(iii) you are not applying for New Shares on behalf of any Custodian Beneficiary with an
aggregate application amount of more than A$30,000 under the Share Purchase Plan;
and
(iv) the information in the Custodian Certificate submitted with your Application Form is true,
correct and not misleading;
(k) you declare that all details and statements in your Application Form are true and complete and
not misleading;
(l) you authorise Orion to correct minor errors in your Application Form and to complete the
Application Form by inserting any missing minor details;
(m) you acknowledge that Orion, may at any time, determine that your Application Form is valid, in
accordance with this Booklet, even if the Application Form is incomplete, contains errors or is
otherwise defective;
(n) you acknowledge that no interest will be paid on any application monies held pending the
issuance of the New Shares or subsequently returned to you for any reason;
(o) you acknowledge that Orion, at its absolute discretion, may either accept or reject your
application for New Shares;
(p) you accept that Orion at its absolute discretion can make reductions in issuance of New Shares
under a Scale-back;
(q) you acknowledge that Orion is not liable for any exercise of its discretions referred to in this
Booklet;
(r) you accept the risk associated with any refund that may be dispatched to you by cheque to
your address or by direct credit to your nominated bank account as shown on Orion's register;
(s) you are responsible for any dishonour fees or other costs Orion may incur in presenting a cheque
for payment which is dishonoured;
(t) you acknowledge that the New Shares have not been, and will not be, registered under the
Securities Act or the securities law of any state or other jurisdiction of the United States and
accordingly, the New Shares may not be offered, sold or otherwise transferred, directly or
indirectly, in the United States except in accordance with an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and any other
applicable U.S. state securities laws;
(u) you agree not to send any materials relating to the Share Purchase Plan to any person in the
United States, a U.S. Person, or a person acting on the account of a U.S. Person;
(v) you have not purchased the New Shares as a result of any “directed selling efforts” (within the
meaning of Rule 902(c) of Regulation S under the U.S. Securities Act);
(w) you agree to be bound by the constitution of Orion;
(x) you acknowledge that neither Orion nor the Registry has provided you with investment advice or
financial product advice, and that neither has any obligation to provide this advice, concerning
your decision to apply for and buy New Shares, and that this Booklet has been prepared without
taking into account the objects, financial situation, tax position or needs of individuals;
(y) you declare that you are at least 18 years of age and have full legal capacity and power to
perform all your rights and obligations in respect of the Offer; and
(z) you are aware, and accept the risk, that the market price of Shares may change between the
date of the Share Purchase Plan offer and the date when New Shares are issued to you under
the Share Purchase Plan, and that the SPP Price may exceed the market price of Shares on the
Issue Date.
2. Joint holders / multiple holdings
2.1 If you are a joint holder of Shares, you are taken to be a single registered holder of Shares for the purposes
of determining whether you are an eligible shareholder and joint holders are entitled to participate in
the Share Purchase Plan in respect of that single holding only. If as a joint holder, you receive more than
one offer under the Share Purchase Plan due to multiple registered holdings, you may still only apply for
one maximum parcel of New Shares.
3. Custodians
3.1 Eligible shareholders who hold Shares as a "custodian" (as defined in ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547) (Custodian) may participate in the Share Purchase Plan
on behalf of one or more persons whom the Custodian holds Shares on behalf of (Custodian
Beneficiaries). If a Custodian applies for New Shares on behalf of a Custodian Beneficiary, Orion may
not issue New Shares to the Custodian under the Share Purchase Plan unless the Custodian certifies the
following in writing to Orion:
(a) either or both of the following:
(i) that the Custodian holds the Shares on behalf of one or more persons that are not
custodians (Participating Beneficiaries); or
(ii) that another custodian (Downstream Custodian) holds beneficial interests in Shares on
behalf of a Participating Beneficiary, and the Custodian holds the Shares to which those
beneficial interests relate on behalf of the Downstream Custodian or another custodian,
on the Record Date and that each Participating Beneficiary has subsequently instructed
the following persons:
(iii) where sub-paragraph (a)(i) applies – the Custodian; and
(iv) where sub-paragraph (a)(ii) applies – the Downstream Custodian,
to apply for New Shares under the Share Purchase Plan on their behalf;
(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary, and that each Participating
Beneficiary’s address is located in Australia, New Zealand, United Kingdom, Singapore, South
Africa, Mauritius or British Virgin Islands;
(d) that each Custodian Beneficiary is not in the United States, or is not a U.S. Person, or a person
acting for the account of a U.S. Person and that the Custodian has not sent any materials relating
to the Share Purchase Plan to any person in the United States;
(e) in respect of each Participating Beneficiary:
(i) where sub-paragraph (a)(i) applies – the number of Shares that the custodian holds on
their behalf and the number; and
(ii) where sub-paragraph (a)(ii) applies – the number of Shares to which the beneficial
interests relate;
(f) in respect of each Participating Beneficiary:
(i) where sub-paragraph (a)(i) applies – the number or the dollar amount of New Shares
they instructed the custodian to apply for on their behalf; and
(ii) where sub-paragraph (a)(ii) applies – the number or the dollar amount of New Shares
they instructed the Downstream Custodian to apply for on their behalf;
(g) there are no Participating Beneficiaries in respect of which the total of the application price for
the following exceeds A$30,000 (ZAR300,000):
(i) the New Shares applied for by the Custodian under the Share Purchase Plan in
accordance with the instructions referred to in sub-paragraph (f); and
(ii) any other Shares issued to the Custodian in the 12 months before the application as a
result of an instruction given by them to the Custodian or the Downstream Custodian to
apply for Shares on their behalf under an arrangement similar to the Share Purchase Plan;
(h) that a copy of this Booklet was given to each Participating Beneficiary; and
(i) where sub-paragraph (a)(ii) applies – the name and address of each Custodian who holds
beneficial interests in the Shares held by the Custodian in relation to each Participating
Beneficiary,
(Custodian Certificate).
3.2 Custodians must request a Custodian Certificate when making an application on behalf of Custodian
Beneficiaries. To request a Custodian Certificate or for further information about the custodian
application process, a Custodian should contact Orion on +61 3 8080 7170.
3.3 Applications received from Custodians must be accompanied by a duly completed and signed
Custodian Certificate.
3.4 If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot
participate for beneficiaries in the manner described above.
3.5 Nominees and custodians may not distribute this document, and may not permit any beneficial
shareholder to participate in the SPP, in any country outside Australia, South Africa, the British Virgin
Islands, Mauritius, New Zealand and Singapore except, with the consent of the Company, to beneficial
shareholders resident in certain other countries where the Company may determine it is lawful and
practical to make the SPP.
4. Raising Amount and Scale-back
4.1 The Share Purpose Plan is intended to raise up to the Maximum Amount of A$2.0 million. The Company,
however, reserves absolute discretion to determine the final amount raised under the Share Purchase
Plan.
4.2 If subscriptions received by Orion under the Share Purchase Plan exceed the Maximum Amount, or such
other amount determined by the Directors, Orion may elect to scale back the maximum number of New
Shares issued to each shareholder to the extent and in the manner that it sees fits in its absolute discretion
(Scale-back). Orion may give consideration to the size of the applicant’s current shareholding when
determining the amount of any potential Scale-back and therefore the extent of the Scale-back may
differ between applications.
4.3 If a Scale-back occurs, you may receive less than the parcel of New Shares for which you have applied.
If a Scale-back produces a fractional number of Shares when applied to your issue of New Shares, the
number of New Shares you will be allocated will be rounded down to the nearest whole number of New
Shares.
4.4 If there is a Scale-back, your application monies may be greater than the value of the New Shares you
will be issued. In such event, the excess application monies will be refunded to you without interest, by
direct credit (to your nominated account as recorded on Orion's Share register) or cheque (to your
address as shown on Orion’s share register) as soon as practicable.
5. Number of New Shares to be issued and Rounding
5.1 If you apply for New Shares under the Share Purchase Plan, you agree that you are applying for a certain
value at the SPP Price, rather than a certain number of New Shares.
5.2 If your application is accepted, Orion will divide the value of your application monies by the SPP Price
(as outlined in section 1 of the "Frequently Asked Questions" section above) in order to determine the
number of New Shares which, subject to Scale-back, will be issued to you.
5.3 Fractional Shares will not be issued and any fraction of a share will be rounded down to the nearest
whole number of Shares.
6. ASIC Corporations Instrument compliance
A registered holder of Shares will be ineligible to participate in the Share Purchase Plan if their
participation would be in breach of ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547.
7. Dispute resolution, waiver, withdrawal, suspension, and termination
Orion may settle in any manner it deems appropriate any difficulties, anomalies, or disputes which may
arise in connection with the operation of the Share Purchase Plan and its decision shall be conclusive
and binding on all participants and other persons to whom the determination relates. Orion reserves
the rights to waive strict compliance with any provisions of this Booklet, to amend or vary the terms and
conditions set out in this Booklet and to suspend or terminate the Share Purchase Plan at any time. Any
such amendment, variation, suspension or termination will be binding on all eligible shareholders even
where Orion does not notify you of that event. In the event that the Share Purchase Plan is terminated
prior to the issue of New Shares, all application monies will be refunded to you, without interest, by direct
credit (to your nominated account as recorded on Orion's Share register) or cheque (to your address
as shown on Orion's Share register) or such other manner as Orion may determine in consultation with
you as soon as practicable.
8. Application Form
The Application Form forms part of the Booklet for the purposes of this Share Purchase Plan Offer.
9. Offers to eligible shareholders outside of Australia
9.1 Important information for New Zealand investors
The Shares are not being offered or sold to the public within New Zealand other than to existing
shareholders of the Company with registered addresses in New Zealand to whom the offer of the Shares
is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets
Conduct (Incidental Offers) Exemption Notice 2016.
This document has not been registered, filed with or approved by any New Zealand regulatory authority.
This document is not a product disclosure statement under New Zealand law and is not required to, and
may not, contain all the information that a product disclosure statement under New Zealand law is
required to contain.
9.2 Important information for South African investors
The SPP is a non-renounceable offer made only to existing holders of Orion’s securities and, in
accordance with Chapter 4 of the Companies Act, 2008, is not an offer to the public and accordingly
does not require a prospectus.
9.3 Important information for UK investors
Neither the information in this document nor any other document relating to the SPP has been delivered
for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been
published or is intended to be published in respect of the New Shares. This document is issued on a
confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of
section 86(7) of FSMA)) in the United Kingdom, and the New Shares may not be offered or sold in the
United Kingdom by means of this document, any accompanying letter or any other document, except
in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA.
This document should not be distributed, published or reproduced, in whole or in part, nor may its
contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or
inducement to engage in investment activity (within the meaning of section 21 FSMA) received in
connection with the issue or sale of the New Shares has only been communicated or caused to be
communicated and will only be communicated or caused to be communicated in the United Kingdom
in circumstances in which section 21(1) FSMA does not apply to the Company.
9.4 Important information for Mauritian investors
In accordance with The Securities Act 2005 of Mauritius, no offer of New Shares may be made to the
public in Mauritius without the prior approval of the Mauritius Financial Services Commission.
Accordingly, this offer is being made on a private placement basis only and does not constitute a public
offering. As such, this document has not been approved or registered by the Mauritius Financial Services
Commission and is for the exclusive use of the person to whom it is addressed. The document is
confidential and should not be disclosed or distributed in any way without the express written permission
of the Company.
9.5 Important information for Singapore investors
This document and any other materials relating to the New Shares have not been, and will not be,
lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this document and any other document or materials in connection with the offer or sale,
or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed,
nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance
with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of
Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other
applicable provisions of the SFA.
This document has been given to you on the basis that you are an existing holder of the Company's
shares. In the event that you are not such a shareholder, please return this document immediately. You
may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any
other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire
New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
9.6 Important information for British Virgin Island investors
The New Shares may not be offered from inside the British Virgin Islands unless the Company or the
person offering the New Shares on its behalf is licensed to carry on business in the British Virgin Islands.
The Company is not licensed to carry on business in the British Virgin Islands. The New Shares may be
offered to existing shareholders of the Company from outside the British Virgin Islands without restriction.
10. Governing Law
This Booklet and offer under the Share Purchase Plan is governed by the laws in force in Victoria,
Australia.
Before you apply for New Shares under the Share Purchase Plan, you should consider obtaining professional
financial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish
to participate in the Share Purchase Plan (taking into account your own financial situation, needs and
objectives). Orion and its officers make no recommendation about whether or not you should apply for New
Shares under the Share Purchase Plan, and nothing in this Booklet (including the Application Form) or any other
accompanying documentation constitutes investment or financial product advice or is intended to influence
your decision whether or not to participate in the Share Purchase Plan.
Date: 30/10/2019 08:45:00
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.
Sharenet Sites 
