TIDMGPM TIDMGPSS
RNS Number : 5990T
Golden Prospect Precious Metals Ltd
15 November 2023
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are
in any doubt about the action you should take, you should
immediately consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who is (if you
are taking advice inside the United Kingdom) authorised under FSMA
or, if you are taking advice in a territory outside the United
Kingdom, is an appropriately authorised independent financial
adviser.
If you have sold or otherwise transferred all of your holding of
Ordinary Shares in the Company, please send this document (but not
any accompanying Application Form) at once to the purchaser or
transferee or to the stockbroker, banker or other agent through
whom the sale or transfer was effected for onward transmission to
the purchaser or transferee.
Golden Prospect Precious Metals Limited
(Incorporated in Guernsey with limited liability under the
Companies (Guernsey) Law 2008 with registered number 45676)
Directors Registered Office
Toby Birch (Chairman) 1 Royal Plaza, Royal Avenue
Robert King St Peter Port
Graeme Ross Guernsey
GY1 2HL
31 October 2023
Dear Shareholder,
INFORMATION NOTICE - REMINDER OF SUBSCRIPTION RIGHTS
Introduction
We are writing to remind you of your right to subscribe for one
new Ordinary Share of Golden Prospect Precious Metals Limited in
respect of every five Ordinary Shares held by you at 6pm on 30
November 2023.
Each registered Shareholder of an Ordinary Share has the right
to subscribe in cash for new Ordinary Shares on the basis of one
new Ordinary share for every five existing Ordinary shares
registered in the name of such Shareholder on such date at a price
equal to the audited undiluted net asset value of an Ordinary Share
on the preceding 29 November (or if such date is not a business
day, the next following business day) - 38.31 pence as at 1
December 2023 (being the first business day in December). Your
attention is drawn to the table on page 2 detailing the mid-market
quotations for the Ordinary shares.
This year's exercise price is, at present, materially above the
current share price.
Shareholders are not obliged to exercise their Subscription
Rights and if they do not exercise their rights a Subscription
Trustee appointed by the Company, may, subject to its evaluation of
market demand, attempt to place or sell unexercised Subscription
Rights and return any proceeds, net of costs, within 14 days to
Shareholders who have not exercised their rights. There can be no
guarantee that such a sale of Subscription Rights will be possible
or at what price. Shareholders are therefore advised to consider
carefully their options concerning whether to exercise their
Subscription Rights or not and to seek financial advice if unsure
of their position.
The Company's website www.ncim.co.uk shows the Company's closing
share price the day before in the Share Price Information Section.
This should be compared to the Subscription Right exercise price of
38.31 pence enabling you to monitor the difference between the up
to date market price and the exercise price, as prices can change
between the date of this letter and the date of exercise.
THIS LETTER IS ISSUED BY WAY OF A REMINDER ONLY IN ORDER TO
COMPLY WITH THE CONDITIONS OF THE SUBSCRIPTION RIGHTS SET OUT IN
THE COMPANY'S ARTICLES OF INCORPORATION AND SHAREHOLDERS SHOULD NOT
REGARD THIS LETTER AS A RECOMMATION TO EXERCISE THEIR SUBSCRIPTION
RIGHTS.
Shareholders should note that the Board does not expect to have
to scale back applications to subscribe for new Ordinary Shares as
that the total value of new Ordinary Shares to be issued is not
expected to exceed Euro 8 million. As at 26 October 2023 (the
Latest Practicable Date), if the subscription rights were exercised
in full, that would result in 17.1 million new Ordinary Shares
being issued raising GBP6.6 million (equivalent to Euro 7.5
million).
Mid-market prices of the Ordinary Shares
Set out below, for information only, is a table showing the
mid-market price of the Ordinary Shares on Shares on the last
Business Day of the last six months and on the Latest Practicable
Date.
Date (2023) Mid-market price
per Ordinary Share
(pence)
31 March 33.00
--------------------
28 April 34.35
--------------------
31 May 31.00
--------------------
30 June 28.00
--------------------
31 July 30.75
--------------------
31 August 27.00
--------------------
29 September 23.70
--------------------
30 October 26.25
--------------------
Expected Timetable for the Subscription Rights Exercisable
------------------------------------------------------------------------
Latest time and date for settlement 1pm on 28 November 2023
of USE instruction and payment
------------------------
(uncertificated shares)
Latest time and date for lodging subscription 1pm on 28 November 2023
rights application form and payment
------------------------
(certificated shares)
Record date for exercise of Subscription 6pm on 30 November 2023
Rights
------------------------
Admission and dealings in new Ordinary 8 December 2023
Shares commence
------------------------
How To Exercise Your Right To Subscribe
The procedure for exercising your Subscription Rights varies
according to whether you hold your Ordinary Shares in certificated
or uncertificated form (that is, in CREST).
If you hold your shares in uncertificated form , that is,
through CREST, you should send a USE (Unmatched Stock Event)
instruction as set out below together with a remittance for the
aggregate Subscription Price in respect of which the Subscription
Rights are being exercised. When sending a USE instruction,
Shareholders should use the following participant and member
account IDs when processing their instructions:
-- CREST Participant ID =8RA06
-- CREST Member Account ID =GPPMSURI
The corporate action ISIN in respect of the Subscription Rights
is GG00BLFHGX78. If you hold your Ordinary Shares in uncertificated
form, you will be allocated a Subscription Right entitlement in
CREST by reference to your shareholding as at close of business on
9 November 2023.
If you buy Ordinary Shares after this date, please contact
Computershare Investor Services PLC on 0370 707 4040 (or +44 370
707 4040, if calling from outside the United Kingdom).
Once received, the USE instruction shall be irrevocable save
with the consent of the Directors. Shareholders should note that
Euroclear does not make available special procedures, in CREST, for
any particular corporate action. Normal system timings and
limitations will therefore apply in connection with the instruction
and its settlement.
The Company may in its sole discretion:
-- treat as valid (and binding on the CREST member concerned) a
USE instruction which does not comply in all respects with the
requirements as to validity set out or referred to in this
information notice;
-- accept an alternative properly authenticated dematerialised
instruction from a CREST member or (where applicable) a CREST
sponsor as constituting a valid subscription request in
substitution for or in addition to a USE instruction and subject to
such further terms and conditions as the Company may determine;
and
-- accept an alternative instruction or notification from a
CREST member or CREST sponsored member or (where applicable) a
CREST sponsor, or extend the time for settlement of a USE
instruction or any alternative instruction or notification, in the
event that, for reasons or due to circumstances outside the control
of any CREST member or CREST sponsored member or (where applicable)
CREST sponsor, the CREST member or CREST sponsored member is unable
validly to exercise his Subscription Right by means of the above
procedures. In normal circumstances, this discretion is only likely
to be exercised in the event of any interruption, failure or
breakdown of CREST (or of any part of CREST) or on the part of the
facilities and/or systems operated by the Registrar in connection
with CREST.
The USE instruction should be inputted to settle by 1.00 pm on
28 November 2023. If you have any enquiries regarding the
procedures described above, these should be referred, in the case
of CREST sponsored members, to their CREST sponsor and, in the case
of other members including CREST sponsors, to the Registrar,
Computershare Investor Services PLC on 0370 707 4040 (or +44 370
707 4040, if calling from outside the United Kingdom).
New Ordinary Shares to be issued pursuant to the exercise of
Subscription Rights which are conferred by Ordinary Shares held in
uncertificated form will be issued not later than 14 days after and
with effect from the Subscription Date. The Company shall take
reasonable steps to procure that the appropriate instructions are
given to enable such Ordinary Shares to be credited in
uncertificated form to the relevant account within the relevant
electronic system of the person(s) in whose name(s) the Ordinary
Shares in respect of which Subscription Rights have been exercised
were registered as at the Subscription Date.
If you hold your shares in certificated form , in order to
exercise, in whole or in part, the Subscription Rights, you must
lodge the following documents at the office of the Registrar,
Computershare Investor Services PLC, Corporate Actions, The
Pavilions, Bridgwater Road, Bristol BS99 6AH by 1.00pm on 28
November 2023:
-- a completed Application Form; and
-- payment, by way of cheque or banker's draft payable to "CIS
PLC re: Golden Prospect Precious Metals Ltd Subscription a/c for
the aggregate Subscription Price for the Ordinary Shares in respect
of which the Subscription Rights are being exercised
For Shareholders holding their Ordinary Shares in certificated
form, a personalised Application Form accompanies this document.
Once lodged, an Application Form shall be irrevocable save with the
consent of the Directors.
New Ordinary Shares to be issued pursuant to the exercise of
Subscription Rights which are conferred by any Ordinary Shares that
are on the Subscription Date held in certificated form will be
issued not later than 14 days after and with effect from the
Subscription Date and certificates in respect of such Ordinary
Shares will be despatched (at the risk of the person(s) entitled
thereto) not later than 28 days after the Subscription Date to the
person(s) in whose name(s) the Ordinary Share is registered at the
Subscription Date (and, if more than one, to the first-named, which
shall be sufficient despatch for all).
If a Shareholder does not complete one of the following actions
the unexercised Subscription Rights will lapse with no value and no
compensation will be payable to Shareholders.
i. submit a valid CREST instruction (if the Ordinary Shares are
held in uncertificated form) and the appropriate payment by 1.00 pm
on 28 November 2023; or
ii. return a valid completed Application Form (if the Ordinary
Shares are held in certificated form) and the appropriate payment
to the Registrar by 1.00 pm on 28 November 2023, if the
Subscription Trustee does not exercise the Subscription Rights in
full on Shareholders' behalf, the unexercised Subscription Rights
will lapse with no value and no compensation will be payable to
Shareholders.
The Company will apply to TISE for the new Ordinary Shares
issued pursuant to any exercise of Subscription Rights to be
admitted to a listing on TISE. It is expected that admission will
become effective and that dealings in normal settlement in respect
of the new Ordinary Shares will commence on or around 8 December
2023.
New Ordinary Shares issued pursuant to the exercise of
Subscription Rights will not rank for any dividends or other
distributions declared, paid or made on the Ordinary Shares by
reference to a record date prior to the Subscription Date but,
subject thereto, will rank in full for all dividends and other
distributions declared, paid or made on the Ordinary Shares and
otherwise will rank pari passu in all other respects with the
Ordinary Shares in issue at the Subscription Date.
No fraction of a new Ordinary Share will be issued on the
exercise of any Subscription Rights and no refund will be made to
an Ordinary Shareholder in respect of any part of the Subscription
Price paid by that Ordinary Shareholder which represents such a
fraction (if any).
You should note that it is not possible to nominate any other
person as the allottee of all or any of the Ordinary Shares to
which you are entitled.
Subscription Trustee
Within seven days following the Subscription Date, the Company
shall appoint a trustee who, provided that in such trustee's
opinion the net proceeds of sale after deduction of all costs and
expenses incurred by, and any fee payable to, such trustee will
exceed the costs of exercising the Subscription Rights, including
the Subscription Price, shall within the period of 14 days
following the Subscription Date, exercise all or some of the
Subscription Rights which shall not have been
exercised on the terms on which the same could have been
exercised on the Subscription Date and sell in the market the
Ordinary Shares resulting from such exercise. The Subscription
Trustee's obligations to exercise Subscription Rights shall be
limited to its opinion of the level of market demand to acquire
Ordinary Shares at a price that will generate Net Profit and the
Board's overall discretion that exercise of the Subscription Rights
will be in the best interests of the Company.
The Subscription Trustee shall distribute pro rata the Net
Profit to the persons entitled thereto at the risk of such persons
within 56 days of the Subscription Date, provided that entitlements
of under GBP5 shall be retained for the benefit of the Company. If
the Subscription Trustee shall not exercise the Subscription Rights
within the period of 14 days following the Subscription Date, the
Subscription Rights in respect of the Subscription Date shall
lapse.
Overseas Shareholders
Each Application Form or CREST instruction will be deemed to
contain a representation that, at the time of submission to the
Company, the holder of the Ordinary Shares concerned is not a US
Person or a person in Canada, Australia, Japan, or the Republic of
South Africa or, if he is such a person, his exercise of
Subscription Rights is permitted by, and will not infringe, the
securities laws of the relevant jurisdiction.
Should you have any queries about the right to subscribe
described in this letter, please call Computershare Investor
Services PLC on 0370 707 4040 (or +44 370 707 4040, if calling from
outside the United Kingdom). Please note, however, that
Computershare Investor Services PLC are unable to offer investment
advice as to whether you should exercise your right to
subscribe.
This letter is sent in accordance with the terms of the Articles
of Incorporation. It is not to be taken as a recommendation to
Shareholders to exercise their Subscription Rights or otherwise. In
this respect, if you are in any doubt about the action you should
take, you should immediately consult your stockbroker, bank
manager, solicitor, accountant or other independent financial
adviser who is (if you are taking advice inside the United Kingdom)
authorised under FSMA or, if you are taking advice in a territory
outside the United Kingdom, is an appropriately authorised
independent financial adviser.
Yours faithfully
Maitland Administration (Guernsey) Limited
Company Secretary
APPIX 1 DEFINITIONS
"Application Form" application form for use by Shareholders
who hold their Shares in certificated
form to exercise their Subscription Rights
Articles" or "Articles the articles of incorporation of the
of Incorporation Company (as amended from time to time)
"Board" or "Directors" the board of directors of the Company
(or any duly authorised committee thereof)
from time to time
"Business Day" a day on which banks are open for business
in London and Guernsey (other than a
Saturday, Sunday or public holiday)
"certificated form" not in uncertificated form
"Company" or "GPPM" Golden Prospect Precious Metals Limited
"CREST" a paperless settlement procedure in the
UK enabling securities to be evidenced
otherwise than by a certificate and transferred
otherwise than by written instrument
or stock transfer form and in respect
of which Euroclear is the operator
"Euroclear" Euroclear UK & International Limited,
a company incorporated in England and
Wales with registered number 02878738
"FSMA" Financial Services and Markets Act 2000,
as amended
"Latest Practicable 26 October 2023, being the latest practicable
Date" date prior to the publication of this
document
"London Stock Exchange" London Stock Exchange plc, a company
incorporated in England and Wales with
registered number 2075721
"NAV" or "Net Asset the value of the assets of the Company
Value" less its liabilities, determined in accordance
with the accounting principles and the
Articles or, as the context requires,
the Net Asset Value per Ordinary Share
calculated in accordance with the Company's
accounting principles and the Articles
"Net Profit" the profit realised where the net proceeds
of sale of new Ordinary Shares, after
deduction of all costs and expenses incurred
by, and any fee payable to, the Subscription
Trustee exceeds the costs of exercising
the Subscription Rights, including the
Subscription Price
"Ordinary Shares" ordinary shares of no par value each
in the capital of the Company having
the rights attached to them as provided
for in the Articles
"Registrar" Computershare Investor Services PLC
"Securities Act" the US Securities Act of 1933, as amended,
and the rules and regulations of the
Securities and Exchange Commission promulgated
thereunder
"Shareholders" holders of Ordinary Shares
"Subscription Date" 28 November 2023
"Subscription Price" the price at which the Subscription Rights
may be exercised on the Subscription
Date in accordance with the rights attaching
to the Ordinary Shares, being 38.31p
"Subscription Right" the right conferred by each Ordinary
Share to subscribe for further Ordinary
Shares as contained in the Articles
"Subscription Trustee" the trustee to be appointed by the Company
as described in paragraph 3 of this information
notice
"TISE" the investment exchange known as The
International Stock Exchange
"uncertificated form" recorded in the Company's register of
members as being held in uncertificated
form in CREST and title to which may
be transferred by means of CREST
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District of
Columbia
"US Person" any 'US Person' as such term is defined
in Regulation S under the Securities
Act or in regulations adopted under the
US Commodity Exchange Act of 1922, as
amended
In this document, unless otherwise specified, all references to
sterling, pounds or GBP are to United Kingdom pounds sterling.
THIS APPLICATION FORM, WHICH IS PERSONAL TO THE PERSON TO WHOM
IT IS ADDRESSED AND MAY NOT BE ASSIGNED OR TRANSFERRED OR SPLIT
(EXCEPT TO SATISFY BONA FIDEMARKET CLAIMS PURSUANT TO THE RULES OF
THE LONDON STOCK EXCHANGE), IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION. IT IS NOT A NEGOTIABLE DOCUMENT AND CANNOT
BE TRADED. If you are in any doubt about the action you should
take, you are recommended to seek your own personal financial
advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser, authorised under
the Financial Services and Markets Act 2000 ("FSMA") if you are
resident in the United Kingdom or, if you are not resident in the
United Kingdom, from another appropriate authorised independent
adviser. Information on Golden Prospect Precious Metals Limited
(the "Company") and details of the Subscription Rights are set out
in the accompanying information notice (the "Information Notice")
which should be read carefully before any action is taken. Unless
the context otherwise requires, expressions defined in the
Information Notice bear the same meanings in this Application
Form.
Golden Prospect Precious Metals Limited
(Incorporated in Guernsey with limited liability under the
Companies (Guernsey) Law 2008 with registered number 45676) +
APPLICATION FORM +
Annual Subscription Right
Application to be received not later than 1.00 p.m. on 28
November 2023
This Application Form is not a negotiable document or a document
of title and cannot be traded. This Application Form must be used
if you are a Shareholder who holds your Ordinary Shares in
certificated form and wish to apply for new Ordinary Shares under
the Subscription Right. Applications will be made to the
International Stock Exchange for the new Ordinary Shares issued
pursuant to the exercise of Subscription Rights to be admitted to
listing on the International Stock Exchange. It is expected that
Admission will become effective and that dealings in the new
Ordinary Shares will commence at 8.00 a.m. on 8 December 2023.
Neither the new Ordinary Shares nor the Subscription Rights nor
the Subscription Right Entitlements nor the Application Forms have
been, or will be, registered under the United States Securities Act
of 1933, as amended, or under the securities legislation of any
state of the United States. The relevant clearances have not been,
and will not be, obtained from the Securities Commission of any
province or territory of Canada. No document in relation to the new
Ordinary Shares or the Subscription Right has been, or will be,
lodged with, or registered by, the Australian Securities and
Investments Commission, and no registration statement has been, or
will be, filed with the Japanese Ministry of Finance in relation to
the Ordinary Shares, the Application Forms, the Subscription Rights
or the Subscription Right Entitlements. Accordingly, subject to
certain exceptions, the new Ordinary Shares and the Subscription
Right Entitlements may not, directly or indirectly, be offered,
sold, renounced, re-sold, taken up or delivered in or into the
United States, Canada, Australia or Japan or offered to, sold to,
renounced, taken up or delivered in favour of, or to, a person
within the United States or a resident of Canada, Australia or
Japan. The attention of Overseas Shareholders is drawn to the
restrictions on application set out in paragraph 4 headed "Overseas
Shareholders" as set out in the Information Notice.
The terms and conditions of the Subscription Right as set out in
the Articles of Association also apply to this Application Form.
Copies of the Articles of Association are available for inspection
at the offices of Maitland Administration (Guernsey) Limited, 1
Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL during
normal business hours on any weekday (Saturdays, Sundays and bank
holidays excluded) from the date of this Application Form up to and
including 29 November 2023, being the Business Day following the
closing of applications for exercise of the Subscription Right.
ACTION TO BE TAKEN: If you wish to apply for new Ordinary Shares
, you must complete Boxes D and E on this page, sign and date this
Application Form on page 3, and return this Application Form in the
enclosed reply paid envelope together with a cheque or banker's
draft made payable to "CIS PLC re Golden Prospect Precious Metals
Ltd A/C" and crossed "A/C Payee Only" for the sum inserted in Box E
either by post to Computershare Investor Services PLC, Corporate
Actions, The Pavilions, Bridgwater Road, Bristol BS99 6AH so as to
arrive no later than 1.00 p.m. on 28 November 2023. If you do not
wish to apply for any new Ordinary Shares you should take no
further action. Complete instructions for the completion of this
Application Form are set out on page 2 of this Application
Form.
Queries relating to completion of this Application Form should
be referred to Computershare Investor Services PLC, Corporate
Actions, The Pavilions, Bridgwater Road, Bristol BS99 6AH,
telephone 0370 707 4040 (or +44 370 707 4040, if calling from
outside the UK). Computershare Investor Services PLC cannot give
financial advice in relation to the Subscription Right.
+ +
WKF1939
INSTRUCTIONS FOR AND NOTES ON COMPLETION OF THIS FORM
This Application Form should be completed and posted in the
accompanying reply paid envelope (for use only in the UK) to
Computershare Investor PLC, Corporate Actions The Pavilions,
Bridgwater Road, Bristol BS99 6AH together with a cheque or
banker's draft for the full amount payable in respect of the number
of new Ordinary Shares applied for, so as to arrive not later than
1.00p.m. on 28 November 2023. If you post your Application Form
within the United Kingdom by first class post, you are recommended
to allow at least four business days for delivery.
1. Application may be made for any whole number of new Ordinary
Shares up to the amount set out in Box B on page 1 (or, if
different, such whole number of new Ordinary Shares as is
equivalent to one new Ordinary Share for every five Ordinary Shares
held as at 30 November 2023).
2. Cheques and banker's drafts should be made payable to CIS PLC
re Golden Prospect Precious Metals Ltd A/C " and crossed "A/C Payee
Only". Cheques and banker's drafts must be drawn in sterling on a
branch of a bank or building society in the United Kingdom which is
either a settlement member of the Cheque and Credit Clearing
Company Limited or the CHAPS Clearing Company Limited or which has
arranged for its cheques and banker's drafts to be cleared through
the facilities provided for members by any of those companies and
must bear the appropriate sorting code in the top right hand
corner, and must be for the full amount payable on application. No
receipt will be given in respect of this Application Form. If
cheques or banker's drafts are presented before the conditions of
the Subscription Right are fulfilled, application monies will be
kept in a separate bank account pending the Subscription Right
becoming unconditional. Any interest earned on monies in such
account will be retained by and for the benefit of the Company.
3. An individual must sign the Application Form. A company must
execute this Application Form under its common seal, the seal being
affixed and witnessed in accordance with its articles of
association or other regulations. Alternatively, a company to which
section 44 of the Companies Act 2006 applies may execute this
Application Form by: (i) a director and the company secretary; or
(ii) by two directors of the company; or (iii) by a director of the
company in the presence of a witness who attests the signature, in
each case signing the Application Form and inserting the name of
the company above their signatures. In the case of joint holders,
all must sign.
4. If this Application Form is signed under a power of attorney,
such power of attorney or a duly certified copy thereof must
accompany this Application Form.
5. All documents, including this Application Form, or
remittances sent by or to an applicant, or as he or she or it may
direct, will be sent through the post at his or her own risk.
6. This Application Form may not be assigned, transferred, split
or consolidated, except to satisfy bona fide market claims.
7. Overseas Shareholders should refer to paragraph 4 of the
Information Notice. No person receiving a copy of the Information
Notice and/or this Application Form in any territory other than the
United Kingdom where to do so would or might contravene local
securities laws and regulations may treat the same as constituting
an invitation to him/her/it, nor should he/she/it in any event use
this Application Form, unless in the relevant territory such
invitation or offer can be lawfully made to him/ her/it and this
Application Form can be lawfully used without contravention of any
registration or other legal or regulatory requirements other than
any which may have been fulfilled. Any person outside the United
Kingdom wishing to apply for new Ordinary Shares must satisfy
himself/herself/itself as to full observance of the laws and
regulatory requirements of the relevant territory in connection
therewith, including obtaining any governmental or other consents
which may be required and compliance with any other formalities
needing to be obtained in such territory and the payment of any
issue, transfer or other taxes due in any such territory.
Submission of this Application Form will constitute a warranty that
all these conditions have been complied with.
8. It is strongly recommended that the accompanying Information
Notice should be read before any action is taken.
9. All applications in respect of the Subscription Right, all
acceptances thereof and all contracts resulting from such
acceptances shall be governed by and construed in accordance with
Guernsey Law.
10. Submission of this Application Form will constitute a
warranty that these conditions and the conditions in the Articles
of Association have been complied with. It is expected that
definitive certificates in respect of the new Ordinary Shares
issued under the Subscription Rights to be held in certificated
form will be dispatched not later than 28 days after the
Subscription Date to the registered address of the sole or first
named Shareholder shown in Box 1. Until certificates are
dispatched, transfers of new Ordinary Shares in certificated form
will be certified against the register of members of the Company at
the risk of the transferor.
To: the Directors of the Company
APPLICATION LETTER
1. I/We being the registered holder(s) at the close of business
on 29 November 2023 of Ordinary Shares hereby apply irrevocably for
the number of new Ordinary Shares inserted in Box D on page 1
(subject to the further provisions set out in paragraph 3 below)
and agree to accept the same on the terms and subject to the
conditions set out herein and in the Information Notice and subject
to the Articles of Association.
2. I/We enclose a cheque or banker's draft drawn in sterling on
a bank or building society in the UK, payable to "CIS PLC re: Golen
Prospect Precious Metals Ltd A/C" and crossed "A/C Payee Only" for
the amount inserted in Box E on page 1, being the amount payable in
full on application for such new Ordinary Shares or, if Box E is
left blank or the amount inserted in Box E is inconsistent with the
remittance, for the sum payable in full on application for such
Ordinary Shares at 38.31 pence per new Ordinary Share as are
applied for, or deemed to be applied for in accordance with the
provisions of this Application Form.
3. In consideration of your agreeing to accept this application
for the number of new Ordinary Shares applied for, or deemed to be
applied for, in accordance with the provisions of this Application
Form, upon and subject to the terms and conditions set out herein
and in the Information Notice, I/we undertake that this application
shall be irrevocable and I/we acknowledge that you reserve the
right to treat any application not complying strictly with the
terms and conditions of application as nevertheless valid and, in
the case of my/our failure to complete Box D (or if the number
inserted in Box D is inconsistent with the remittance which
accompanies this Application Form), I/we agree that I/ we shall be
deemed to have applied for the lesser of (i) the number of new
Ordinary Shares set out in Box D and (ii) such number of Ordinary
Shares at
38.31 pence per new Ordinary Share as is covered by the
remittance which accompanies this Application Form.
4. I/We request and authorise the Company, in respect of the
Subscription Right for which this application is accepted, to send
definitive share certificates representing the new Ordinary Shares
by post at my/our risk to me/us to the address printed on page 1.
I/we require the Company to take all steps to procure that my/our
name(s) is/are placed on the register of members maintained by the
Company. Pending despatch of definitive share certificates,
transfers will be certified against the register of members of the
Company.
5. I/We authorise Golden Prospect Precious Metals Limited to
present the enclosed cheque or banker's draft on receipt and to
withhold issuing definitive share certificates (or the crediting of
the relevant CREST Stock Account, as applicable) pending clearance
thereof. In the event that any of the conditions of the
Subscription Right set out in Information Notice and the Articles
of Association are not fulfilled or waived by 8.00 a.m. on 8
December 2023, or such other later date as may be agreed by Golden
Prospect Precious Metals Limited being not later than 8.00 a.m. on
29 December 2023, I/we authorise you or your agent to return such
application monies, without interest, to me/us by post at my/our
risk either to the address printed on page 1, in respect of the
Subscription Right for which this application is accepted, as soon
as practicable thereafter.
6. I/We acknowledge that due completion of the Application Form
accompanied by a cheque or banker's draft constitutes a warranty
that the cheque or banker's draft will be honoured on first
presentation and that such warranty shall constitute a fundamental
term of application and, without prejudice to the Company's right
to require payment, that this application may be deemed invalid if
such cheque or banker's draft is not so honoured. I/We acknowledge
that you reserve the right to instruct Computershare Investor
Services PLC to seek special clearance of cheques or banker's
drafts to allow the Company to obtain value for remittances at the
earliest opportunity.
7. By lodging this Application Form, I/we undertake to provide
such information to Computershare Investor Services PLC, as may be
required in order to comply with anti- money laundering
legislation. Failure to provide the necessary evidence of identity
within a reasonable period of time following a request for
verification of identity may result in an application being treated
as invalid. In such event, the monies payable on application will
be returned without interest, to the account at the drawee bank
from which such monies were originally debited (but without
prejudice to any rights the Company may have to take proceedings to
recover any loss or damage suffered or incurred by it as a result
of the failure to produce satisfactory evidence as aforesaid).
Computershare Investor Services PLC is entitled, in its absolute
discretion, to determine whether the verification of identity
requirements, applies to an applicant and whether such requirements
have been satisfied.
8. I/We represent and warrant that either (i) I am/we are not
(a) US person(s) and am/are not applying on behalf or with a view
to the re-offer, re-sale or delivery of the new Ordinary Shares
directly or indirectly in, into or from the United States or to a
US person or (ii) I am/we are (a) US person(s) pursuant to an
express agreement with the Company, after having satisfied or after
such US person(s) has/have satisfied the Company that a relevant
exemption from the registration requirements of the Securities Act
applies to me/us or such US person(s).
9. I/We represent and warrant that I/we am/are not:
(i) (a) citizen(s) or (a) resident(s) of, or has/have a
registered or mailing address in the United States (except as
permitted under Rule 903 of Regulation S), Canada, Australia, Japan
that I/we do not hold and has/have not acquired the new Ordinary
Shares comprised in Box A for the account or benefit of a US
person, a Canadian person, an Australian person or a Japanese
person or with a view to the offer, sale, transfer or delivery,
directly or indirectly, of any of the new Ordinary Shares (or any
rights in respect of such ) incurring in, into the United States,
Canada, Australia or Japan to such a person; nor
(ii) (a) person(s) otherwise prevented by legal or regulatory
restrictions from applying for new Ordinary Shares under the
Subscription Right; nor
(iii) acting on behalf of any such person(s) as are described in
paragraphs 9(i) and 9(ii) above on a non-discretionary basis;
nor
(iv) applying as a person (or as nominee or agent for such a
person) who is or may be liable to notify and account for tax under
the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
rates referred to in sections 67, 70, 93 or 96 (depositary receipts
and clearance services) of the Finance Act 1986; nor
(v) in making this application, relying on any information or
representation relating to the Company other than such as may be
contained in the Information Notice or is otherwise publicly
available and I/we agree that no person responsible solely or
jointly for the Information Notice or any part of it or involved in
the preparation thereof shall have any liability for any
representation contained in the Information Notice; nor
(vi) inside the United States (except as permitted under Rule
903 of Regulation S) or any jurisdiction where to receive the
Application Form would or might contravene local securities laws or
regulations at the time of despatching or executing the Application
Form.
10. I/We acknowledge that the Company reserves the right to
reject Application Forms received from Shareholders in any
prohibited territory or persons it believes are acquiring new
Ordinary Shares for resale in any such territory.
11. I/We agree that all applications, acceptances of
applications and controls resulting therefrom under the
Subscription Right shall be governed by, and construed in
accordance with, Guernsey law.
Note: If you cannot give the representations and warranties set
out above you should not make this application without first having
satisfied the Company (i) that an Application Form may be accepted
without the giving of the representations and warranties and (ii)
that the exercise of the Subscription Right in the relevant
territory could lawfully be undertaken by the relevant Shareholder
and such Application Form could lawfully be used without compliance
with any registration or other legal or regulatory requirements
other than any which may have been fulfilled. Without prejudice to
the foregoing, the Company reserves the right at its absolute
discretion to reject any Application Form from any Shareholder
unable to give the representations and warranties, albeit without
giving any reason therefor.
Dated
........................................................................................................................................................................................................................................................................
PLEASE SIGN HERE ONLY IF YOU ARE THE PERSON(S) NAMED ON PAGE
1
ALL JOINT
HOLDER(S) MUST SIGN
First or Sole Holder
Usual Signature
.............................................................................................................................................................................................
Joint holder(s) (if any)
(2) Usual Signature
........................................................................................................................................................................................
(3) Usual Signature
........................................................................................................................................................................................
(4) Usual Signature
........................................................................................................................................................................................
Execution by a Company: The common seal was affixed/executed as
a deed on behalf of the Company named above in the presence of:
Signature Name of Director
Signature Name of
*Director/Secretary/Witness
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END
MSCBABFTMTBBBBJ
(END) Dow Jones Newswires
November 15, 2023 11:14 ET (16:14 GMT)
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