TIDMSO4
RNS Number : 3420V
Salt Lake Potash Limited
06 August 2020
6 August 2020 AIM/ASX Code: SO4
SALT LAKE POTASH LIMITED
-------------------------
Not for release to US wire services or distribution in the
United States
ENTITLEMENT OFFER - AMMENT TO TIMETABLE FOR DI HOLDERS
Salt Lake Potash Limited (SO4 or the Company) announced on 5
August 2020 that it is undertaking a fully underwritten equity
placement (Placement) and accelerated non-renounceable entitlement
offer (ANREO) for A$98.5m at A$0.50/share (Equity Raising).
Under the Entitlement Offer, eligible shareholders and
Depositary Interest (DI) Holders are invited to apply for 1 New
Share for every 3.2 shares held as at the Record Date.
Further to the announcement on 5 August 2020, the Company
advises that the indicative timetable for the Entitlement Offer has
been amended as it relates to DI Holders as follows, with relevant
changes highlighted:
Table 1: Amended Indicative Timetable
Event Date
Announcement of Equity Raising Wednesday, 5 August 2020
Placement and Institutional Entitlement Offer opens
Trading halt on ASX
Institutional Entitlement Offer and Placment closes (Southern Wednesday, 5 August 2020
Hemisphere Investors) (3pm)
Institutional Entitlement Offer and Placement closes (Northern Thursday, 6 August 2020
Hemisphere Investors) (6am)
Record Date for Depository Interest (DI) Holders Close of business on Monday, 10 August 2020
Results of Institutional Entitlement Offer and Placement announced Tuesday, 11 August 2020
ASX Trading halt lifted and trading resumes on an 'ex' entitlement
basis for Shareholders
Record Date for Entitlement Offer for Shareholders Tuesday, 11 August 2020
Ex-Entitlement Date of Offer for DI Holders Tuesday, 11 August 2020
Open Offer Entitlements and Excess Entitlements credited to stock Friday, 14 August 2020
accounts of Qualifying DI
Holders in CREST
Crediting of CREST accounts for institutional offer and placement Friday, 14 August 2020
depositary interests
Retail Entitlement Offer opens and despatch and announcement of Retail Friday, 14 August 2020
Offer Booklet
Settlement date for New Shares under the Institutional Entitlement Friday, 14 August 2020
Offer and Placement
Admission to trading on AIM and ASX of New Shares issued under the Monday, 17 August 2020
Institutional Entitlement
Offer and Placement
Latest time for settlement of relevant CREST instructions for Retail 11.00 am (BST) on Monday, 24 August 2020
Entitlement Offer
Settlement and issue of New Shares under the Retail Entitlement Offer Tuesday, 1 September 2020
Admission to trading on AIM and ASX of New Shares issued under the Wednesday, 2 September 2020
Retail Entitlement Offer
The above timetable is indicative only and subject to change
without notice. All references to time are to Australian Western
Standard Time (AWST) unless otherwise indicated. The commencement
of quotation of New Shares is subject to confirmation from ASX.
Subject to the requirements of the Underwriting Agreement, the
Corporations Act, the ASX Listing Rules and any other applicable
laws, the Company reserves the right to amend this timetable at any
time without notice.
For further information please visit
https://www.so4.com.au/asx-announcements/ or contact:
Tony Swiericzuk / Richard Knights Salt Lake Potash Limited Tel: +61 8 6559 5800
Colin Aaronson / Seamus Fricker Grant Thornton UK LLP (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Derrick Lee / Peter Lynch Cenkos Securities plc (Joint Broker) Tel: +44 (0) 131 220 6939
Rupert Fane / Ernest Bell Hannam & Partners (Joint Broker) Tel: +44 (0) 20 7907 8500
This announcement has been authorised for release by the Company
Secretary.
Forward-Looking Statements
This announcement includes forward-looking statements. These
forward-looking statements are based on the Company's expectations
and beliefs concerning future events. Forward-looking statements
are necessarily subject to risks, uncertainties and other factors,
many of which are outside the control of the Company, which could
cause actual results to differ materially from such statements. The
Company makes no undertaking to subsequently update or revise the
forward-looking statements made in this announcement, to reflect
the circumstances or events after the date of this
announcement.
Not for release to US wire services or distribution in the
United States
This announcement has been prepared for publication in Australia
and may not be released to US wire services or distributed in the
United States. This announcement does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the
United States or any other jurisdiction. Any securities described
in this announcement have not been, and will not be, registered
under the US Securities Act of 1933 and may not be offered or sold
in the United States except in transactions exempt from, or not
subject to, the registration requirements of the US Securities Act
and applicable US state securities laws.
ANNEXURE A: INTERNATIONAL OFFER RESTRICTIONS FOR INSTITUTIONAL
OFFER
This document does not constitute an offer of new ordinary
shares ("New Shares") of the Company in any jurisdiction in which
it would be unlawful. In particular, this document may not be
distributed to any person, and the New Shares may not be offered or
sold, in any country outside Australia except to the extent
permitted below.
This announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Japan, South Africa or any other jurisdiction in which it
would be unlawful to do so.
This announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire any New Shares or
such other securities of the Company in any jurisdiction in which
any such offer or solicitation would be unlawful.
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU) 596/2014. In
addition, market soundings were taken in respect of the matters
contained in this announcement, with the result that certain
persons became aware of such inside information. Upon the
publication of this announcement, this inside information is now
considered to be in the public domain and such persons shall
therefore cease to be in possession of inside information.
Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of New Shares only in the
Provinces of British Columbia, Ontario and Quebec (the
"Provinces"), only to persons to whom New Shares may be lawfully
distributed in the Provinces, and only by persons permitted to sell
such securities. This document is not, and under no circumstances
is to be construed as, an advertisement or a public offering of
securities in the Provinces. This document may only be distributed
in the Provinces to persons that are "accredited investors" within
the meaning of NI 45-106 - Prospectus Exemptions, of the Canadian
Securities Administrators.
No securities commission or similar authority in the Provinces
has reviewed or in any way passed upon this document, the merits of
the New Shares or the offering of New Shares and any representation
to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with
respect to the offering of New Shares or the resale of such
securities. Any person in the Provinces lawfully participating in
the offer will not receive the information, legal rights or
protections that would be afforded had a prospectus been filed and
receipted by the securities regulator in the applicable Province.
Furthermore, any resale of the New Shares in the Provinces must be
made in accordance with applicable Canadian securities laws which
may require resales to be made in accordance with exemptions from
dealer registration and prospectus requirements. These resale
restrictions may in some circumstances apply to resales of the New
Shares outside Canada and, as a result, Canadian purchasers should
seek legal advice prior to any resale of the New Shares.
The Company as well as its directors and officers may be located
outside Canada and, as a result, it may not be possible for
purchasers to effect service of process within Canada upon the
Company or its directors or officers. All or a substantial portion
of the assets of the Company and such persons may be located
outside Canada and, as a result, it may not be possible to satisfy
a judgment against the Company or such persons in Canada or to
enforce a judgment obtained in Canadian courts against the Company
or such persons outside Canada.
Any financial information contained in this document has been
prepared in accordance with Australian Accounting Standards and
also comply with International Financial Reporting Standards and
interpretations issued by the International Accounting Standards
Board. Unless stated otherwise, all dollar amounts contained in
this document are in Australian dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide
purchasers with, in addition to any other rights they may have at
law, rights of rescission or to damages, or both, when an offering
memorandum that is delivered to purchasers contains a
misrepresentation. These rights and remedies must be exercised
within prescribed time limits and are subject to the defenses
contained in applicable securities legislation. Prospective
purchasers should refer to the applicable provisions of the
securities legislation of their respective Province for the
particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission
or to damages, or both, available to purchasers in Ontario. In
Ontario, every purchaser of the New Shares purchased pursuant to
this document (other than (a) a "Canadian financial institution" or
a "Schedule III bank" (each as defined in NI 45-106), (b) the
Business Development Bank of Canada or (c) a subsidiary of any
person referred to in (a) or (b) above, if the person owns all the
voting securities of the subsidiary, except the voting securities
required by law to be owned by the directors of that subsidiary)
shall have a statutory right of action for damages and/or
rescission against the Company if this document or any amendment
thereto contains a misrepresentation. If a purchaser elects to
exercise the right of action for rescission, the purchaser will
have no right of action for damages against the Company. This right
of action for rescission or damages is in addition to and without
derogation from any other right the purchaser may have at law. In
particular, Section 130.1 of the Securities Act (Ontario) provides
that, if this document contains a misrepresentation, a purchaser
who purchases the New Shares during the period of distribution
shall be deemed to have relied on the misrepresentation if it was a
misrepresentation at the time of purchase and has a right of action
for damages or, alternatively, may elect to exercise a right of
rescission against the Company, provided that (a) the Company will
not be liable if it proves that the purchaser purchased the New
Shares with knowledge of the misrepresentation; (b) in an action
for damages, the Company is not liable for all or any portion of
the damages that the Company proves does not represent the
depreciation in value of the New Shares as a result of the
misrepresentation relied upon; and (c) in no case shall the amount
recoverable exceed the price at which the New Shares were
offered.
Section 138 of the Securities Act (Ontario) provides that no
action shall be commenced to enforce these rights more than (a) in
the case of any action for rescission, 180 days after the date of
the transaction that gave rise to the cause of action or (b) in the
case of any action, other than an action for rescission, the
earlier of (i) 180 days after the purchaser first had knowledge of
the fact giving rise to the cause of action or (ii) three years
after the date of the transaction that gave rise to the cause of
action. These rights are in addition to and not in derogation from
any other right the purchaser may have.
Certain Canadian income tax considerations . Prospective
purchasers of the New Shares should consult their own tax adviser
with respect to any taxes payable in connection with the
acquisition, holding or disposition of the New Shares as any
discussion of taxation related matters in this document is not a
comprehensive description and there are a number of substantive
Canadian tax compliance requirements for investors in the
Provinces.
Language of documents in Canada . Upon receipt of this document,
each investor in Canada hereby confirms that it has expressly
requested that all documents evidencing or relating in any way to
the sale of the New Shares (including for greater certainty any
purchase confirmation or any notice) be drawn up in the English
language only. Par la réception de ce document, chaque investisseur
canadien confirme par les présentes qu'il a expressément exigé que
tous les documents faisant foi ou se rapportant de quelque manière
que ce soit à la vente des valeurs mobilières décrites aux
présentes (incluant, pour plus de certitude, toute confirmation
d'achat ou tout avis) soient rédigés en anglais seulement.
European Union
This document has not been, and will not be, registered with or
approved by any securities regulator in the European Union.
Accordingly, this document may not be made available, nor may the
New Shares be offered for sale, in the European Union except in
circumstances that do not require a prospectus under Article 1(4)
of Regulation (EU) 2017/1129 of the European Parliament and the
Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation,
an offer of New Shares in the European Union is limited to persons
who are "qualified investors" (as defined in Article 2(e) of the
Prospectus Regulation).
Hong Kong
WARNING: This document has not been, and will not be, registered
as a prospectus under the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been
authorised by the Securities and Futures Commission in Hong Kong
pursuant to the Securities and Futures Ordinance (Cap. 571) of the
Laws of Hong Kong (the "SFO"). No action has been taken in Hong
Kong to authorise or register this document or to permit the
distribution of this document or any documents issued in connection
with it. Accordingly, the New Shares have not been and will not be
offered or sold in Hong Kong other than to "professional investors"
(as defined in the SFO and any rules made under that
ordinance).
No advertisement, invitation or document relating to the New
Shares has been or will be issued, or has been or will be in the
possession of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to New Shares that are or are intended to be
disposed of only to persons outside Hong Kong or only to
professional investors. No person allotted New Shares may sell, or
offer to sell, such securities in circumstances that amount to an
offer to the public in Hong Kong within six months following the
date of issue of such securities.
The contents of this document have not been reviewed by any Hong
Kong regulatory authority. You are advised to exercise caution in
relation to the offer. If you are in doubt about any contents of
this document, you should obtain independent professional
advice.
Guernsey
The New Shares may only be offered or sold in or from within the
Bailiwick of Guernsey either (i) by persons licensed to do so under
the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as
amended) (the "POI Law") or (ii) to persons licensed under the POI
Law, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the
Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the
Regulation of Fiduciaries, Administration Businesses and Company
Directors, etc., (Bailiwick of Guernsey) Law, 2000.
Liechtenstein
This document has not been, and will not be, registered with or
approved by the Financial Market Authority of Liechtenstein.
Accordingly, this document may not be made available, nor may the
New Shares be offered for sale, in Liechtenstein except in
circumstances that do not require a prospectus under the Securities
Prospectus Implementation Act of Liechtenstein.
In accordance with such Act, an offer of New Shares in
Liechtenstein is limited to persons who are "qualified investors"
are a "qualified investor" (as defined in Article 2(e) of the
Regulation (EU) 2017/1129 of the European Parliament and the
Council of the European Union).
New Zealand
This document has not been registered, filed with or approved by
any New Zealand regulatory authority under the Financial Markets
Conduct Act 2013 (the "FMC Act").
The New Shares are not being offered 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 these
securities is being made in reliance on the Financial Markets
Conduct (Incidental Offers) Exemption Notice 2016.
Other than in the entitlement offer, the New Shares may only be
offered or sold in New Zealand (or allotted with a view to being
offered for sale in New Zealand) to a person who:
-- is an investment business within the meaning of clause 37 of
Schedule 1 of the FMC Act;
-- meets the investment activity criteria specified in clause 38
of Schedule 1 of the FMC Act;
-- is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
-- is a government agency within the meaning of clause 40 of
Schedule 1 of the FMC Act; or
-- is an eligible investor within the meaning of clause 41 of
Schedule 1 of the FMC Act.
Singapore
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
(i) an existing holder of the Company's shares, (ii) an
"institutional investor" (as defined in the SFA) or (iii) an
"accredited investor" (as defined in the SFA). In the event that
you are not an investor falling within any of the categories set
out above, 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.
Switzerland
The New Shares may not be publicly offered in Switzerland and
will not be listed on the SIX Swiss Exchange or on any other stock
exchange or regulated trading facility in Switzerland. Neither this
document nor any other offering or marketing material relating to
the New Shares constitutes a prospectus or a similar notice, as
such terms are understood under art. 35 of the Swiss Financial
Services Act or the listing rules of any stock exchange or
regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing
material relating to the New Shares may be publicly distributed or
otherwise made publicly available in Switzerland. The New Shares
will only be offered to investors who qualify as "professional
clients" (as defined in the Swiss Financial Services Act). This
document is personal to the recipient and not for general
circulation in Switzerland.
No offering or marketing material relating to the New Shares has
been, nor will be, filed with or approved by any Swiss regulatory
authority or authorised review body. In particular, this document
will not be filed with, and the offer of New Shares will not be
supervised by, the Swiss Financial Market Supervisory Authority
(FINMA).
1.1 United Kingdom
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (as defined
below)) to be published.
Members of the public are not eligible to take part in the
Equity Raising.
The Placing in the United Kingdom shall only be directed at
persons who are (1) Qualified Investors as defined in Article 2(e)
of Regulation (EU) 2017/1129 (together with any relevant
implementing measure in the United Kingdom, the "Prospectus
Regulation") and (2) who (a) fall within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") (Investment Professionals) or (b)
fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order (all such persons
together being referred to as "Relevant Persons"). This
announcement and the information in it must not be acted on or
relied on by persons who are not Relevant Persons.
Any New Shares issued pursuant to the Retail Entitlement Offer
will be offered in the United Kingdom in reliance on exemptions to
the Financial Services and Markets Act 2000 (United Kingdom)
("FSMA") and the Order. The Retail Entitlement Offer is only being
made in the United Kingdom to persons who are of a kind described
in Article 43(2) (members and creditors of certain bodies
corporate) of the Order. Any investment to which this document
relates is available to only those persons described above and
persons who do not fall into that category should not rely on this
document nor take any action in relation to it.
If you are in any doubt about the contents of this document you
should consult your stockbroker, bank manager, solicitor,
accountant or other independent professional adviser duly
authorised under FSMA. The whole of the text of this document
should be read.
United States
This document does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
The New Shares have not been, and will not be, registered under the
US Securities Act of 1933 or the securities laws of any state or
other jurisdiction of the United States. Accordingly, the New
Shares may not be offered or sold in the United States except in
transactions exempt from, or not subject to, the registration
requirements of the US Securities Act and applicable US state
securities laws.
The New Shares will only be offered and sold in the United
States to:
-- institutional accredited investors (as defined in Rule
501(a)(1), (2), (3) and (7) under the US Securities Act); and
-- dealers or other professional fiduciaries organized or
incorporated in the United States that are acting for a
discretionary or similar account (other than an estate or trust)
held for the benefit or account of persons that are not US persons
and for which they exercise investment discretion, within the
meaning of Rule 902(k)(2)(i) of Regulation S under the US
Securities Act.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCPFMATMTIMMLM
(END) Dow Jones Newswires
August 06, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Salt Lake Potash (LSE:SO4)
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