TIDMSO4
RNS Number : 1544J
Salt Lake Potash Limited
18 December 2020
18 December 2020 AIM/ASX Code: SO4
SALT LAKE POTASH LIMITED
-------------------------
Completion of Placement
Share Purchase Plan Update
Further issue of Securities
Resignation of CFO
Salt Lake Potash Limited (SO4 or the Company) is pleased to
advise that the first tranche of its share placement to
institutional shareholders and investors, as announced on 11
December 2020, has completed and the Share Purchase Plan that was
also announced, opens today.
Accordingly, the Company has today issued 125 million fully paid
ordinary shares of no par value ("Ordinary Shares") at A$0.40 per
new share to raise A$50 million before costs. Dealings on AIM of
the 125,000,000 placement shares commenced at 8:00am today The
completed equity raising enables the first drawdown of US$105
million under the Taurus/CEFC US$138 million Syndicated Facility
Agreement in December 2020.
The placement is part of a A$57 million equity financing,
including a Share Purchase Plan ("SPP") offered to eligible
shareholders capped at A$5 million at A$0.40 ( GBP 0.226) per new
share. The SPP Offer Document is detailed below and available for
download at www.so4.com.au.
In addition, SO4 Directors have committed to subscribe for up to
5.0 million placement shares, including 3.0 million shares by
Chairman, Mr Ian Middlemas and 0.5 million shares by Managing
Director and CEO, Mr Tony Swiericzuk, subject to shareholder
approval. If approved by shareholders, this would raise an
additional A$2 million. A notice of general meting will be sent to
shareholders shortly.
Share Purchase Plan
The SPP will enable existing eligible shareholders and
depositary interest holders, irrespective of the size of their
holding, to participate in the capital raising at the same issue
price as the Placement, and not incur any brokerage or transaction
costs.
Eligible shareholders, being those holders of shares or
depositary interests with an registered address in Australia, New
Zealand or the United Kingdom as at 1.00pm (AEDT) on 10 December
2020 or 6pm (GMT) on 10 December 2020 for depositary interest
holders, have the opportunity to apply for up to A$30,000
(approximately GBP 16,950) worth of new Ordinary Shares in the
Company at a price of A$0.40 per share.
Eligible depositary interest holders will receive a letter and
application form with further details on how to apply for new
shares in the Company.
The indicative key dates for the Placement and the SPP are
outlined below.
Event Shareholders Depositary interest
holders
Record Date 10 December 2020 (1pm 10 December 2020 (6pm
AEDT) GMT)
---------------------- ----------------------
Announcement of SPP 11 December 2020 11 December 2020
---------------------- ----------------------
Offer Document and Application 18 December 2020 18 December 2020
Form made available to
Eligible Shareholders
Lodge SPP cleansing notice
with ASX
Offer opening date
---------------------- ----------------------
Offer closing date 22 January 2021 (5pm 21 January 2021 (1pm
AEDT) GMT)
---------------------- ----------------------
Announcement of results 28 January 2021 28 January 2021
---------------------- ----------------------
Issue of New Shares 3 February 2021 3 February 2021
---------------------- ----------------------
The above dates are indicative only and are subject to change,
subject to compliance with the ASX Listing Rules and Corporations
Act. In particular, the Company has elected to bring forward the
closing date of the SPP from the initial disclosed closing date for
depositary interest holders of 29 January 2021 to 21 January 2021,
and may close the SPP offer earlier still, depending on demand.
Accordingly, eligible shareholders or depositary interest holders
who wish to participate are encouraged to apply as soon as
possible.
Further issue of Securities
In addition to the 125 million placement shares, the Company has
also issued the following securities:
- 690,398 Ordinary Shares upon conversion of vested performance
rights subject to the short term performance milestone for the
financial year ended 30 June 2020 issued in lieu of cash
remuneration, at a price of A$$0.693 per Ordinary Share, including
288,324 shares issued to CEO, Mr Tony Swiericzuk. These shares have
issued on conversion of performance rights that are a contractual
entitlement issued in accordance with Executive Service Agreements
entered into with key management personnel, whereby it was agreed
that in order to attract and retain their services they would take
a fixed dollar amount of short term rights in lieu of cash salary
that they would otherwise expect to earn in the market. The rights
vest subject to ongoing service.
- 948,443 performance rights subject to the short term
performance milestone for the financial year ended 30 June 2021
issued in lieu of cash remuneration, including 379,377 rights
issued to CEO, Mr Tony Swiericzuk following shareholder approval on
20 November 2020. As above, these rights are a contractual
entitlement issued in accordance with Executive Service Agreements
entered into with key management personnel. The number of rights
issued each year is determined with reference to the 30-day VWAP on
30 June of the preceding year.
- 200,000 Options exercisable at $0.60 on or before 1 November
2023 and 300,000 Options exercisable at $1.00 on or before 1
November 2023 to Director, Mr Phillip Montgomery following
shareholder approval on 20 November 2020.
- 200,000 Options exercisable at $0.60 on or before 1 November
2023 and 300,000 Options exercisable at $1.00 on or before 1
November 2023 to Director, Mr Peter Thomas following shareholder
approval on 20 November 2020.
Settlement and dealings
Application has been made to the AIM Market of the London Stock
Exchange ("AIM") for 690,398 Ordinary Shares, which rank pari passu
with the Company's existing issued Ordinary Shares, to be admitted
to trading. Dealings on AIM are expected to commence at 8:00am on
or around 23 December 2020 ("Admission").
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules ("DTRs"), following Admission, Salt
Lake will have 711,002,885 Ordinary Shares in issue with voting
rights attached. Salt Lake holds no shares in treasury. This figure
of 711,002,885 may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the ASX Listing Rules or the
DTRs.
Directors' interests
Following the issue of these Ordinary Shares, Mr Tony Swiericzuk
will have an interest in 4,704,470 shares representing 0.66% of the
Company's issued share capital.
Resignation of CFO
The Company advises that the Chief Financial Officer, Mr Shaun
Day, has tendered his resignation. Mr Day has accepted a role as
CEO of a resources company and, having completed the equity raising
to enable initial draw down of the Company's debt financing,
believes it is an appropriate time for the change.
The Company thanks Mr Day for his contribution over the last 15
months and is working to formalise arrangements for his departure
and appointment of a replacement CFO. The Company will provide an
update as appropriate.
For further information please visit www.so4.com.au 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 Board
of Directors.
Additional Disclosures
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Key Risks
Refer to pages 25 to 29 (inclusive) of the Presentation released
to ASX on 11 December 2020 and available for download
https://www.so4.com.au/company-presentations/
Selling Restrictions
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 of
the Company in any jurisdiction in which any such offer or
solicitation would be unlawful.
Refer to pages 30 to 32 (inclusive) of the Presentation released
to ASX on 11 December 2020 and available for download
https://www.so4.com.au/company-presentations/
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.
Although the Company believes that its forward-looking statements
have reasonable grounds, can give no assurance that they will be
achieved. They may be affected by a variety of variables and
changes in underlying assumptions that are subject to risk factors
associated with the nature of the Company's business (including
those described in pages 25 to 29 (inclusive) of the Presentation
released to ASX on 11 December 2020), which cause actual results to
differ materially from those expressed herein. The Company makes no
undertaking to subsequently update or revise the forward-looking
statements made in this announcement, save where required by law or
regulation, 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.
Appendix A - Share Purchase Plan Offer Document
Not for release to US wire services or distribution in the
United States
Salt Lake Potash Limited
(ACN 117 085 748)
Share Purchase Plan Offer Document
This Offer Document comprises the terms and conditions of the
Salt Lake Potash Limited (ACN 117 085 748) (Company) 2020 Share
Purchase Plan (Offer).
1. Offer
The Offer is an invitation to apply for fully paid ordinary
shares in the Company (Shares) up to a maximum subscription of
A$30,000 (GBP16,950) at an issue price of A$0.40 (GBP0.226) per
Share (New Shares).
The Offer is made on the same terms and conditions to all
Eligible Shareholders (as defined below).
The Offer is non-renounceable.
2. Eligibility
You are only eligible to apply for New Shares (Eligible
Shareholder) if:
(a) your registered address in the Company's register of members
is in Australia, New Zealand or the United Kingdom and you are not
in the United States or acting for the account or benefit of a
person in the United States; and
(b) you were registered as a holder of Shares as at 1.00pm (AEDT) on 10 December 2020.
Holders of depositary interests representing Shares (Depositary
Interests), with a registered address in Australia, New Zealand or
the United Kingdom as at 6.00pm (GMT) on 10 December 2020 (Eligible
DI Holders) will also be eligible to apply for new Depositary
Interests (New Depositary Interests).
3. Issue Price
The issue price for each New Share under the Offer is A$0.40
(GBP0.226) per Share (Issue Price).
In accordance with the requirements of ASIC Corporations (Share
and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument
2019/547), the Company notes that:
(a) On the last trading day immediately prior to the
announcement date of the Offer, the closing price of the Shares
traded on the ASX was A$0.480 per Share. The Issue Price is a
16.67% discount to that closing price.
(b) The market price of Shares in the Company may rise and fall
between the date of the Offer and the date that any Shares are
issued to you as a result of your application under this Offer.
(c) By making an application under this Offer, each Eligible
Shareholder will be acknowledging that although the Issue Price is
at a discount, Shares are a speculative investment and the price of
Shares on ASX may change between the date of the Company announcing
the Offer and the date of issue of Shares under the Offer and that
the value of the Shares received under the Offer may rise or fall
accordingly.
(d) The Issue Price is less than the market price of Shares
during a 'specified period' in the 30 days before the date of the
Offer (such specified period being the 5 days in which trading in
Shares occurred before the date of announcement of the Offer, being
11 December 2020).
The Board recommends that you obtain your own financial and
taxation advice in relation to the Offer and consider price
movements of Shares in the Company prior to making an application
under this Offer.
4. Number of New Shares
4.1 Application amount
If you are an Eligible Shareholder or an Eligible DI Holder, you
can apply for up to a maximum of A$30,000 (GBP16,950) worth of New
Shares. Eligible Shareholders or Eligible DI Holders can select one
of the following alternatives:
Offer Number of New Shares A$ Value of New Shares GBP Value of New Depositary
/ Depositary Interests Interests
A 5,000 A$2,000 GBP1,130
------------------------ ----------------------- ----------------------------
B 12,500 A$5,000 GBP2,825
------------------------ ----------------------- ----------------------------
C 25,000 A$10,000 GBP5,650
------------------------ ----------------------- ----------------------------
D 50,000 A$20,000 GBP11,300
------------------------ ----------------------- ----------------------------
E 75,000 A$30,000 GBP16,950
------------------------ ----------------------- ----------------------------
4.2 A$30,000 maximum
In order to comply with ASIC Instrument 2019/547, the maximum
value of New Shares each Eligible Shareholder (irrespective of the
size of their shareholding) may apply for under this Offer is
A$30,000 (GBP16,950) (including through joint holding(s), multiple
share accounts or any holding in which they have a beneficial
interest(s)). This limit will apply even if you receive more than
one offer from the Company (for example, because you are a joint
holder of Shares or because you hold more than one shareholding
under separate share accounts).
If the Company receives an amount that does not equal one of the
amounts specified above in section 4.1 or a subscription of over
A$30,000 (GBP16,950) worth of New Shares by a shareholder through
multiple applications or joint holdings, the Company may
either:
(a) reject the application and refund in full the application
money (without interest) to the Eligible Shareholder; or
(b) apply the dollar amount of the payment to the highest
designated parcel that is less than the amount of the payment and
refund the excess application money (without interest) to the
Eligible Shareholder.
No fractions of New Shares will be issued.
4.3 Maximum number of New Shares to be issued
(a) Maximum amount: The maximum amount raised under the SPP will
be capped at a total of A$5 million (before costs).
(b) Scale back: The Board reserves the right to reject or scale
back any applications in whole or in part (Scale back). If there is
a Scale back, you may not receive all the New Shares for which you
have applied. The Company may in its absolute discretion determine
to apply the Scale back to the extent and in the manner it sees
fit, which may include taking into account a number of factors such
as the size of your shareholding at the Record Date, the extent to
which you have sold or purchased Shares since the Record Date,
whether you have multiple registered holdings, the date on which
your application was made and the total applications received from
Eligible Shareholders.
(c) Return of excess application monies: The Company will refund
to you by direct credit deposit to your nominated bank account
(where you have given your nomination to the Share Registry) or by
cheque, the difference between your application money and the total
Offer price for the New Shares issued to you.
5. Participation Costs
You must pay the Issue Price per New Share and any fees or
charges incurred by you in making an application under the Offer,
for example, bank fees or fees of professional advisors. No
commission is payable by the Company on the issue of the New Shares
and no brokerage applies.
6. Rights Attaching
The rights and obligations of the New Shares are contained in
the Constitution of the Company (which is available for inspection
at the registered office of the Company during the period of the
Offer). The New Shares will be issued on the same terms as all
other ordinary shares in the Company and the Company will apply for
the New Shares to be quoted on ASX and AIM. If the New Shares are
not quoted on ASX, the New Shares will not be issued and funds will
be refunded.
7. Allotment of New Shares
Subject to these terms and conditions, the New Shares will be
allotted as soon as possible after the Offer closing date. The
Company will send or cause to be sent to you a holding statement in
due course.
8. Payment for New Shares
Applications under the Offer may be made as follows:
Shareholder's registered address Online payment Cheque
Australia BPay(R) (see details in Application By cheque following the instructions on
Form) the Application Form
----------------------------------------- ----------------------------------------
New Zealand Contact the Company on +61 8 6559 5800 By cheque following the instructions on
at any time from 8.30am to 5.00pm (AWST the Application Form
time) Monday to Friday or SPP@so4.com.au
during the Offer period, for electronic
funds transfer payment arrangements
----------------------------------------- ----------------------------------------
United Kingdom Contact the Company on +61 8 6559 5800 By cheque following the instructions on
at any time from 8.30am to 5.00pm (AWST the Application Form
time) Monday to Friday or SPP@so4.com.au
during the Offer period, for electronic
funds transfer payment arrangements
----------------------------------------- ----------------------------------------
Computershare Investor Services Plc, in its capacity as
Depositary, will despatch a letter and application form to all
Eligible DI Holders setting out the relevant details in respect of
an application and payment for New Depositary Interests under the
Offer. Eligible DI Holders wishing to participate need to complete
the application form, and only GBP payments by bank transfer will
be allowed. Any further information can be obtained by telephone on
+44 (0)370 707 4040 or by email
OFSPaymentQueries@Computershare.co.uk .
If you do not provide the exact amount of application monies,
the Company reserves the right to issue you a lesser number of New
Shares and (if necessary) return a portion of your funds. No
interest will be paid on money returned.
9. Risks
New Shares are a speculative investment and the market price may
change between the dates you apply for New Shares and the issue of
New Shares to you. Accordingly, the value of New Shares applied for
may rise or fall.
This Offer is not a prospectus and does not require the types of
disclosures required under the Corporations Act. You must rely on
your own knowledge of the Company, previous disclosures made by the
Company to ASX, and, if necessary, consult your professional
advisor when deciding whether or not to participate in the
Offer.
This document does not constitute a prospectus or admission
document and in the UK no such documents will be made available in
connection with the Offer and no prospectus is required (in
accordance with EU Prospectus Regulation 2017 / 1129 "Prospectus
Regulation")) to be published.
The terms and conditions of the Offer should be read in
conjunction with the Company's continuous and periodic disclosures
given to ASX, which are available on ASX's website at
www.asx.com.au (under the Company's code "SO4") and the Company's
website at www.so4.com.au. In particular, the Company refers you to
the 'Key Risks' section of the Company's investor presentation
released to the ASX on 11 December 2020.
10. Privacy
By receiving completed applications under the Offer, the Company
collects personal information about shareholders. The Company will
use this information for the purposes of processing the application
and updating the records of the Company. Unless required by the
law, the Company will not disclose the personal information for
another purpose without the consent of the shareholder. Except as
stated by the law, shareholders are able to access, upon request,
their personal information held by the Company. For further
information about how we manage your personal information or if you
wish to obtain a copy of the Company's Privacy Policy, please
contact us.
11. Use of Funds
The Board presently intends that the funds raised from the Offer
will be applied towards:
(a) cash back a bank guarantee for the APA gas pipeline;
(b) variations to ramp up vs bank model;
(c) offset recent AUD strength;
(d) transaction fees; and
(e) general working capital (including corporate and
administration costs, and costs of the Offer).
As with any intended budget or use of funds, this is a statement
of current intentions as at the date of this Offer. Intervening
events and new circumstances have the potential to affect the
manner in which the funds are ultimately applied. The Board
reserves the right to alter the way the funds are applied on this
basis.
12. Important Dates
The important dates in relation to this Offer are summarised
below.
Event Shareholders Depositary interest
holders
Record Date 10 December 2020 (1pm 10 December 2020 (6pm
AEDT) GMT)
---------------------- ----------------------
Announcement of SPP 11 December 2020 11 December 2020
---------------------- ----------------------
Offer Document and Application 18 December 2020 18 December 2020
Form made available to
Eligible Shareholders
Lodge SPP cleansing notice
with ASX
Offer opening date
---------------------- ----------------------
Offer closing date 22 January 2021 (5pm 21 January 2021 (1pm
AEDT) GMT)
---------------------- ----------------------
Announcement of results 28 January 2021 28 January 2021
---------------------- ----------------------
Issue of New Shares 3 February 2021 3 February 2021
---------------------- ----------------------
These above dates are indicative only. The Company may vary the
dates and times of the Offer by lodging a revised notice with
ASX.
New Shares issued under the Offer will be issued as soon as
practicable after the Offer closing date. Application for quotation
on ASX of the New Shares will be made immediately following the
issue of those Shares. Application for the New Shares to be
admitted to trading on AIM will be made with effect from their
unconditional allotment and issue.
13. Joint Holders
If you are a joint holder of existing Shares, you are taken to
be a single registered holder of existing Shares for the purposes
of determining whether you are an Eligible Shareholder and joint
holders are entitled to participate in the Offer in respect of that
single holding only. If as joint holders, you receive more than one
offer under the Offer due to multiple identical holdings, you may
still only contribute a maximum of A$30,000 (GBP16,950) in applying
for New Shares.
14. Custodians
Eligible Shareholders who hold Shares as a "custodian" (as
defined in ASIC Instrument 2019/547) (Custodian) may participate in
the Offer 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, the
Company may not issue New Shares to the Custodian under the Offer
with a total application price exceeding A$30,000 (GBP16,950) in
any 12 month period unless, the Custodian provides the Company with
a notice in writing certifying the following matters required by
ASIC Instrument 2019/547 section 8(3) (Custodian Certificate):
(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 Offer 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 or the United Kingdom;
(d) that each Custodian Beneficiary is not in the United States
and it is not acting for the account or benefit of a person in the
United States, and that the Custodian has not sent any materials
relating to the Offer 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
(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 (GBP16,950):
(i) the New Shares applied for by the Custodian under the Offer
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 Offer;
(h) that a copy of this Offer 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.
For the purposes of ASIC Instrument 2019/547 you are a
'Custodian' if you provide a custodial or depository service in
relation to shares of a body or interests in a registered scheme
and who:
(a) holds an Australian financial services licence covering the
provision of a custodial or depository service;
(b) is exempt from the requirement to hold an Australian
financial services licence covering the provision of a custodial or
depository service;
(c) holds an Australian financial services licence covering the
operation of an IDPS or is a responsible entity of an IDPS-like
scheme;
(d) is a trustee of a self-managed superannuation fund or a
superannuation master trust; or
(e) is a registered holder of shares or interests in the class
and is noted on the register of members of the body or scheme as
holding the shares or interests on account of another person.
If you hold Shares as a trustee or nominee for another person or
persons but are not a Custodian as defined above, you cannot
participate for beneficiaries in the manner described above. In
this case, the rules for multiple single holdings (see paragraph
4.2 above) apply.
Custodians should request a Custodian Certificate when making an
application on behalf of Participating Beneficiaries. To request a
Custodian Certificate and if you would like further information on
how to apply, you should contact the Company's Share Registry at
any time from 8.30am to 5.00pm (AWST time) Monday to Friday during
the Offer period.
The Company reserves the right to reject any application for
Shares to the extent it considers that the application (whether
alone or in conjunction with other applications) does not comply
with these requirements. The Company reserves the right to reject
applications in accordance with these terms and conditions.
If an Eligible DI Holder is a custodian, it may participate in
the Offer on behalf of one or more persons whom the Custodian holds
shares on behalf of. If an Eligible DI Holder is applying on behalf
of multiple underlying beneficiaries, they should send an email
confirming the number of beneficiaries participating and the number
of Shares they are applying for to
OFSPaymentQueries@Computershare.co.uk or enclose a letter
confirming the same when returning the application form. Please
note that name and address details of the participating
beneficiaries are not required.
15. Foreign Offering Restrictions
15.1 Distribution
This document does not constitute an offer of Shares in any
jurisdiction in which it would be unlawful, and has been prepared
for distribution in Australia, New Zealand and the United Kingdom
only and may not be released or distributed elsewhere. In
particular, this document does not constitute an offer to sell, or
a solicitation of an offer to buy, any Shares in the United States.
The Shares have not been, and will not be, registered under the US
Securities Act of 1933 (the US Securities Act) or the securities
laws of any state or other jurisdiction of the United States.
Accordingly, the Shares may not be offered or sold, directly or
indirectly, to any person in the United States, except in
transactions exempt from, or not subject to, registration under the
US Securities Act and applicable US state securities laws. Persons
in the United States may not, directly or indirectly, participate
in the SPP.
15.2 New Zealand
The New 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 New 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.
15.3 United Kingdom
The New Shares are not being offered or sold to the public
within the United Kingdom other than to existing shareholders of
the Company as at the Record Date (pursuant to Article 43(2) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended) with registered addresses in the United Kingdom.
Neither the information in this document nor any other document
relating to the Offer has been delivered for approval to the
Financial Conduct Authority in the United Kingdom and no admission
document (for the purposes of the AIM market) or 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 securities. This document is issued on
a confidential basis to fewer than 150 persons (other than
'qualified investors' (as defined in Article 2(e) of the Prospectus
Regulation) in the United Kingdom and the aggregate amount of this
Offer in the United Kingdom is below Euros 8 million. Therefore,
there is no requirement to publish a prospectus pursuant to the
Prospectus Regulation. 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 securities 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.
15.4 Custodians
The Company is not required to determine, and will not
determine, the identity or residence of any beneficial owners of
Shares. Each Custodian will need to determine for itself whether
its beneficiaries are eligible to participate in the Offer.
16. No Financial Advice
This document does not provide financial advice and has been
prepared without taking account of any person's investment
objectives, financial situation or particular needs. You should
consider the appropriateness of participating in the Offer having
regard to your investment objectives, financial situation or
particular needs. Shareholders should seek independent financial
and taxation advice before making any investment decision in
relation to these matters.
17. Acknowledgement
By making an application under the Offer, you:
(a) irrevocably and unconditionally agree to the terms and
conditions of the Offer and the terms and conditions of the
Application Form and agree not to do any act or thing that would be
contrary to the spirit, intention or purpose of the Offer;
(b) warrant that all details and statements in your application
are true and complete and not misleading;
(c) agree that your application will be irrevocable and
unconditional (that is, it cannot be withdrawn even if the market
price of the Shares is less than the Issue Price);
(d) warrant that you are an Eligible Shareholder and are
eligible to participate in the Offer;
(e) acknowledge that no interest will be paid on any application
monies held pending the issue of Shares under the Offer or
subsequently refunded to you for any reason;
(f) acknowledge that the Company and its officers and agents,
are not liable for any consequences of the exercise or non-exercise
of its discretions referred to in these terms and conditions;
(g) if you are applying on your own behalf (and not as a
Custodian), acknowledge and agree that:
(i) you are not applying for Shares with an application price of
more than A$30,000 under the Offer (including by instructing a
Custodian to acquire Shares on your behalf under the Offer);
and
(ii) the total of the application price for the following does not exceed A$30,000:
(A) the Shares the subject of the application;
(B) any other Shares issued to you under the Offer or any
similar arrangement in the 12 months before the application
(excluding Shares applied for but not issued);
(C) any other Shares which you have instructed a Custodian to
acquire on your behalf under the Offer; and
(D) any other Shares issued to a Custodian in the 12 months
before the application as a result of an instruction given by you
to the Custodian to apply for Shares on your behalf under an
arrangement similar to the Offer;
(h) if you are a Custodian and are applying on behalf of a
Participating Beneficiary on whose behalf you hold Shares,
acknowledge and agree that:
(i) you are a Custodian ;
(ii) you hold Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries;
(iii) you held Shares on behalf of the Participating Beneficiary
as at the Record Date who has instructed you to apply for Shares on
their behalf under the Offer;
(iv) each Participating Beneficiary on whose behalf you are
applying for Shares has been given a copy of this document;
(v) the application price for the Shares applied for on behalf
of the Participating Beneficiary, and any other Shares applied for
on their behalf under a similar arrangement in the previous 12
months (excluding Shares applied for but not issued), does not
exceed A$30,000; and
(vi) the information in the Custodian Certificate submitted with
your application is true, correct and not misleading;
(i) agree to be bound by the Constitution of the Company (as amended from time to time);
(j) acknowledge that none of the Company, its advisers or
agents, has provided you with any financial product or investment
advice or taxation advice in relation to the Offer, or has any
obligation to provide such advice;
(k) authorise the Company, and its officers and agents, to
correct minor or easily rectified errors in, or omissions from,
your application and to complete the Application Form by the
insertion of any missing minor detail;
(l) you are an Eligible Shareholder and are eligible to participate in the SPP;
(m) represent that you are not in the United States nor
subscribing for Shares for the account or benefit of a person in
the United States;
(n) acknowledge that the Shares have not been, and will not be,
registered under the US Securities Act or the securities laws of
any state or other jurisdiction of the United States and,
accordingly, the 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 any other
applicable securities laws;
(o) acknowledge that the Shares will only be offered and sold
outside the United States in "offshore transactions" (as defined in
and in reliance on Regulation S under the US Securities Act);
(p) if in the future you decide to sell or otherwise transfer
the Shares, you will do so in a regular way on ASX where neither
you nor any person acting on your behalf know, or have reason to
know, that the sale has been pre-arranged with, or that the
purchaser is, a person in the United States; and
(q) have not distributed this document or any other documents
relating to the Offer to, any person in the United States or
elsewhere outside Australia, New Zealand and the United Kingdom.
Failure to comply with these restrictions may result in violations
of applicable securities laws.
Failure to comply with these restrictions may result in
violations of applicable securities laws.
18. Additional provisions
18.1 Amendments
The Company may amend the terms of the Offer at any time. Any
material amendments will be announced to the ASX and on AIM.
18.2 Termination
The Company may terminate or otherwise withdraw the Offer at any
time. Any termination or withdrawal will be announced to the ASX
and on AIM, and any application monies received will be refunded
without interest.
18.3 Interpretation
The Company may act or omit to act in relation to the Offer
(including applying the terms of the Offer) in its absolute
discretion. The Company may settle any difficulty of question of
fact or interpretation in relation to the Offer in any matter it
thinks fit, whether generally or in relation to any participant,
application or Share. The Company's decision will be conclusive and
binding. The Company reserves the right to waive strict compliance
with the terms of the Offer. The Board or any delegate may exercise
the powers of the Company under the terms of the Offer.
Appendix B - PDMR Notifications
Notification of Transactions of Persons Discharging Managerial
Responsibility and Persons Closely Associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Tony Swiericzuk
----------------------------------------- --------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------------
a) Position/status Managing Director and Chief Executive
Officer
----------------------------------------- --------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------------------- --------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------------
a) Name Salt Lake Potash Limited
----------------------------------------- --------------------------------------------
b) LEI 213800ZYZHFUDQ784B24
----------------------------------------- --------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
---------------------------------------------------------------------------------------
a) Description of the Performance Rights
financial instrument,
type of instrument
Identification code AU0000SO4AB0
b) Nature of the transaction Issue of performance rights.
c) Price(s) and volume(s)
-------------------- -------------------
Price(s) Volume(s)
-------------------- -------------------
Nil 379,377
------------------------------------------------------------------- -------------------
d) Aggregated information
- Aggregated volume Aggregate volume: 379,3777
Aggregate price: N/A
Aggregate total: N/A
- Price
e) Date of the transaction 18 December 2020
----------------------------------------- --------------------------------------------
f) Place of the transaction Off market transaction
----------------------------------------- --------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Tony Swiericzuk
----------------------------------------- --------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------------
a) Position/status Managing Director and Chief Executive
Officer
----------------------------------------- --------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------------------- --------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------------
a) Name Salt Lake Potash Limited
----------------------------------------- --------------------------------------------
b) LEI 213800ZYZHFUDQ784B24
----------------------------------------- --------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
---------------------------------------------------------------------------------------
a) Description of the Ordinary shares of no par value
financial instrument,
type of instrument
Identification code AU000000SO44
b) Nature of the transaction Issue of shares on conversion of
vested performance rights.
c) Price(s) and volume(s)
-------------------- -------------------
Price(s) Volume(s)
-------------------- -------------------
Nil 228,324
------------------------------------------------------------------- -------------------
d) Aggregated information
- Aggregated volume Aggregate volume: 228,324
Aggregate price: N/A
Aggregate total: N/A
- Price
e) Date of the transaction 18 December 2020
----------------------------------------- --------------------------------------------
f) Place of the transaction Off market transaction
----------------------------------------- --------------------------------------------
Notification of Transactions of Persons Discharging Managerial
Responsibility and Persons Closely Associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Peter Thomas
----------------------------------------- ------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director
----------------------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------------
a) Name Salt Lake Potash Limited
----------------------------------------- ------------------------------------------------
b) LEI 213800ZYZHFUDQ784B24
----------------------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
-------------------------------------------------------------------------------------------
a) Description of the A: Unlisted Option exercisable at
financial instrument, $0.60 each and expiring 1 November
type of instrument 2023
B: Unlisted Option exercisable at
$1.00 each and expiring 1 November
2023
Identification code A: AU0000064636
B: AU0000064644
b) Nature of the transaction Issue of options as an incentive
and in consideration for services
provided following shareholder approval.
c) Price(s) and volume(s)
---------------------- ---------------------
Price(s) Volume(s)
---------------------- ---------------------
A A$0.00 200,000
-------------------------- ---------------------
B A$0.00 300,000
-------------------------- ---------------------
d) Aggregated information
- Aggregated volume Aggregate volume: 500,000
Aggregate price: N/A
Aggregate total: N/A
- Price
e) Date of the transaction 18 December 2020
----------------------------------------- ------------------------------------------------
f) Place of the transaction Off market transaction
----------------------------------------- ------------------------------------------------
Notification of Transactions of Persons Discharging Managerial
Responsibility and Persons Closely Associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Philip Montgomery
----------------------------------------- ------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director
----------------------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------------
a) Name Salt Lake Potash Limited
----------------------------------------- ------------------------------------------------
b) LEI 213800ZYZHFUDQ784B24
----------------------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been conducted
-------------------------------------------------------------------------------------------
a) Description of the A: Unlisted Option exercisable at
financial instrument, $0.60 each and expiring 1 November
type of instrument 2023
B: Unlisted Option exercisable at
$1.00 each and expiring 1 November
2023
Identification code A: AU0000064636
B: AU0000064644
b) Nature of the transaction Issue of options as an incentive
and in consideration for services
provided following shareholder approval.
c) Price(s) and volume(s)
---------------------- ---------------------
Price(s) Volume(s)
---------------------- ---------------------
A: A$0.00 200,000
-------------------------- ---------------------
B: A$0.00 300,000
-------------------------- ---------------------
d) Aggregated information
- Aggregated volume Aggregate volume: 500,000
Aggregate price: N/A
Aggregate total: N/A
- Price
e) Date of the transaction 18 December 2020
----------------------------------------- ------------------------------------------------
f) Place of the transaction Off market transaction
----------------------------------------- ------------------------------------------------
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END
MSCGPGGGPUPUUBR
(END) Dow Jones Newswires
December 18, 2020 04:15 ET (09:15 GMT)
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