leadf
logo-loader
viewSalt Lake Potash Ltd

Salt Lake Potash Ltd - Entitlement Offer Amended Timetable for DI Holders

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 - AMENDMENT 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

Placement and Institutional Entitlement Offer opens

Trading halt on ASX

Wednesday, 5 August 2020

Institutional Entitlement Offer and Placment closes (Southern Hemisphere Investors) (3pm)

Wednesday, 5 August 2020

Institutional Entitlement Offer and Placement closes (Northern Hemisphere Investors) (6am)

Thursday, 6 August 2020

Record Date for Depository Interest (DI) Holders

Close of business on Monday, 10 August 2020

Results of Institutional Entitlement Offer and Placement announced

ASX Trading halt lifted and trading resumes on an 'ex' entitlement basis for Shareholders

Tuesday, 11 August 2020

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 accounts of Qualifying DI Holders in CREST

Friday, 14 August 2020

Crediting of CREST accounts for institutional offer and placement depositary interests

Friday, 14 August 2020

Retail Entitlement Offer opens and despatch and announcement of Retail Offer Booklet

Friday, 14 August 2020

Settlement date for New Shares under the Institutional Entitlement Offer and Placement

Friday, 14 August 2020

Admission to trading on AIM and ASX of New Shares issued under the Institutional Entitlement Offer and Placement

Monday, 17 August 2020

Latest time for settlement of relevant CREST instructions for Retail Entitlement Offer

11.00 am (BST) on Monday, 24 August 2020

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 Retail Entitlement Offer

Wednesday, 2 September 2020

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

Quick facts: Salt Lake Potash Ltd

Price: 27

Market: AIM
Market Cap: £151.6 m
Follow

Create your account: sign up and get ahead on news and events

NO INVESTMENT ADVICE

The Company is a publisher. You understand and agree that no content published on the Site constitutes a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is...

FOR OUR FULL DISCLAIMER CLICK HERE

Salt Lake Potash CEO says project's 'flying along' as it passes 60% completion

  Salt Lake Potash Ltd (ASX:SO4) (LON:SO4) CEO Tony Swiericzuk tells Proactive's Andrew Scott the project's 'flying along' as it passes 60% completion and adds that they're still on schedule to deliver first SOP production in the March quarter of 2021. He says the major vendor...

1 day, 22 hours ago