METRO MINING LIMITED one for two fully underwritten pro rata non-renounceable entitlement offer at $0.125 per New Share
Last date for acceptance and payment: 5.00pm (Sydney time) on 17 March 2017 If you are an Eligible Shareholder, this is an important document that requires your
immediate attention. It should be read in its entirety. If, after reading this document you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
UNDERWRITER | LEGAL ADVISOR |
Argonaut Capital Limited | McCullough Robertson Lawyers |
Table of contents
IMPORTANT NOTICES 1
Chairman's letter 2
Enquiries 4
Description and effect of the Offer 5
Overview of Equity Raising 5
Institutional Placement 5
Entitlement Offer 5
Underwriting and sub-underwriting 6
Issue of additional Shares under the Top Up Facility 7
Shortfall facility 7
Eligibility of Shareholders 8
Ranking of New Shares 8
Allotment 8
Effect on capital structure 9
Information Availability 9
ASX announcement and investor presentation 9
How to apply 51
Shareholder's choices 51
Taking up all of your Entitlement and participating in the Top-Up Facility 51
Taking up part of your Entitlement and allowing the balance to lapse 52
Allow your Entitlement to lapse 52
Consequences of not accepting your Entitlement 52
Payment 52
Entitlement and Acceptance Form is binding 53
Brokerage and Stamp Duty 53
Notice to Nominees and Custodians 53
ASX confirmation 53
Definitions 54
Corporate information 57
IMPORTANT NOTICES
This Information Booklet is dated 28 February 2017. Capitalised terms in this section have the meaning given to them in this Information Booklet.
The Entitlement Offer is being made without a prospectus under section 708AA Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84). This Information
Booklet does not contain all of the information which a prospective investor may require to make an informed investment decision. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.
This Information Booklet is important and should be read in its entirety before deciding to participate in the Entitlement Offer. This Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC.
Metro may make additional announcements after the date of this Information Booklet and throughout the period that the Entitlement Offer is open that may be relevant to your consideration about whether you should participate in the Entitlement Offer.
No party other than Metro has authorised or caused the issue of this Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information Booklet.
By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares or Top Up Shares through BPAY in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Information Booklet.
No overseas offering
This Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make that offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.
The distribution of this Information Booklet (including an electronic copy) in other jurisdictions may be restricted by law and therefore persons who come into possession of this Information Booklet should seek advice on and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Metro to lawfully receive your Application Monies.
Definitions, currency and time
Defined terms used in this Information Booklet are contained in section 4. All references to currency are to Australian dollars and all references to time are to Sydney time, unless otherwise indicated.
Taxation
There will be tax implications associated with participating in the Entitlement Offer and receiving New Shares. Metro considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Shares under this Information Booklet or the subsequent disposal of any New Shares. Metro recommends that you consult your professional tax adviser in connection with the Entitlement Offer.
Privacy
Metro collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in Metro.
By submitting an Entitlement and Acceptance Form, you will be providing personal information to Metro (directly or through the Share Registry).
Metro collects, holds and will use that information to assess your Application. Metro collects your personal information to process and administer your shareholding in Metro and to provide related services to you. Metro may disclose your personal information for purposes related to your shareholding in Metro, including to the Share Registry, Metro 's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that Metro holds about you. To make a request for access to your personal information held by (or on behalf of) Metro, please contact Metro through the Share Registry.
Governing law
This Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in Queensland, Australia. Each Applicant submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.
No representations
No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by Metro or any of its officers.
Past performance
Investors should note that Metro's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Metro's future performance including Metro's future financial position or share price performance.
Future performance
This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Metro and certain plans and objectives of the management of Metro. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.
Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Metro, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, those forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Metro. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures.
Risks
Refer to the 'Risk factors' section of the Investor Presentation included in section 2 of this Information Booklet for a summary of general and specific risk factors that may affect Metro.
Metro Mining Limited | Entitlement Offer information booklet
Chairman's letter
28 February 2017
Dear Shareholder
On behalf of the Board of Metro Mining Limited (Metro), it is my pleasure to invite you to participate in Metro's recently announced one for two fully underwritten non-renounceable entitlement offer of new ordinary shares in Metro (New Shares) at an issue price of $0.125 per New Share to raise approximately $36.5 million (Entitlement Offer).
The Entitlement Offer is another major step in Metro's transition to become a significant Australian bauxite producer, with construction of the Bauxite Hills Mine on track to commence in the second half of 2017 and production expected to commence in the first half of 2018.
The Entitlement Offer follows Metro's successful placement to institutions and other sophisticated investors at the same issue price which will raise up to $15.9m (Institutional Placement). The Institutional Placement was heavily oversubscribed and attracted a number of leading institutional investors. Metro's largest shareholder Greenstone participated in the Institutional Placement pro-rata with its 19.6% shareholding in Metro.
The issue price of $0.125 per New Share represents a 12.3% discount to the theoretical ex-rights price (TERP) and a 20.8% discount to the 30 day volume weighted average price of Metro's Shares up to and including 23 February 2017.
Together the Institutional Placement and Entitlement Offer will raise Metro approximately $52.4m (together the Equity Raising) and will enable Metro to maintain its development momentum at Bauxite Hills Mine and also assist Metro repay bridge loan facilities that supported Metro's transformational acquisition of Gulf Alumina Limited (Gulf) late last year.
The key areas in which the Equity Raising will assist Metro maintain Bauxite Hills Mine development momentum include; the ordering of long lead time items, the provision of environmental bonding so early works can commence and funding the completion of the upcoming BFS and final project approvals. The investor presentation included in section 2 of this Information Booklet sets out more detailed information on the use of funds and Metro's plans over the coming months.
The Entitlement Offer is fully underwritten by Argonaut Capital Limited and is supported by Metro's two largest shareholders, Greenstone and Balanced Property. Both Greenstone and Balanced Property have committed to taking up their full entitlements under the Entitlement Offer. Balanced Property has also committed to priority sub-underwrite the Entitlement Offer up to 19.9% interest in Metro post the Equity Raising.
The number of New Shares you are entitled to subscribe for under the Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that is enclosed in this Information Booklet. If you take up your Entitlement, you can also apply for additional shares under a 'top-up' facility (refer to sections 1.4 and 3 of this Information Booklet for more information).
The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on ASX or otherwise transferable, so I would encourage you read this Information Booklet carefully and consider further investment in Metro. You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.
The Entitlement Offer closes at 5.00pm (Sydney time) on 17 March 2017.
Please read in full the details on how to submit your application, which are set out in this Information Booklet. For further information regarding the Entitlement Offer, please call Metro's Offer Information Line on 1300 560 339 (if calling from within Australia) or +61 2 8011 0354 (if calling from outside of Australia) on weekdays between 9.00am and 5.00pm (Sydney time) or visit the Metro website at www.metromining.com.au.
On behalf of the Board of Metro, I thank you for your ongoing support and look forward to your participation in this further investment in your company.
Yours sincerely
Stephen Everett
Chairman
Metro Mining Limited
Summary of the Equity Raising
Institutional Placement
Issue Price
$0.125 per Share
Size
126,995,937 Shares
Gross proceeds
Approximately $15.9 million
Entitlement Offer
Ratio
One New Shares for every two Existing Shares
Issue Price
$0.125 per New Share
Size
292,342,080 New Shares
Gross proceeds
Approximately $36.5 million
Equity Raising
Total gross proceeds Approximately $52.4 million
Key dates
Activity Indicative date
Announcement of Equity Raising
24 February 2017
Shares commence trading on ex-entitlement basis
2 March 2017
Record date for Entitlement Offer at 7.00pm
3 March 2017
Settlement of the Institutional Placement
6 March 2017
Allotment and trading of Shares issued under the Institutional Placement
7 March 2017
Information booklet and personalised entitlement and acceptance form dispatched
8 March 2017
Entitlement Offer opens
8 March 2017
Entitlement Offer closes
17 March 2017
New Shares commence trading on a deferred settlement basis
20 March 2017
Settlement of Entitlement Offer
23 March 2017
Allotment of New Shares under the Entitlement Offer
24 March 2017
Trading of New Shares under the Entitlement Offer
27 March 2017
All dates and times are subject to change and are indicative only. Unless otherwise indicated, all times are to Sydney time. Metro, with the consent of the Underwriter, reserves the right to vary these dates and times without notice.
Enquiries
For further information or if you have lost your Entitlement and Acceptance Form, telephone Metro's Offer Information Line on 1300 560 339 (if calling from within Australia) or +61 2 8011 0354 (if calling from outside Australia) on weekdays between 9.00am and 5.00pm (Sydney time) or visit the Metro website at www.metromining.com.au. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser.
Description and effect of the Offer
Overview of Equity Raising
On 24 February 2017, Metro announced its intention to raise approximately $52.4 million (before offer costs) through:
the Institutional Placement to institutional and sophisticated investors to raise $15.9 million; and
the Entitlement Offer to Eligible Shareholders to raise $36.5 million.
Metro intends to use the proceeds of the Equity Raising, together with available cash reserves to fund:
Use of proceeds
$ million
Purchase of long lead time items for Bauxite Hills Mine and drilling
$6.9
Environmental bonding and expenses
$2.1
Completion of BFS and final approvals for Bauxite Hills Mine
$3.0
Repayment of the Greenstone Loan Facility
$38.8
Repayment of Baffle Box Loan Facility
$8.9
General working capital, corporate expenditure and financing costs (including costs of the Equity Raising)
$6.9
Total
$66.6#
#The proposed Equity Raising of $52.4 million will be supplemented by Metro's existing cash reserves (about $7.2 million as at 14 February 2017) and a new 12 month $40 million facility that Metro has entered into with an associate of Balanced Property. To meet the use of proceeds set out above, Metro would be required to draw-down the new loan facility by approximately $7 million. However, an assessment of how much will be drawn-down will be made after settlement of the Entitlement Offer. A summary of the loan facility is set out on slide 31 of Metro's investor presentation of 24 February 2017.
Institutional Placement
Shares issued under the Institutional Placement will be issued at the same price as those being offered under the Entitlement Offer. Metro's ASX announcement of 28 February 2017, in relation to completion of the Institutional Placement, is set out in section 2.
Entitlement Offer
The Entitlement Offer is a non-renounceable offer of approximately 292,342,080 New Shares at
$0.125 per New Share to raise approximately $36.5 million (before offer costs).
Eligible Shareholders are entitled to subscribe for one New Share for every two Shares held by them at 7.00pm (Sydney time) on the Record Date (Entitlement).
Fractional Entitlements will be rounded up to the nearest whole number of New Shares.
The issue price of $0.125 per New Share represents a discount of 19.4% to the closing price of Metro shares on 23 February 2017 (being the last trading day before announcement of the Equity Raising) and a discount of 12.3% to the Theoretical Ex-Rights Price (TERP).1
The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on ASX, nor can they be transferred or otherwise disposed of.
An Entitlement and Acceptance Form setting out your Entitlement accompanies this Information Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement.
Shareholders will have their interest in Metro diluted because of the issue of Shares under the Institutional Placement. In addition, Eligible Shareholders who do not take up all of their Entitlements will have their percentage shareholding in Metro further diluted.
Eligible Shareholders should be aware that an investment in Metro involves risks. The key risks identified by Metro are summarised in the Investor Presentation set out in section 2.
Underwriting and sub-underwriting
Argonaut Capital Limited is the Underwriter to the Entitlement Offer and has underwritten the full amount of the Entitlement Offer on the terms set out in the Underwriting Agreement. Customary with these types of arrangements:
the Underwriting Agreement includes a number of termination events, including market and commodity related termination events, such as if there is a 10% fall in the S&P / ASX All Ordinaries Index (ASX Code: XAO); S&P / ASX Small Resources Index (ASX Code: XSR); CM Group CBIX Bauxite Index or the Asian Metals Alumina Price Index which persists for three consecutive Business Days;
the Underwriter will receive an underwriting fee equal to 5% of the funds raised under the Entitlement Offer (less the value committed to be subscribed for or sub-underwritten by certain existing shareholders) and a management fee of $50,000 (excluding GST);
the Underwriter is entitled to reimbursement of certain expenses; and
Metro has agreed to indemnify the Underwriter and others against their losses in connection with the Entitlement Offer (except to the extent that such losses arise, either directly or indirectly, out of the negligence, wilful misconduct or fraud on the part of the Underwriter or other indemnified parties).
The Underwriter has advised Metro that the Underwriter has entered into sub-underwriting arrangements with various institutional and sophisticated investors (including investors sourced from the Institutional Placement) and one of Metro's largest Shareholders, Balanced Property. Balanced Property has received a priority sub-underwriting. If the shortfall is sufficient, and Balanced Property takes up its full sub-underwriting commitment, Balanced Property's voting power in Metro would increase to 19.9%. For information on the effect of the Equity Raising on the control of Metro, refer to the cleansing notice issued by Metro under section 708AA(2)(f) of the Corporations Act on 28 February 2017.
Argonaut Securities Pty Limited, a related entity of the Underwriter, is the Lead Manager for the Institutional Placement.
1 The Theoretical Ex-Rights Price is the theoretical price at which Metro shares should trade immediately following the ex-date for the Entitlement Offer assuming 100% take up of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Metro's shares trade immediately following the ex-date for the Entitlement Offer will depend on many factors and may not approximate TERP.
The Lead Manager will receive a placement fee for managing the Institutional Placement equal to 5% of the funds raised under the Institutional Placement (which may be subject to minor downward adjustment).
Issue of additional Shares under the Top Up Facility
New Shares not taken up under the Entitlement Offer by the Closing Date will be made available to those Eligible Shareholders who took up their full Entitlement (Eligible Top-Up
Facility Participants). Eligible Top-Up Facility Participants may apply for additional New Shares from the Entitlement Offer shortfall (Top-Up Shares). The Board may elect to cap the number of Top-Up Shares that are allotted to Eligible Top-Up Facility Participants, which it would do in a fair and equitable manner having regard to:
the size of the Entitlement relative to the Top-Up Shares that the Eligible Top-Up Facility Participant has applied for;
the total number of Top-Up Shares available; and
the number of Shares held by the Eligible Top-Up Facility Participant after the issue of New Shares pursuant to the holder's Entitlement.
In particular, in any scale back of allocation of Top-Up Shares, the Board will give priority to Shareholders who, after the allocation of their Entitlement, would not otherwise hold a marketable parcel of Shares. Otherwise, the Board anticipates that it will cap or scale back allocations of Top-Up Shares on a pro-rata basis having regard to their holding as at the Record Date. In any event:
the number of Top-Up Shares available under the Top-Up Facility will not exceed the shortfall from the Entitlement Offer; and
no Top-Up Shares will be issued to an Eligible Top-Up Facility Participant which will result in them increasing their voting power in Metro above 20%.
The allocation policy for Top-Up Shares will be as follows:
Eligible Top-Up Facility Participants who have applied for Top-Up Shares will receive the Top-Up Shares they have applied for up to any cap applied by the Board.
If a scale-back would result in the holder of less than a marketable parcel of shares (as at the Record Date) being allocated a number of Top-Up Shares which, together with New Shares issued pursuant to their Entitlement, was less than a marketable parcel, those Eligible Top-Up Facility Participants will receive sufficient Top-Up Shares to ensure they hold a marketable parcel (at the Issue Price).
Shortfall facility
A shortfall may arise if applications received for New Shares under the Entitlement Offer (including after the allocation of Top-Up Shares under the Top-Up Facility) are less than the number of New Shares offered and the Underwriter or sub-underwriters do not acquire that shortfall under the underwriting agreement or any sub-underwriting agreement.
The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place Shortfall Shares within three months after the Closing Date to either existing or new Shareholders at their discretion. If issued, Shortfall Shares will be issued at a price not less than the Issue Price of New Shares under the Entitlement Offer.
Shareholders will not receive any payment or value for the Entitlements not taken up under the Entitlement Offer that are later taken up as Shortfall Shares.
Eligibility of Shareholders
The Entitlement Offer is being offered to all Eligible Shareholders. An Eligible Shareholder is a Shareholder on the Record Date who:
has a registered address on the Metro share register in Australia or New Zealand or is an institutional or professional investor in China, Hong Kong, Cyprus, Kenya or the United Kingdom who Metro has determined is eligible to participate;
is not in the United States and is not a person (including nominee or custodian) acting for the account or benefit of a person in the United States; and
is eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus to be lodged or registered.
Metro, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Shareholder and is therefore able to participate in the Entitlement Offer. Metro disclaims all liability to the maximum extent permitted by law in respect of any determination as to whether a Shareholder is an Eligible Shareholder.
Shareholders that are not Eligible Shareholders are Ineligible Shareholders.
The Entitlement Offer is not being extended to the Ineligible Shareholders because of the small number of those Shareholders, the number and value of the Shares they hold and the cost of complying with applicable regulations in jurisdictions outside Australia or New Zealand.
Ranking of New Shares
The New Shares issued under the Entitlement Offer will be fully paid and rank equally with Existing Shares.
Allotment
Metro has applied for quotation of the New Shares on ASX. It is expected that allotment of the New Shares under the Entitlement Offer will take place no more than five Business Days after the close of the Entitlement Offer.
Application Monies will be held by Metro on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies.
It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them before trading the New Shares. The sale by an Applicant of New Shares before receiving their holding statement is at the Applicant's own risk.
Effect on capital structure
Subject to the rounding up of fractional Entitlements and depending on the number of options (if any) that are exercised before the Record Date, the capital structure of Metro following the issue of New Shares is expected to be as follows:
Existing Shares on issue as at 27 February 2017 (announcement of the Equity Raising)
584,684,159
Shares issued under the Institutional Placement#
126,995,937
New Shares to be issued under the Entitlement Offer
292,342,080
Approximate Shares on issue after the Equity Raising
1,004,022,176
The table above assume that no existing options over Metro Shares will be exercised prior to the Record Date. There are 7,547,493 existing options on issue to a small number of officers, advisors and employees of Metro, as set out in the table below.
Options
Exercise price Expiry date
2,500,000
$0.15
14 December 2017
1,047,493
$0.04
5 May 2018
4,000,000
$0.08
23 December 2019
Any existing option holders will not be entitled to participate in the Entitlement Offer unless they have become entitled to exercise their options under their terms of issue, and do exercise those options in sufficient time to become the registered holder of Shares prior to the Record Date.
The Board considers it is unlikely that any options will be exercised before the Record Date. However, if any existing options are exercised before the Record Date, any proceeds raised will be applied to the general working capital of Metro.
Information Availability
Eligible Shareholders can obtain a copy of this Information Booklet from the Metro website at www.metromining.com.au or by calling Metro's Offer Information Line on 1300 560 339 (if calling from within Australia) or +61 2 8011 0354 (if calling from outside Australia) on weekdays between 9.00am and 5.00pm (Sydney time) during the Entitlement Offer period. Persons who access the electronic version of this Information Booklet should ensure that they download and read the entire Information Booklet. The electronic version of this Information Booklet will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling Metro's Offer Information Line.
ASX announcement and investor presentation
See following pages 10 to 51.
.
Metro Mining Limited | Entitlement Offer information booklet 15
How to apply
Shareholder's choices
The number of New Shares to which Eligible Shareholders are entitled under the Entitlement Offer (i.e. their Entitlement) is shown on the accompanying Entitlement and Acceptance Form. Eligible Shareholders may:
allow their Entitlement to lapse (refer to section 3.4). Ineligible Shareholders may not take up any of their Entitlements.
Metro reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date.
The Closing Date for acceptance of the Entitlement Offer is 5.00pm (Sydney time) on 17 March 2017 (however, that date may be varied by Metro, in accordance with the Listing Rules and the Underwriting Agreement).
Taking up all of your Entitlement and participating in the Top-Up Facility
If you wish to take up your Entitlement in full, follow the instructions set out in the Entitlement and Acceptance Form.
If you have applied to take up all of your Entitlement, you may also apply for additional New Shares under the Top-Up Facility.
Please return your completed Entitlement and Acceptance Form together with your Application Monies in accordance with section 3.6 for the amount shown on the Entitlement and Acceptance Form to the Share Registry so that it is received no later than 5.00pm (Sydney time) on 17 March 2017 at the address set out below:
By post: By delivery:
Metro Mining Limited
c/- Link Market Services Limited GPO Box 3560
Sydney NSW 2001
Metro Mining Limited
c/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138
(Please do not use this address for mailing purposes)
Alternatively, you may take up all of your Entitlement by payment of the Application Money through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If payment is being made through BPAY, you do not need to return the Entitlement and Acceptance Form. Your payment must be received by no later than 5.00pm (Sydney time) on
17 March 2017.
If you pay through BPAY and do not return the Entitlement and Acceptance Form, amounts received by Metro in excess of the Issue Price multiplied by your Entitlement (Excess Amount) may be treated as an application to apply for as many additional New Shares under the Top-Up Facility as your Excess Amount will pay for in full.
If you apply for Top-Up Shares under the Top-Up Facility and your application is successful (in whole or in part) your Top-Up Shares will be issued at the same time that other New Shares are issued under the Entitlement Offer. There is no guarantee you will receive any Top Up Shares under the Top-Up Facility.
Refund amounts, if any, will be paid in Australian dollars. You will be paid either by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders), or by direct credit to the nominated bank account as noted on the share register as at the closing date of the offer. If you wish to advise or change your banking instructions with the Share Registry you may do so by going to https://investorcentre.linkmarketservices.com.au and following the instructions.
Taking up part of your Entitlement and allowing the balance to lapse
If you wish to take up part of your Entitlement, complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up and follow the other steps required under section 3.2.
Alternatively, you may arrange for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If you pay through BPAY and Metro receives an amount that is less than the Issue Price multiplied by your Entitlement (Reduced Amount), your payment may be treated as an application for as many New Shares as your Reduced Amount will pay for in full.
Allow your Entitlement to lapse
If you do not wish to accept all or any part of your Entitlement, do not take any further action and that part of your Entitlement will lapse.
Consequences of not accepting your Entitlement
If you do not accept all of your Entitlement in accordance with the instructions set out above, any New Shares that you would have otherwise been entitled to under the Entitlement Offer (or New Shares that relate to the portion of your Entitlement that has not been accepted) may be acquired by the Underwriter or sub-underwriters or under the Top-Up Facility.
Payment
The consideration for the New Shares (including under the Top-Up Facility) is payable in full on application by a payment of $0.125 per New Share. The Entitlement and Acceptance Form must be accompanied by a cheque for the Application Monies or in a manner otherwise agreed with Metro. Cheques must be drawn in Australian currency on an Australian bank and made payable to 'Metro Mining Limited - Entitlement Offer' and crossed 'Not Negotiable'.
Alternatively, you may arrange for payment of the Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.
Eligible Shareholders must not forward cash by mail. Receipts for payment will not be issued.
Entitlement and Acceptance Form is binding
A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY, constitutes a binding offer to acquire New Shares on the terms of this Information Booklet and, once lodged or paid, cannot be withdrawn.
If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid Application for New Shares. The Directors' (or their delegates') decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.
By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:
you are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;
you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or under the laws of any other jurisdiction outside Australia or New Zealand; and
you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.
Brokerage and Stamp Duty
No brokerage fee is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Entitlement Offer.
Notice to Nominees and Custodians
Nominees and custodians may not distribute any part of this Information Booklet or any Entitlement and Acceptance Form to any person who would not, if they were recorded as the registered holder on Metro's share register, be an Eligible Shareholder.
ASX confirmation
ASX has provided a waiver of Listing Rule 7.1 to permit Metro to take into account New Shares to be issued under the Entitlement Offer in determining the permitted size of the Institutional Placement.
Definitions
These definitions are provided to assist the understanding some of the expressions used in this Information Booklet.
Term Definition
$
means Australian dollars.
Applicant
means an Eligible Shareholder who has applied to subscribe for New Shares by submitting an Entitlement and Acceptance Form or has arranged for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.
Application
means the submission of an Entitlement and Acceptance Form accompanied by the relevant Application Monies or arranging for payment of the relevant Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.
Application Monies
means the aggregate amount of money payable for the New Shares applied for in a duly completed Entitlement and Acceptance Form or through BPAY.
ASIC
means the Australian Securities and Investments Commission.
ASX
means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).
Baffle Box
means Baffle Box Mining Pty Ltd ACN 614 547 492 as trustee for the Baffle Box Mining Trust.
Baffle Box Loan Facility
means the loan agreement dated 19 September 2016 between Baffle Box, an entity associated with Balanced Property, and Metro, pursuant to which Baffle Box lent Metro $8.5 million to fund the acquisition of Gulf shares.
Balanced Property
means Balanced Property Pty Ltd ACN 601 591 217 as trustee for the Balanced Property Trust.
Board
means board of directors of Metro or, where the context required, any sub-committee of the board of directors.
Business Day
means a business day as defined in the Listing Rules.
Closing Date
means 17 March 2017, the day the Entitlement Offer closes, or any other date that the Directors determine, subject to the Listing Rules.
Corporations Act
means Corporations Act 2001 (Cth).
Directors
means the directors of Metro.
Eligible Shareholder
Entitlement
means the right to subscribe for New Shares under the Entitlement Offer.
Entitlement and Acceptance Form
means the Entitlement and Acceptance Form accompanying this Information Booklet.
Entitlement Offer
means the non-renounceable entitlement offer to Eligible
Term Definition
Shareholders to subscribe for one New Shares for every two Shares of which the Shareholder is the registered holder on the Record Date, at the Issue Price pursuant to this Information Booklet.
Equity Raising
means the Entitlement Offer and the Institutional Placement.
Existing Shares
means the Shares already on issue in Metro as at the Record Date.
Greenstone
means Greenstone Management (Delaware) II LLC in its capacity as general partner of Greenstone Metro Holdings LP.
Greenstone Loan Facility
means the bridging loan agreement between Greenstone and Metro, pursuant to which Greenstone has provided Metro with funding for the purpose of the acquisition of Gulf.
Gulf
means Gulf Alumina Limited ACN 108 086 371.
Ineligible Shareholder
means a Shareholder as at the Record Date who is not an Eligible Shareholder.
Information Booklet
means this document.
Institutional Placement
means the placement of Shares to institutional and sophisticated investors to raise approximately $15.9 million.
Investor Presentation
means the presentation to investors, in section 2 of this Information Booklet.
Issue Price
means $0.125 per New Share.
Lead Manager
means Argonaut Securities Pty Limited ACN 108 330 650.
Listing Rules
means the official listing rules of ASX.
Metro or Company
means Metro Mining Limited ACN 117 763 443 and where the context so requires, its subsidiaries (or any of them).
New Shares
means Shares to be allotted and issued under the Entitlement Offer, including (as the context requires) the shortfall from the Entitlement Offer issued under the Top-Up Facility or to the Underwriter or sub- underwriters.
Record Date
means 7.00pm (Sydney time) on 3 March 2017.
Shareholders
mean holders of Shares.
Shares
means fully paid ordinary shares in the capital of Metro.
Share Registry
means Link Market Services Limited ACN 083 214 537 .
Shortfall Shares
means those New Shares not taken up by Eligible Shareholders under the Entitlement Offer, together with those New Shares to which any Ineligible Shareholders would otherwise have been entitled (after the allocation of Top-Up Shares).
TERP
means the theoretical price at which the Shares should trade immediately after the ex-date of the Entitlement Offer assuming 100% take up of the Entitlement Offer.
Top-Up Facility
means the facility described in section 1.4 under which certain Eligible Shareholders may apply for New Shares in excess of their Entitlement.
Term Definition
Top-Up Shares
means extra Shares a Eligible Shareholder may apply for in excess of their Entitlement under the Top-Up Facility.
Underwriter
means Argonaut Capital Limited ACN 099 761 547.
Underwriting Agreement
means the underwriting agreement dated 24 February 2017 between Metro, Argonaut Securities Pty Limited and the Underwriter.
Corporate information
Company
Metro Mining Limited ACN 117 763 443
Level 8, 300 Adelaide Street
BRISBANE QLD 4000
www.metromining.com.au
Share Registry
Link Market Services Limited Level 15, 324 Queen St
BRISBANE QLD 4000
www.linkmarketservices.com.au
Directors
Stephen Everett (Chairman) Simon Finnis (Managing Director)
Mark Sawyer (Non-Executive Director) Philip Hennessy (Non-Executive Director) Dongping Wang (Non-Executive Director) Jijun Liu (Non-Executive Director) George Lloyd (Non-Executive Director) Lindsay Ward (Non-Executive Director)
Company Secretary
Scott Waddell
Offer Information Line
1300 560 339 (within Australia)
+61 2 8011 0354 (outside Australia)
Legal adviser
McCullough Robertson Lawyers
Central Plaza Two, Level 11, 66 Eagle Street BRISBANE QLD 4000
www.mccullough.com.au
Underwriter to the Entitlement Offer
Argonaut Capital Limited
Level 30, Allendale Square, 77 St Georges Terrace
PERTH WA 6000
www.argonaut.com
ABN 45 117 763 443
All Registry communications to: Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
Telephone: 1300 554 474
From outside Australia: +61 1300 554 474 ASX Code: MMI
Website: www.linkmarketservices.com.au
SRN/HIN:
Entitlement Number:
Number of Eligible Shares held as
at the Record Date, 7:00pm (Sydney time) on 3 March 2017:
Entitlement to New Shares (on a 1 New Share for 2 basis):
Amount payable on full acceptance at A$0.125 per Share:
Offer Closes
5.00pm (Sydney time): 17 March 2017
ENTITLEMENT AND ACCEPTANCE FORM
As an Eligible Shareholder you are entitled to acquire 1 New Share for every 2 Existing Shares that you hold on the Record Date, at an Offer Price of A$0.125 per New Share. You may also apply for New Shares in excess of your Entitlement, at the Offer Price. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as how to deal with it, you should contact your accountant, stockbroker, solicitor or other professional adviser.
IMPORTANT: The Offer is being made under the Information Booklet dated 28 February 2017. The Information Booklet contains information about investing in the New Shares. Before applying for New Shares, you should carefully read the Information Booklet. This Entitlement and Acceptance Form should be read in conjunction with the Information Booklet.
If you do not have a paper copy of the Information Booklet, you can obtain a paper copy at no charge, by calling Metro Mining Limited's offer Information line on 1300 560 339 (within Australia) and +61 2 8011 0354 (outside Australia) on weekdays between 9.00am and 5.00pm (Sydney time).
PAYMENT OPTIONS
SAMPL EIf you wish to take up all or part of your Entitlement (as shown above), or take up all of your Entitlement and apply for additional New Shares, you have two payment options detailed below.
OPTION 1: PAYING BY Bpay®
If paying by Bpay®, refer to the instructions overleaf. You do NOT need to return the acceptance slip below if you elect to make payment by Bpay®. Payment must be received via Bpay® before 5.00pm (Sydney time) on 17 March 2017. You should check the processing cut off-time for Bpay® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by Bpay® you will be deemed to have completed an Application Form for the number of Shares subject of your application payment.
OPTION 2: PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER
If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Registry before 5.00pm (Sydney time) on 17 March 2017.
Biller Code: 241539
Ref:
Telephone & Internet Banking - Bpay®
Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au
® Registered to Bpay Pty Ltd ABN 69 079 137 518
See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.
THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.
Please detach and enclose with payment
*9999999
SRN/HIN:
Entitlement Number:
ABN 45 117 763 443
A
Number of New Shares accepted (being not more than your Entitlement shown above)
B Number of additional New Shares C
+ =
Total number of New Shares accepted (add Boxes A and B)
PLEASE INSERT CHEQUE, BANK DRAFT OR MONEY ORDER DETAILS - Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial
institution in Australian currency, made payable to "Metro Mining Limited - Entitlement Offer" and crossed "Not Negotiable".
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
CONTACT DETAILS - Telephone Number
you represent and warrant that you have read and understood the Information Booklet and that you acknowledge the matters, and make the warranties and representations;
you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the Constitution of Metro Mining Limited.
IF PAYING BY Bpay® (AVAILABLE TO SHAREHOLDERS WITH AN AUSTRALIAN BANK ACCOUNT ONLY)
If you elect to make payment using Bpay® you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay®: www.bpay.com.au
Work out the total amount payable by you. To calculate the total amount, multiply the number of New Shares you wish to apply for by A$0.125.
SAMPL ERefer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding.
IF PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.
Acceptance of New Shares
Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.
Application for Additional New Shares
You can apply for more New Shares than your Entitlement. Please enter the number of additional New Shares above your Entitlement for which you wish to apply into Box B. Your Application for additional New Shares may not be successful (wholly or partially). The decision of Metro Mining Limited on the number of New Shares to be allocated to you will be final. No interest will be paid on any Application Monies received or returned.
Total Number of New Shares Subscribed for
To calculate total number of New Shares subscribed for, add Box A and Box B and enter this in Box C.
Cheque, bank draft or money order details
Enter your cheque, bank draft or money order details in section D. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to "Metro Mining Limited - Entitlement Offer" and crossed "Not Negotiable". Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque or money order for the incorrect amount, Metro Mining Limited may treat you as applying for as many New Shares and Additional New Shares as your cheque, bank draft or money order will pay for.
Contact details
Enter your contact telephone number where we may contact you regarding your acceptance of New Shares, if necessary.
HOW TO LODGE YOUR ENTITLEMENT AND ACCEPTANCE FORM
A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Information Booklet electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay® you do not need to complete or return the Entitlement and Acceptance Form. You should check the processing cut off-time for Bpay® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.
Mailing Address Hand Delivery
Metro Mining Limited Metro Mining Limited
C/- Link Market Services Limited C/- Link Market Services Limited
GPO Box 3560 1A Homebush Bay Drive
Sydney NSW 2001 Rhodes NSW 2138 (Please do not use this address for mailing purposes)
Make sure you send your Acceptance Slip and application payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5.00pm (Sydney time) on 17 March 2017. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Metro Mining Limited reserves the right not to process any Acceptance Slips and cheques received after the Closing Date.
If you require further information on how to complete this Entitlement and Acceptance Form, please contact Metro Mining Limited's offer Information line on 1300 560 339 (within Australia) and +61 2 8011 0354 (outside Australia) on weekdays between 9.00am and 5.00pm (Sydney time).
Telephone Number - After Hours
Contact Name
( )
( )
METRO MINING LIMITED
The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia and New Zealand. In particular the Entitlement Offer is not being made to any person in the U.S. or to a U.S. person. The Information Booklet and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.
ACCEPTANCE OF ENTITLEMENT OFFER
By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by Bpay®:
HOW TO APPLY FOR NEW SHARES
Metro Mining Limited published this content on 28 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 February 2017 23:33:19 UTC.
Original documenthttp://www.metromining.com.au/media/1658/20170228-entitlement-offer-information-booklet-final.pdf
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