RED 5 LIMITED PO Box 1911 West Perth 6872 Telephone: +61 8 9322 4455
Western Australia, Australia Facsimile: +61 8 9481 5950
18 August 2017
ASX Market Announcements ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
NON-RENOUNCEABLE RIGHTS ISSUE - LETTER TO SHAREHOLDERSPlease find enclosed copies of letters which will be despatched today to eligible shareholders and ineligible shareholders in relation to the non-renounceable rights issue announced by Red 5 Limited on 16 August 2017.
Frank CampagnaCompany Secretary
Red 5 LimitedABN 73 068 647 610
PO Box 1911 West Perth 6872 Western Australia, Australia
Telephone: +61 8 9322 4455
Facsimile: +61 8 9481 5950
17 August 2017
[Name of recipient] [Address of recipient]
Dear Shareholder
NON‐RENOUNCEABLE RIGHTS ISSUE - NOTICE TO SECURITY HOLDERS
Red 5 Limited (Red 5 or the Company) is pleased to announce a non‐renounceable rights issue to eligible
shareholders, on the basis of 1 new fully paid ordinary share for ever
3 shares held, at an issue price of
$0.05 per share (New Shares), to raise approximately $12,741,000 (Rights Issue).. Assuming no existing
rights on
issue in the Company
are exercised, approximately 254,835,049 (subject to rounding of
entitlements) fully paid ordinary shares will be offered under the Rights Issue.
The Rights Issue is partially underwritten by St Ives Gold Mining Company Pty Ltd (a subsidiary of Gold Fields Limited), to the sum of $8.5 million, with a sub‐underwriting commitment from Saracen Mineral Holdings Limited of $1.5 million.
The Rights Issue will
be availab e to all registered shareholders who hold shares as at
22 August
2017 (Record Date) with registered addresses in Australia and New Zealand (Eligible Shareholders).
In accordance with the Listing Rules of the ASX, Red 5 has considere
the number of shareholders with
registered addresses in various jurisdictions outside of Australia and New Zealand and the size of the shareholdings held by those shareholders. Taking this into consideration, as well as the signi icant costs of complying with the legal requirements of the regulatory authori ies of those relevant jurisdictions outside of Australia and New Zealand, the Company believes that it is unreasonable to extend the Rights Issue to those shareholders. Accordingly, shareholders with registered addresses outside of Australia and New Zealand will not be entitled to participate in the Rights Issue.
The purpose of the Rights Issue is to raise approximately $12,741,000. The funds raised from the Rights
Issue will be used to fund the cash component of the co
sideration
ayable for the acquisition of all of
the shares in Darlot Mining Company Pty Ltd (which owns and operates the Darlot Gold Operations in Western Australia) as announced on 3 August 2017, pay the costs of the Rights Issue and to provide working capital.
The proposed timetable for the Rights Issue is set out in the table below:
Event | Date |
Offer Document and Appendix 3B lodged with ASX | 16 August 2017 |
Notice of Rights Issue sent to shareholders | 18 August 2017 |
Shares commence trading on an ex basis | 21 August 2017 |
Record Date for the Rights Issue (7:00 pm Perth time) | 22 August 2017 |
Despatch Offer Document to shareholders | 25 August 2017 |
Opening date of Rights Issue (9:00 am Perth time) | 25 August 2017 |
Closing date of Rights Issue (5:00 pm Perth time) | 25 September 2017 |
Shares commence trading on deferred settlement basis | 26 September 2017 |
Advise ASX of any shortfall | 28 September 2017 |
Event | Date |
Completion of Darlot Acquisition and King of the Hills Acquisition | 2 October 2017 |
Allotment of New Shares under Rights Issue | 2 October 2017 |
Deferred settlement trading ends | 2 October 2017 |
Despatch of holding statements for New Shares | 3 October 2017 |
Normal trading of New Shares on ASX begins | 3 October 2017 |
This timetable is indicative only and may change subject to the requirements of the Corporations Act 2001 (Cth) (Corporations Act) and the ASX Listing Rules.
The Rights Issue is being made without a disclosure document, unde
the exemption granted in section
708AA of the Corporations Act.
Red 5 will prepare and send an offer document to shareholders on or
around 25 August 2017, as set ou
in the timetable above. The Offer Document was lodged with ASX on
August 2017 and is available on the Company's web‐site www.red5limited.com and the ASX web‐site.
Excluded information
Other than as described in the Cleansing Notice dated 16 August 2017, Red 5 advises that as at the date of this notice there is no information:
that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:
the assets and liabilities, financial position and performance, profits and llosses and prospects of the Company; or
the rights and liabilities attaching to the New Shares.
Further information
The Company anticipates that, approximately 254,835,049 New Shares will be issued. The New Shares will be issued for $0.05 each.
Upon completion of the Rights Issue, and assuming it is fully subscribed, and
the issue of the initial
consideration shares for the Darlot Acquisition (130,000,000) and for the KoTH Acquisition (90,000,000) the issued capital of Red 5 will comprise approximately 1,239,340,197 shares.
The New Shares will rank equally in all respects with Red 5's existing shares. If an eligible shareholder's entitlement results in a fraction of a New Share, the shareholder's entitlement willl be rounded up to the nearest whole number. There will be no change to the dividend policy of the Company as a result of the Rights Issue.
Trading in the New Shares is expected to commence on or around 3 October 2017, the first business day following dispatch of the holding statements for the New Shares.
An Appendix 3B applying for quot
tion of the New Shares was lodged with ASX on 16 August 2017.
Red 5 encourages all eligible shareholders to consider participating in
he Rights Issue.
Yours sincerely
Mark Williams Managing Director Red 5 Limited
Red 5 LimitedABN 73 068 647 610
PO Box 1911 West Perth 6872 Western Australia, Australia
Telephone: +61 8 9322 4455
Facsimile: +61 8 9481 5950
August 2017
[Name of recipient] [Address of recipient]
Dear Shareholder
NON‐RENOUNCEABLE RIGHTS ISSUE
On 16 August 2017, Red 5 Limite
(Red 5 or the Company) announc
d a non‐renounceable rights issue
to eligible shareholders, on the basis of 1 new fully paid ordinary share for every 3 shares held at an issue
price of $0.05 per share (New Share), to raise approximat
ly $12,741,000 before costs (Rights Issue).
The Rights Issue is partially underwritten by St Ives Gold Mining Company Pty Ltd, to the sum of $8.5 million, with a sub‐underwriting commitment from Saracen Mineral Holdings Limited of $1.5 million.
The purpose of the Rights Issue is to raise approximately $12,741,000
or the Company to:
fund the cash component of the consideration payable for the acquisition of all of the shares in Darlot Mining Company Pty Ltd, as announced on 3 August 2017;
pay for the costs of the Rights Issue; and
provide working capital.
An Offer
Document
in relation
to the Rights Issue
was lodged with the
Australian
Securities
Exchange (ASX) on 16 August 2017 and is available on the ASX web‐site and also on the Company's web‐ site atwww.red5limited.com.
In accordance with the ASX Listing Rules,
Red 5 has considered
he number
of shareholders with
registered addresses outside of Australia and New Zealand, the number and value of the shares held by those shareholders, and the number and value of New Shares those shareholders would be offered pursuant to the Rights Issue. Taking this into consideration, as well as the significant costs of complying
with the
legal requirements and
the requirements of
the regulatory authorities of those relevant
jurisdictions outside of Australia and New Zealand, Red 5 believes it to be unreasonable to extend the Rights Issue to all shareholders. Accordingly, the offer pursuant to the Rights Issue will only be extended to those who are Red 5 shareholders as at 7.00 pm (Perth time) on 22 August 2017, and who have registered addresses in Australia and New Zealand. Entitlements to New Shares pursuant to the Rights Issue are non‐renounceable and accordingly will not be traded on the ASX.
As you are a shareholder with a registered address outside of Australia and N ew Zealand, the offer pursuant to the Rights Issue is u able to be extended to you. This letter is for your information only and you do not need to take any further action.
The proposed timetable for the Rights Issue is set out in the table below:
Event
Date
Offer Document and Appendix 3B lodged with ASX
16 August 2017
Notice of Rights Issue sent to shareholders
18 August 2017
Shares commence trading on an ex basis
21 August 2017
Record Date for the Rights Issue (7:00 pm Perth time)
22 August 2017
Despatch Offer Document to shareholders
25 August 2017
Red 5 Limited published this content on 18 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 August 2017 08:26:02 UTC.
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