TANDOU LIMITED 
By ASX Announcement
Not for release or distribution in the United States
Non Renounceable 3 for 8 Entitlement Offer
Tandou Limited ACN 001 014 562 (Company) is pleased to announce a non renounceable pro-rata entitlement offer of up to approximately 53,686,421 new fully paid ordinary shares (New Shares) to raise up to approximately $25.2 million (Offer).
The Offer is fully underwritten to $25.2 million. Petra Capital Pty Ltd is acting as Lead Manager and Underwriter to the Offer.
The funds raised under the Offer will be applied to pay down the debt related to the recent acquisition of 34,585 megalitres of water entitlements together with the "Bundygoola" (formerly "South Farm") land assets.
The funds will also be utilised for general working capital requirements and should position the Company in a better place to pursue ongoing growth opportunities as they occur.
The Offer is being made to shareholders as at 7:00 pm on 28 March 2014 (Record Date) with a registered address in Australia or New Zealand and to a limited number of professional and sophisticated investors
outside of Australia and New Zealand who do not require a disclosure document in their jurisdiction (Eligible Shareholders).
The Offer gives Eligible Shareholders the opportunity to participate in the Offer on the basis of 3 new fully paid ordinary share for every 8 fully paid ordinary shares held at the Record Date at an issue price of $0.47.
The Offer price of $0.47 per share represents a 10.5% discount to the closing ASX price of $0.525 for the Company's shares on 18 March 2014, a 3.5% discount to the Company's 1 month volume weighted average
share price of $0.487 to 18 March 2014 and a 7.2% discount to the theoretical ex-rights price.1
The Offer is non-renounceable and as such Eligible Shareholders will not be entitled to trade or sell their entitlements. Any entitlements to New Shares not taken up will lapse and will form part of the shortfall.
Shareholders will receive no payment for entitlements not taken up.
Details of the Offer are contained in the Offer Booklet, a copy of which was lodged with the ASX today, and which will be sent to eligible shareholders, together with an Entitlement and Acceptance Form. A copy of the
Offer Booklet is available at tandou.com.au and on asx.com.au.
The Company has applied for quotation of the new shares to be issued under the Offer. Please refer to the Appendix 3B filed with the ASX for detailed information in relation to the Offer.
The number of issued shares at the date of this notice and the total number of issued shares at the close of the Offer are as follows:
Number of shares currently on issue and quoted on ASX: | 143,163,788 |
Approximate maximum number of New Shares offered in the Entitlement Offer | 53,686,421 |
Approximate maximum number of shares on issue on completion | 196,850,209 |
The New Shares issued under the Offer will rank equally in all respects with fully paid ordinary shares in the Company already on issue.
It is proposed that the Offer will be conducted according to the following indicative table:
Event | Indicative Date |
Announcement of the Offer | 20 March 2014 |
Shares trade 'ex-entitlements' - the date from which shares commence | 24 March 2014 |
Record Date to determine entitlements | 28 March 2014 |
Anticipated despatch of Offer Booklet and personalised Entitlement and | 2 April 2014 |
Closing Date. Last day for acceptance and payment in full | 28 April 2014 |
Expected date for despatch of holding statements for New Shares | 9 May 2014 |
Expected date for commencement of normal trading on ASX | 7 May 2014 |
These dates are indicative only and subject to change.
Eligible shareholders should read all the information set out in the Offer Booklet, including the summary risk factors set out in the Offer Booklet. If you have any queries, please consult your professional adviser.
Yours sincerely
Mr Bernie Woollard
Company Secretary
This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document 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, registration under the US Securities Act and applicable US state securities
laws.
1 The theoretical ex-entitlements price is the theoretical price at which Shares may trade immediately after the ex-entitlement date for the Offer. The theoretical ex-entitlements price is a theoretical calculation only and the
actual price at which Shares trade after the ex-entitlement date for the Offer will depend on many factors and may not be the same as the theoretical ex-entitlements price.
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