Western Areas NL

Published : April 05th, 2016

Western Areas - Security Purchase Plan Booklet

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Keywords :   Growth | New Zealand | Nickel | Recovery | Tax |

Western Areas - Security Purchase Plan Booklet

Microsoft Word - 990CRN3423_Project Soprano_SPP_V1.docx

Level 2, 2 Kings Park Road / PO BOX 1891 West Perth WA 6872


Ph: (08) 9334 7777 Fax: (08) 9486 7866

Website: www.westernareas.com.au


6 April 2016

Dear Shareholder

Western Areas Limited - Share Purchase Plan Introduction

On behalf of the directors of Western Areas Limited (Western Areas), I am pleased to offer eligible shareholders (as defined in the enclosed Terms and Conditions) (Eligible Shareholders) the opportunity to participate in the Western Areas Share Purchase Plan (SPP).

Pursuant to the SPP Eligible Shareholders are invited to apply for up to A$15,000 worth of new fully paid ordinary shares in Western Areas (New Shares) (subject to discretionary scale back) without paying any brokerage or other transaction costs. The SPP proceeds will be capped at A$10 million and Western Areas reserves the right to scale back applications.

The offer under the SPP is only open to Eligible Shareholders who were registered as holders of fully paid ordinary shares in Western Areas as at 7.00 pm (Sydney time) on Wednesday, 30 March 2016 and whose registered address is in Australia or New Zealand. Participation in the SPP is optional, but the right of Eligible Shareholders to participate in the SPP is not transferable.

Purposes of the SPP and use of funds

On 31 March 2016, Western Areas announced an underwritten placement to institutional, professional and sophisticated investors to raise approximately A$60 million (Placement) and the SPP. The SPP will not be underwritten. Assuming the full amount of A$10 million is raised from the SPP, approximately A$70 million will be raised in total. The funds from the Placement and SPP will be used for the following purposes:

  • To replenish working capital for the total purchase price and transaction costs for Cosmos of approximately A$26 million.

  • For repayment of amounts drawn under the ANZ corporate facility of A$25 million.

  • To continue to invest in project growth such as exploration at Cosmos and Western Gawler, and the advancement of study work to pre-feasibility status ("PFS") at Odysseus later in the year. Post the PFS, the initial estimate for the investment required to move to a Bankable Feasibility Study at Odysseus is approximately A$5 million.

  • To provide greater financial and operational flexibility to enable the previously announced deferred discretionary capital projects (such as vertical development at Spotted Quoll and the Mill Recovery Enhancement Project) and exploration programs to be promptly and efficiently recommenced as and when justified by the nickel market environment.

  • For general working capital purposes including the payment of the costs of the equity raising.

    For further details as to the proposed use of funds, refer to investor presentation released by Western Areas in connection with the Placement on 31 March 2016.

    Summary of key details

    Eligible Shareholders may subscribe for New Shares at an issue price of A$2.00 per share which is the same price at which institutional investors took up new shares under the Placement and represents a discount of approximately 7.4% to the closing price of A$2.16 per Western Areas share on 30 March 2016 (being the last trading day prior to announcement of the Placement and SPP).

    If you are an Eligible Shareholder, you may apply to purchase a parcel of New Shares in A$2,500 increments from a minimum of A$2,500 up to a maximum of A$15,000 without incurring brokerage.

    As noted above, you may only apply for a maximum amount of A$15,000 worth of New Shares. If you have two or more registered holdings, the total of all the applications must not exceed A$15,000. Western Areas reserves the right to decline applications from multiple registered holdings if the total exceeds A$15,000, including where those registered holdings are in similar but not identical names, are directly or indirectly or are held alone or with others.

    Western Areas intends to raise up to a maximum of A$10 million under the SPP. Western Areas intends to scale back applications should total demand exceed A$10 million in its absolute and sole discretion. Western Areas may take into account, among other factors, the size of an applicant's shareholding in determining the amount (if any) by which to scale back that applicant's application. Should this occur, you may be allocated New Shares to a value which is less than the parcel for which you applied and the difference will be refunded to you without interest. Full details of the SPP are set out in the enclosed Terms and Conditions and Application Form.

    The SPP opens on Wednesday, 6 April 2016. To apply for New Shares under the SPP, Eligible Shareholders may either:

    • complete and return their enclosed Application Form in accordance with the details on the form, together with a cheque, bank draft or money order drawn on an Australian bank in Australian dollars; or

    • pay directly via BPAY®1 on the internet or by telephone (for shareholders with an eligible Australian bank account only).

Application Forms must be received by Western Areas' share registry, or a BPAY payment must be received, by no later than 5.00pm (Sydney time) on Wednesday, 27 April 2016.

You should be aware that the market price of Western Areas shares on ASX may rise and fall between the date of the SPP offer and the date that the New Shares are issued under the SPP. As a result, the number of New Shares that you receive may be more or less than the number that you might calculate using the market price of Western Areas shares on the date the New Shares are issued.

The SPP does not take into account your individual investment objectives, financial situation, tax position or particular needs. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer.

I encourage you to read and consider carefully the enclosed Terms and Conditions.

If you have any questions relating to the SPP, please contact the Company Secretary on +61 8 9334 7777. For registry related questions please contact Western Areas' share registry, Computershare Investor Services Pty Limited, on 1300 727 692 or +61 3 9415 4000 (from overseas).

Yours sincerely

Ian Macliver

Non Executive Chairman

1 Registered to BPAY Pty Ltd ABN 69 079 137 518.



Eligible Shareholders have the opportunity to participate in the Western Areas Share Purchase Plan offer (SPP) by subscribing for up to A$15,000 of new fully paid ordinary shares in Western Areas (New Shares) without incurring brokerage or transaction costs. The terms and conditions of this offer, including how to participate are set out below.



    Record Date

    7.00 pm (Sydney time) on Wednesday, 30 March 2016 (Record Date)

    SPP opens

    Wednesday, 6 April 2016

    SPP closes

    5.00 pm (Sydney time) on Wednesday, 27 April 2016

    Issue of New Shares

    Thursday, 5 May 2016 (Issue Date)

    New Shares issued under the SPP expected to commence trading

    Friday, 6 May 2016

    Dispatch of holding statements

    Monday, 9 May 2016

    * Western Areas reserves its right to vary the dates (even if the offer has been opened or BPAY payments or Application Forms have been received) without prior notice by making an announcement to the ASX, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth) (Corporations Act), including extending the closing date or accepting late applications, either generally or in particular cases, or to withdraw the SPP without prior notice. No cooling off rights apply to applications submitted under the SPP. The commencement of quotation of the New Shares issued under the SPP is subject to confirmation from ASX.


  3. If you:

  4. were registered as a holder of Western Areas ordinary shares as at the Record Date (being 7.00 pm (Sydney time) on Wednesday, 30 March 2016) and your registered address is in Australia or New Zealand; and

  5. do not hold shares on behalf of persons who reside outside Australia or New Zealand, are not located in the United States and are not acting for the account or benefit of a person located in the United States,

    you will be eligible to participate in the SPP and an Eligible Shareholder.

  6. The Directors who are Eligible Shareholders may participate in the SPP.

  7. Western Areas has determined that it is not reasonably practical for holders of Western Areas shares with registered addresses in jurisdictions outside Australia or New Zealand to participate in the SPP having regard to the number of such holders and the costs of complying with regulatory requirements in other countries. To the extent that you hold shares on behalf of another person resident outside Australia and New Zealand, you may not distribute these Terms and Conditions to such persons and may only purchase shares on behalf of them if you have investment discretion

  8. In accordance with relevant New Zealand securities law, a person who, on the Record Date was registered as a holder of shares with a New Zealand address but who, as at the time of this offer, no longer holds shares is not eligible to participate in the SPP.

    Eligible Shareholders are required to make the representations set out in Sections 18 of these Terms and Conditions.

    This is not an offer outside Australia or New Zealand

    This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any country other than Australia and New Zealand. In particular, the shares to be issued under the SPP have not been and will not be registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States.

    Neither this document nor the application form may be distributed to persons in the United States. These materials do not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The shares to be offered and sold in the SPP have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States.

    Consistent with the representations contained in these Terms and Conditions and the Application Form (the Application Form) included with these Terms and Conditions, you may not submit any completed Application Forms for any person in the United States or who is, or is acting for the account or benefit of, a person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.


  10. Single Holders

    If you are the only registered holder of a holding of Western Areas shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply for one maximum parcel of New Shares with an aggregate value of no more than A$15,000.

    Joint Holders

    If you are recorded with one or more other persons as the joint holder of a holding of Western Areas shares, that joint holding is considered to be a single registered holding for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that single holding only. If the same joint holders receive more than one offer under the SPP due to multiple registered holdings, the joint holders may only apply for one maximum parcel of New Shares with an aggregate value of no more than A$15,000.

    Custodians and Downstream Custodians

    If you are a custodian within the definition of "custodian" in ASIC Class Order [CO 09/425] (Custodian) and hold Western Areas shares on behalf of one or more persons (each a Participating Beneficiary), or on behalf of a "downstream custodian" within the definition of ASIC Class Order [CO 09/425] who holds the beneficial interest in Western Areas shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of A$15,000 worth of New Shares for each Participating Beneficiary, subject to providing a notice in writing to Western Areas certifying the matters set out in paragraph 9 of ASIC Class Order [CO 09/425] (the Custodian Certificate).

    If a Custodian applies for New Shares on behalf of a Participating Beneficiary, Western Areas will not issue New Shares unless the Custodian Certificate is received before the Issue Date.

    Custodians should request a pro forma 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, please contact Western Areas share registry, Computershare Investor Services Pty Limited, by emailing [email protected]

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Western Areas NL

ISIN : AU000000WSA9
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Western Areas NL is a nickel and gold producing company based in Australia.

Western Areas NL holds various exploration projects in Australia.

Its main assets in production are FORRESTANIA, FLYING FOX MINE and KOOLYANOBBING in Australia, its main asset in development is SANDSTONE - LORD NELSON in Australia and its main exploration properties are MT FINNERTY NICKEL JV, LAKE KING, MT ALEXANDER, MT JEWELL and SPOTTED QUOLL in Australia and EAST BULL LAKE in Canada.

Western Areas NL is listed in Australia and in Canada. Its market capitalisation is AU$ 1.1 billions as of today (US$ 758.5 millions, € 664.5 millions).

Its stock quote reached its highest recent level on April 15, 2011 at AU$ 6.78, and its lowest recent point on March 27, 2020 at AU$ 1.66.

Western Areas NL has 272 280 000 shares outstanding.

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Corporate Presentations of Western Areas NL
2/17/2014Half Year Results Corporate Presentation
11/21/2013Areas AGM Corporate Presentation
2/21/2013Half Year Results Corporate Presentation
Annual reports of Western Areas NL
Annual Report to shareholders
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2009 Annual Report
Option Grants of Western Areas NL
2/14/2012Maintains Strong Profits and Declares Dividend
Nominations of Western Areas NL
1/3/2012appoints new Managing Director
Financials of Western Areas NL
2/24/2016Half Year Financial Results Press Release
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11/22/2013Final Director's Interest Notice
9/6/2013Assays Increase New Morning High Grade Nickel Intersection
8/30/2013High Grade 8% Nickel Intersection at New Morning
7/19/2013Further High Grade Intersections at New Morning
7/1/2013TKL: Musgrave project farm-in by Western Areas
3/27/2013New Morning Exploration Update
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1/24/2013(Forrestania)New High Grade Nickel Discovery at Forrestania
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Corporate news of Western Areas NL
8/11/2017Advance Notice - Full Year Results Conference Call
8/2/2016Diggers and Dealers Presentation
6/15/2016Final Director's Interest Notice
6/9/2016Western Areas Board Change
4/22/2016Quarterly Activities Report
4/5/2016Western Areas - Security Purchase Plan Booklet
4/5/2016Western Areas - Section 708A Cleansing Statement
3/31/2016Successful Completion of Western Areas Placement
1/28/2016Change in substantial holding
1/27/2016Quarterly Activities Report
1/11/2016Becoming a substantial holder
12/21/2015Western Areas Reduces Standby Bank Facility Fees
12/1/2015Change in substantial holding from NAB
11/25/2015Annual General Meeting - MD Presentation
11/25/2015Chairman's Address to Shareholders
10/26/2015Quarterly Activities Report
10/23/2015Notice of Annual General Meeting/Proxy Form
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10/1/2015Cosmos Nickel Complex Acquisition Completed
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9/28/2015Prospective Mafic Intrusions Confirmed at Western Gawler
9/22/2015Becoming a substantial holder
9/14/2015Change in substantial holding
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8/28/2015Change of Director's Interest Notice x 3
8/20/2015Western Areas Report Increased Full Year Profit and Dividend
8/20/2015Appendix 4E & Full Year Statutory Accounts
8/20/2015Western Areas Full Year Financial Results Presentation
8/20/2015Dividend/Distribution - WSA
8/18/2015Full Year Results Conference Call Details
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7/21/2015Quarterly Activities Report - Revised
7/19/2015GNG: Contract Award
7/5/2015Major Drilling Program Commenced at Western Gawler Project
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4/1/2015Change in substantial holding
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1/21/2015Western Gawler Craton Project Update
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2/25/2014Areas Share Purchase Plan Offer Document
2/24/2014Cleansing Statement - Notification under section 708A(5)(e)
2/18/2014Successful Completion of Western Areas Raising
2/18/2014Areas Ltd Capital Raising and SPP
2/17/2014Half Year Results Press Release
2/10/2014Areas Upgrades Full Year Guidance
1/28/2014Competent Person Statement
1/9/2014Becoming a substantial holder
12/17/2013Ceasing to be a substantial holder
12/17/2013Managing Director Interview by Market Professional
12/4/2013TKL:Western Areas proceeds to Stage 2 of JV and begins drill
11/21/2013Areas 2013 AGM Results
11/21/2013WSA 2013 AGM Chairman Address
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10/21/2013Notice of Annual General Meeting/Proxy Form
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9/12/2013(Spotted Quoll)Spotted Quoll North High Grade Mineral Resource and Reserve
9/6/2013Substantial Shareholder - Restatement from CBA
8/27/2013Preliminary Final Report and Full Year Financial Statements
8/27/2013Areas Full Year Results Press Release
8/27/2013Areas Full Year Result Presentation Pack
8/21/2013Conference Call: Full Year Results for the Year Ended 30 Jun...
7/31/2013Announces Anticipated Non-Cash Impairment
7/23/2013Quarterly Activities Report
7/4/2013Areas Exceeds Full Year Guidance
7/1/2013Strategic Agreement with Traka at Musgraves
6/24/2013GTE: Rights Issue Entitlement
5/31/2013Areas Upgrades Full Year Guidance
4/23/2013Quarterly Activities Report
4/5/2013Chairmans Letter to Shareholders
4/4/2013Becoming a substantial holder
2/21/2013Half Year Accounts and Appendix 4D
2/21/2013Half Year Results Press Release
2/21/2013Results of Meeting
1/29/2013New Offtake Agreement
1/18/2013Notice of General Meeting/Proxy Form
1/14/2013WSA Announces Successful Completion of Share Purchase Plan
1/14/2013Areas Announces New Constitution
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12/10/2012Section 708A - Cleansing Notice
10/22/2012Notice of Annual General Meeting/Proxy Form
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2/24/2012Weekly Summary Alert
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1/27/2012Weekly Summary Alert
1/23/2012Announces December 2011 Quarterly Activities Report
1/13/2012Weekly Summary Alert
12/30/2011Weekly Summary Alert
12/22/2011Closes Out Royalty Obligation To Outokumpu
12/16/2011Weekly Summary Alert
12/2/2011Weekly Summary Alert
11/30/2011Agrees One Year Offtake Contract with Jinchuan
10/12/2011Clarification: Lounge Lizard Nickel Deposit
9/23/2011Weekly Summary Alert
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8/26/2011Weekly Summary Alert
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8/12/2011Weekly Summary Alert
8/2/2011Considering Nickel Offtake Tender
5/6/2011Weekly Summary Alert
4/15/2011Announces March 2011 Quarterly Activities Report
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2/25/2011Weekly Summary Alert
2/14/2011ALERT: New Western Areas Financial Report
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