Microsoft Word - Letter to excluded shareholders FINAL.docx
18 March 2015
[insert Ineligible Shareholder name] [insert Ineligible Shareholder address]
Dear Shareholder
NON-RENOUNCEABLE RIGHTS ISSUE
On 17 March 2015, Syndicated Metals Limited (ACN 115 768 986) (Company) announced that the
Company would be conducting a non-renounceable entitlement offer of up to approximately
99,798,427 fully paid ordinary shares in the capital of the Company (Shares) on the basis of four (4) Shares for every eleven (11) Shares held at 5.00pm (WST) on 23 March 2015 (Record Date) at an issue price of $0.02 per Share (Entitlement) to raise approximately $1,995,968 (before issue costs) (Entitlement Offer).
The Entitlement Offer is fully underwritten by Pitt Capital Partners Limited, a 100% owned subsidiary of Washington H. Soul Pattinson and Company Limited. The Company's largest shareholder, CopperChem Limited (18.94%) is also a wholly owned subsidiary of Washington H. Soul Pattinson and Company Limited. Pitt Capital Partners Limited has indicated it will seek to procure commitments for the entire shortfall from sub-underwriters, namely CopperChem Limited and/or Washington H. Soul Pattinson and Company Limited.
The Entitlement Offer is being conducted without a prospectus, pursuant to an offer document dated
17 March 2015 (Offer Document), in accordance with section 708AA of the Corporations Act 2001 (Cth) (as modified by the Australian Securities and Investments Commission (ASIC) Class Order 08/35 and ASIC Instrument 13-0326). A copy of the Offer Document is available on the Company's website at www.syndicatedmetals.com.au or on the ASX website (company announcements section, ASX code: SMD) at www.asx.com.au.
The Company has determined, pursuant to Listing Rule 7.7.1(a) of the Listing Rules of ASX Limited (Listing Rules), that it would be unreasonable to make offers under the Offer Document to shareholders outside of Australia and New Zealand (Excluded Shareholders). Accordingly, in compliance with ASX Listing Rule 7.7.1(b), the Company wishes to advise you that it will not be extending the rights issue to you.
The Company has appointed, and ASIC has approved, Blue Ocean Equities Limited (Nominee) as nominee for foreign holders of the Company's securities in those countries outside of Australia and New Zealand to arrange the sale of the Entitlements which would have been offered to the Excluded Shareholders.
The Nominee will arrange for the sale of the Shares that represent the full Entitlements of the Excluded Shareholders. The Nominee will account to the Company's share registry who will then dispatch the net proceeds (if any) pro rata to each individual Excluded Shareholder. The Nominee will have the absolute and sole discretion to determine the timing and the price at which the Entitlements may be sold and the manner of any such sale. Neither the Company nor the Nominee will be subject to any liability for failure to sell the Entitlements or to sell them at a particular price.
68A Hay Street, Subiaco WA 6008 - GPO Box 2810 Perth WA 6000
T: +61 8 9380 9440 F: +61 8 9380 9449 [email protected]
ACN: 115 768 986 ASX Code: SMD
Should you have any queries please contact the Company on +61 8 9380 9440 or the Company's share registry - Computershare Investor Services Pty Ltd on 1300 763 574 (within Australia) or +61 3
9415 4862.
Yours faithfully
SYNDICATED METALS LIMITED
Paul Bridson
Company Secretary