Last checked at 26 May 2016 07:00
26 May 2016
Harvest Minerals Limited
Application for Removal of Harvest from the Official List of the ASX
Harvest Minerals Limited ("Harvest" or the "Company") (ASX/AIM: HMI) has applied to the ASX for the removal of the Company from the official list of the ASX ("Official List") under ASX Listing Rule 17.11.
Harvest is currently listed on two securities exchanges - the Official List and the Alternative Investment Market ("AIM") of the London Stock Exchange.
Following due consideration and in an effort to streamline listing and compliance costs, the Directors of Harvest have resolved that the continued listing of the Company on the Official List is no longer in the best interests of the Company and its shareholders. Factors the Directors have considered include the following:
• Predominance of AIM listing - Since the Company became listed on AIM on 7 September 2015, AIM has become the more dominant exchange for Harvest with approximately 72% of Harvest's listed securities being traded on AIM.
• Low liquidity on ASX - The low trading volume and liquidity of Harvest shares on the Official List is such that any significant trading leads to increased daily volatility on the Official List. This volatility may prevent investors from making an accurate assessment of the actual value of the Company.
• Limited operations in Australia - The Company's current assets comprise of its interests in projects located in Brazil. It is the Company's present intention to continue to explore and develop project opportunities in Brazil. Other than a registered office Harvest does not have any direct Australian interests and a number of board members are now based in the UK.
• Lack of Australian investor interest - Australian institutional and retail investor interest in the Company is low and remains low despite continued efforts by the Company to attract and retain investors based in Australia.
• Costs - Maintaining a dual listing adds additional costs to the Company's business. Additionally, there are indirect costs associated with the need to devote management's time attending to matters relating to the ASX listing which could be directed elsewhere if the Company was listed on AIM only. Accordingly, the costs of the Company remaining listed on the Official List outweigh the benefits of maintaining that listing.
Harvest has obtained in-principle advice from ASX in relation to ASX's position regarding the request by the Company to be removed from the Official List. ASX has advised Harvest that ASX would be likely to remove the Company from the Official List on a date to be decided by ASX, subject to compliance with the following conditions:
• Harvest sending a notice in form and substance satisfactory to ASX ("Notice") to all security holders whose securities are held on the Company's Australian register ("Australian Shareholders") detailing the following:
o the nominated time and date at which the entity will be removed from the Official List ("Nominated Time");
o Australian Shareholders who wish to sell their securities on ASX will need to do so before the Nominated Time;
o Australian Shareholders who do not sell their securities on ASX before the Nominated Time will only be able to sell them on-market on AIM; and
o generally what Australian Shareholders will need to do to sell their securities on AIM.
• The removal not taking place any earlier than one month after the date on which the Notice has been sent to all Australian Shareholders.
• Harvest releasing to the market the full terms of ASX's decision in respect to its formal application to be removed from the Official List.
Harvest will comply with the above conditions and is proposing to send the Notice to all Australian Shareholders on or around Friday, 3 June 2016.
Harvest will seek to maintain its listing on ASX for approximately five weeks after the Notice is sent to all Australian Shareholders. On the condition that the Notice is sent to all Australian Shareholders on Friday, 3 June 2016, Harvest has requested the Nominated Time for Harvest's removal from the Official List be 4:00pm (AEST) on Friday, 8 July 2016.
Prior to the Nominated Time, trading in Harvest shares will continue on an uninterrupted basis on the ASX.
Following Harvest's removal from the Official List:
• Australian Shareholders will have their CHESS holdings converted to the issuer sponsored sub-register on the Australian register (which will continue to be maintained on Harvest's behalf by Automic Registry Services). This process will occur automatically and no action will be required by an Australian Shareholder. The sub-register will be treated as unlisted and accordingly the securities held by Australian Shareholders will not be able to be traded on the ASX; and
• in order to trade Harvest securities on AIM, Australian Shareholders will need to convert their Harvest shares into "depository interests" to facilitate trading via CREST. CREST is a UK computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form and transferred otherwise than by written instrument. CREST is a voluntary system and those who wish to continue to hold their Harvest shares on the Australian register, will be able to do so (although this will preclude the holder from being able to trade those Harvest shares on AIM).
Harvest's UK share registry, Computershare Investor Services PLC ("Computershare UK"), holds and issues "depository interests" in respect of, and representing, on a one-for-one basis, Harvest shares ("Harvest Dis").
Holders of Harvest's DIs will have the same rights as holders of Harvest shares, including but not limited to, the right to:
• receive notices of meetings and other notices issued by Harvest;
• exercise the voting rights attached to the underlying Harvest shares; and
• receive any dividends paid by Harvest from time to time with Harvest shareholders.
The Harvest DIs will be independent securities and will be held on a Depositary register maintained by Computershare UK. The Harvest DIs will have the same security code and international securities identification number as the underlying Harvest shares which they represent and will not require a separate admission to trading on AIM.
Australian Shareholders wishing to hold their Harvest DIs in CREST or trade Harvest DIs on AIM will be required to wait until they have received their holding statement for their Harvest shares and engage the service of a broker who is able to accept the Depositary Interests into the CREST, and then proceed to convert those Harvest shares to Harvest DIs.
To assist Australian Shareholders who may want to trade Harvest DIs on AIM following Harvest's removal from the Official List, Harvest is in the process of appointing a broker to facilitate trading in Harvest DIs for a period of three months following Harvest's removal from the Official List.
Alternatively, Australian Shareholders can contact an authorised UK stockbroker and establish an account with them or an Australian stockbroker who has an existing account with UK stockbrokers that they can utilise for the purpose of trading in AIM securities (such as Harvest DIs) by their clients. Upon request, Harvest can provide contact details for such UK or Australian stockbrokers who can facilitate trading of Harvest DIs on AIM.
Australian Shareholders who have any questions in relation to CREST or Harvest DIs should contact Automic Registry Services (Harvest's Australian share registry) on +61 (08) 9324 2099.
ENQUIRES:
Brian McMaster, Chairman Harvest Minerals Limited Tel: +61 (0) 8 9200 1847
Stand Hanson Limited Rory Murphy Tel: +44 20 7409 3494
(Nominated & Financial Adviser) James Spinney
Ritchie Balmer
Buchanan
(Financial PR Adviser) Bobby Morse Tel: +44 20 7466 5000
Anna Michniewicz