14 Jul 2017 07:00
AIM ANNOUNCEMENT | 14 July 2017 |
SMALL HOLDING SALE FACILITY
Metminco Limited (Metminco or the Company) (ASX: MNC; AIM: MNC) is pleased to announce that pursuant to its constitution it has established a share sale facility (Sale Facility) for shareholders who hold a Small Holding of shares in the Company (Small Shareholders).
Under ASX Listing Rules and the Company's constitution a Small Holding is defined as:
· a shareholding with a market value of less than A$500, and therefore
· any shareholding of 11,111 shares or less in the Company, based on the closing share price of 4.5 cents on the Record Date (Monday, 10 July 2017) is deemed to be a Small Holding.
Metminco is offering the Sale Facility to provide the opportunity for eligible shareholders to sell their Small Holding without incurring any brokerage or handling costs. The Company also aims to reduce its costs associated with maintaining its share register.
Details of the Sale Facility are contained in the attached letter and information pack which was sent to eligible Small Shareholders today.
Eligible Small Shareholders should note that Metminco will be entitled to sell their shares if they do not take action to retain their shareholding as outlined in the attached letter. The closing date for eligible Small Shareholders to elect to retain their shareholding in Metminco is 5.00pm (AEST) on Friday, 25 August 2017.
For more information please refer to the attached letter and information pack.
William Howe
Managing Director
METMINCO LIMITED
This announcement contains inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014
Metminco Limited ABN 43 119 759 349 ASX Code: MNC.AX; AIM Code: MNC.L |
| Suite 401, 6 Help Street, Chatswood, NSW, 2067 Tel: +61 (0) 2 9460 1856; Fax: +61 (0) 2 9460 1857 |
www.metminco.com.au | ||
Level 4, 6 Help Street
Chatswood NSW 2067 Australia
T: +61 (0)2 9460 1856
F: +61 (0)2 9460 1857
13 July 2017
[Shareholder]
[Address]
SALE OF YOUR SMALL HOLDING IN METMINCO LIMITED
Dear Shareholder,
I am writing to you to advise that Metminco Limited (Metminco or the Company) has established a share sale facility (the Sale Facility) for eligible small shareholders to sell their shareholding in the Company without incurring any brokerage or handling costs.
The Sale Facility is available to Shareholders with a holding in the Company with a market value of less than $500 (Small Holding) as at 5.00pm AEST on Monday, 10 July 2017 (Record Date).
[1] All dollar amounts referred to in this notice are in Australian dollars.
Metminco is offering the Sale Facility to assist Shareholders who wish to liquidate their Small Holding, but who find doing so difficult or time consuming with the brokerage cost often high. The proposed sale of your Small Holding provides you with a convenient and brokerage free way to sell your Shares easily.
No owner of a Small Holding who wishes to retain their Metminco Shares will be compelled to sell their holding.
Small Holdings
Based on the closing price of $0.045 per Share at the close of trade on the Record Date, a Small Holding is any holding of 11,111 Shares or less. Our records show that as at the Record Date you held a Small Holding.
Unless you inform us that you wish to retain your Small Holding, the Company intends to sell your Small Holding. The Shares will be sold at $0.0465 per Share being the 5 Day VWAP preceding the Record Date. You will not pay any brokerage or other transaction costs associated with the sale.
If you wish to retain your Shares, you will need to complete and return the enclosed Share Retention Form.
Summary of key dates
Record Date | Monday, 10 July 2017 |
Dispatch Date of Notice to Holders of Small Holdings and Share Retention Form | Thursday, 13 July 2017 |
Announcement Date | Friday, 14 July 2017 |
Closing Date | Friday, 25 August 2017 |
Settlement Date | Wednesday, 30 August 2017 |
What you need to do
If you wish to sell your Small Holding, you do not need to take any action. Your Shares will be sold after the Closing Date at $0.0465 per Share. Proceeds of the sale of your Small Holding, subject to the proceeds being in excess of $2.00, will be sent to you in the mail by cheque as soon as practical thereafter. If your proceeds are less than $2.00, the Company will donate the proceeds to the Cancer Council NSW (ACN 116 463 846) on your behalf.
If you do not wish to sell your Small Holding
Complete and return the enclosed Share Retention Form to:
Metminco Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235Australia
To be received no later than 5.00pm AEST on Friday, 25 August 2017.
How will your Metminco Shares be sold:
The Company has arranged for Martin Place Securities to buy the Small Holdings at A$0.0465 per Share after the Closing Date.
The Company reserves the right to vary, delay or cancel the sale of your Small Holding and not proceed with any sale of Shares at any time before your Small Holding is sold.
Important information
The Company makes no recommendation as to whether you should hold or sell your Small Holding. You should seek independent professional advice; when deciding whether or not to elect to retain your Shares; the taxation implications of that decision; or if you have any questions on how the sale of your Small Holding may affect you.
The taxation implications for each investor may vary depending on their particular circumstances. Accordingly, it is recommended that you seek your own professional advice in relation to the taxation implications associated with us selling your Small Holding.
Further information
For further information please read the enclosed information pack. If you have any questions about the contents of this letter or general questions about the proposal, please contact:
Link Market Services Limited
Phone: 1300 554 474
Email: registrars@linkmarketservices.com.au
Yours sincerely,
Philip Killen
CFO and Company Secretary
METMINCO LIMITED
INFORMATION PACK FOR THE SMALL HOLDING SALE FACILITY
What is a Small Holding of shares?
A Small Holding of shares is a holding of Shares valued at less than $500 as at the close of trade on the Record Date. Based on the price of Metminco's Shares at the Record Date ($0.045), this equates to a holding of 11,111 Shares or less.
Where does the Company's authority come from?
Under ASX Listing Rule 15.13 and clause 9.6 of the Company's constitution, the Company may notify shareholders with a Small Holding that it intends to sell their Shares.
What is the price of the Shares?
The closing price of Metminco Shares at the Record Date was $0.045. You should note that the share price changes frequently and more recent prices are available in newspapers and from the Company's website: www.metminco.com.au or the ASX website (www.asx.com.au) under code MNC.
What do I have to do to sell my Shares through the Sale Facility?
If you wish to sell your Shares under the Sale Facility you do not need to take any action. Your Shares will be sold on your behalf and the proceeds of the sale, subject to the proceeds being in excess of $2.00, will be sent to you in the mail by cheque as soon as practical thereafter. If your proceeds are less than $2.00, the Company will donate the proceeds to the Cancer Council NSW (ACN 116 463 846) on your behalf.
You should not complete the enclosed Share Retention Form if you want your Shares sold under the Sale Facility.
What price will I receive for shares sold through the Sale Facility?
The price that you receive for your Shares under the Sale Facility will be $0.0465 per Share being the 5 Day VWAP preceding the Record Date.
When will the proceeds from the sale of Shares be sent to me?
Payment will be sent to you following settlement of the sale as soon as practical thereafter.
Payment will be made in Australian dollars by cheque. You will be notified by way of a transaction confirmation statement of the number of your Shares that have been sold, the price and total sale proceeds. The transaction confirmation statement and cheque will be sent by post to your address as shown in the Company's share register.
What do I have to do if I wish to retain my Shares?
If you wish to retain your Shares, you must sign and return the enclosed Share Retention Form so that it is received before the Closing Date, being no later than 5.00pm AEST on Friday, 25 August 2017. It is your responsibility to allow sufficient time for this to be received. Please note that the Company does not accept responsibility for the time taken by Australia Post for delivery.
If your Share Retention Form is not received by the Closing Date, and you have not otherwise validly notified the Company that you wish to retain your Shares by that time, the Company will be entitled to have your Shares sold for you.
Your Share Retention Form must be sent to:
Metminco Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235Australia
To be received no later than 5.00pm AEST on Friday, 25 August 2017.
If I buy more Shares so that the value of my holding is $500 or more at 5.00pm AEST on the Closing Date will I retain my holding?
For a purchase of Shares to be an effective notification that you wish to retain your Shares, any additional Shares acquired must be registered by 5.00pm AEST on Friday, 25 August 2017 under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Share Retention Form.
What if I have more than one holding?
If you have more than one holding of Shares and you do not want to sell your Shares under the Sale Facility, you should consider consolidating them prior to the Closing Date. This may result in your amalgamated holding no longer being a Small Holding. For further advice regarding this please contact:
Link Market Services Limited
Phone: 1300 554 474
Email: registrars@linkmarketservices.com.au
What if my Shares are held in a CHESS Holding?
If your shares remain in a CHESS holding at 5.00pm AEST on Friday, 25 August 2017 the Company may move those Shares to an Issuer Sponsored Holding without any further notice to you and the Shares will be sold through the Sale Facility.
Where can I get further information?
If you have any questions concerning your shareholding please contact:
Link Market Services Limited
Phone 1300 554 474
Email: registrars@linkmarketservices.com.au
What if I do not know what to do?
This information pack and accompanying letter does not constitute advice nor a recommendation to buy, sell or hold Shares nor that the Sale Facility is the best way to sell your Small Holding. If you are in doubt about what to do, you should consult your legal, financial or taxation adviser.
Important Notes
Metminco reserves the right to change any of the dates referred to in the accompanying letter by notice to the ASX. The Directors may, before a sale is affected under the Sale Facility, suspend or terminate the Sale Facility, either generally or in specific cases.
For further information, please contact: METMINCO LIMITED |
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Phil Killen |
| Office: +61 (0) 2 9460 1856 |
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NOMINATED ADVISOR AND BROKER |
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RFC Ambrian |
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Australia |
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Will Souter / Nathan Forsyth |
| Office: +61 (0) 2 9250 0000 |
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United Kingdom |
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Charlie Cryer |
| Office: +44 (0) 20 3440 6800 |
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JOINT BROKER |
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SP Angel Corporate Finance LLP (UK) |
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Ewan Leggat |
| Office: +44 (0) 20 3470 0470 |
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PUBLIC RELATIONS |
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Camarco United Kingdom |
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Gordon Poole / Tom Huddart |
| Office: + 44 (0) 20 3757 4997 |
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MEDIA Media & Capital Partners Australia |
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Luke Forrestal |
| Office: + 61 (0) 411 479 144 |
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Forward Looking Statement
All statements other than statements of historical fact included in this announcement including, without limitation, statements regarding future plans and objectives of Metminco are forward-looking statements. When used in this announcement, forward-looking statements can be identified by words such as ''anticipate", "believe", "could", "estimate", "expect", "future", "intend", "may", "opportunity", "plan", "potential", "project", "seek", "will" and other similar words that involve risks and uncertainties.
These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its directors and management of Metminco that could cause Metminco's actual results to differ materially from the results expressed or anticipated in these statements.
The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Metminco does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and stock exchange listing