6 Aug 2012 10:28
6 August 2012
PROSPECTUS NOTIFICATION LETTERS
Oilex Ltd ("Oilex" ASX: OEX, AIM: OEX) advises that letters to Oilex Shareholders, Option holders and Employee Performance Rights holders will be distributed notifying of the renounceable entitlement offer. Copies of the notices are attached.
For further information, please contact:
Oilex Ltd | +61 (0)8 9485 3200 | (Australia) |
Bruce McCarthy Managing Director oilex@oilex.com.au | ||
Ben Clube Finance Director oilex@oilex.com.au | ||
Patersons Securities Limited (Australian Broker) | +61 (0)8 9263 1111 | (Australia) |
RFC Ambrian Limited (Nominated Adviser and Joint AIM Broker) | ||
Samantha Harrison samantha.harrison@rfcambrian.com | +44 (0) 20 3440 6800 | (UK) |
N+1 Brewin LLP (Joint AIM Broker) | ||
Nick Tulloch nick.tulloch@nplus1brewin.com | +44 (0) 131 225 2566 | (UK) |
Tavistock Communications | +44 (0)207 920 3150 | (UK) |
Ed Portman eportman@tavistock.co.uk | +44 (0)7733 363 501 | (UK) |
6 August 2012
Dear Shareholder
Oilex Ltd ("Oilex") Renounceable Entitlement Offer - Notice to Shareholders
This letter is to notify you that on 2 August 2012 Oilex Ltd (the "Company") announced that it is seeking to raise approximately A$7.09 million by undertaking a 2 for 5 fully underwritten pro-rata renounceable entitlement offer of ordinary shares at an issue price of A$0.07 per ordinary share (the "New Shares") with one new option (exercisable up to 7 September 2015 at A$0.15 per option) (the "New Options") attaching to every 2 New Shares subscribed for (the "Entitlement Offer").
Purpose of the Entitlement Offer
The purpose of the Entitlement Offer is to raise funds which are anticipated to be applied as follows:
Use of proceeds | A$ millions (approximately) |
Cambay offset well drilling, engineering design, subsurface studies and field operations and production test. | 5.4 |
General working capital purposes | 1.0 |
Costs associated with the Entitlement Offer | 0.7 |
Total | 7.1 |
Underwriting of Entitlement Offer
The Entitlement Offer is fully underwritten by Patersons Securities Limited ("Patersons"). Patersons will receive an advisory fee of $60,000, a management fee of 1.5% of the total amount raised and an underwriting fee of 4.5% of the total amount underwritten. The Company will also grant, subject to shareholder approval, 101,329,954 options exercisable up to 7 September 2015 at A$0.15 per option to Patersons and the sub-underwriters. If shareholder approval is not obtained for the grant of the options, Patersons (and the sub-underwriters) will receive a fee of $1,013,299, which will be paid partly from the proceeds of the Entitlement Offer.
Prospectus and Entitlement Offer details
Details of the Entitlement Offer can be found in the Prospectus lodged with ASIC and sent to ASX on 6 August 2012 which is available from www.oilex.com.au. The Entitlement Offer is being made only to Eligible Shareholders (as described below) and the Company will be despatching a Prospectus and Entitlement and Acceptance Form to Eligible Shareholders in accordance with the timetable below.
The Entitlement Offer is renounceable, which means that rights to participate in the offer can be sold on the ASX (and depositary interests representing interests in Oilex Ltd ordinary shares ("Depositary Interests") can be traded on AIM). Patersons will be appointed as nominee for Ineligible Shareholders and will sell their rights and remit the funds of the sale to them (if any). To the extent that shareholders entitled to participate in the offer do not take up their rights, those rights will lapse. Eligible Shareholders may also apply for additional New Shares over and above their entitlement.
The New Shares issued pursuant to the Entitlement Offer will rank equally in all respects from the date of allotment with existing fully paid ordinary shares. Fractional entitlements will be rounded up to the nearest whole new share.
If you hold Depositary Interests you will also have the opportunity to take up some or all of your interest in the entitlement being offered via Computershare Investor Services PLC (as Depositary). Computershare Investor Services PLC will be notifying Depositary Interest holders of the Entitlement Offer, how they may apply for new Depositary Interests and will send Depositary Interest holders an acceptance form.
Timetable
Summary of Principal Dates | |
Announcement of Entitlement Offer | 2 August 2012 |
Lodgement of Prospectus for the Entitlement Offer | 6 August 2012 |
ASX trading in Entitlements commences and Shares quoted on an "Ex" basis (trading in Depositary Interests rights on AIM commences on 15 August 2012) | 9 August 2012 |
Record Date (14 August 2012 5.00pm (BST) for Depositary Interest holders) | 5.00pm (WST) 15 August 2012 |
Prospectus and Entitlement and Acceptance Forms despatched | 16 August 2012 |
Entitlement Offer opens | 16 August 2012 |
Entitlements trading ceases on ASX and Depositary Interests rights trading ceases on AIM | 23 August 2012 |
Entitlement Offer closes | 5.00pm (WST) 30 August 2012 |
Entitlement Offer shortfall notification to ASX | 4 September 2012 |
Allotment and despatch of holding statements for New Securities | 7 September 2012 |
Issue of New Shares and New Options | 7 September 2012 |
All dates are subject to change and accordingly are indicative only. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend this indicative timetable and in particular, to extend the Closing Date or to withdraw the Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date of allotment and issue of New Shares and New Options.
Eligible Shareholders
The following shareholders are entitled to participate in the Entitlement Offer ("Eligible Shareholders"):
(a) shareholders registered as holders of shares at the Record Date (being 5.00pm (WST) on Wednesday, 15 August 2012) and with a registered address in Australia, New Zealand or the United Kingdom; and
(b) certain shareholders registered as holders of shares at the Record Date who are resident in other jurisdictions who contact or are contacted by the Company and can demonstrate to the satisfaction of the Company that their participation in the Entitlement Offer would not constitute a violation of applicable securities laws in that jurisdiction.
All shareholders who are not Eligible Shareholders, are ineligible shareholders ("Ineligible Shareholders").
Ineligible Shareholders
Ineligible Shareholders will not be entitled to participate in the Entitlement Offer. The Company has determined that it would be unreasonable on this occasion to extend the Entitlement Offer to Ineligible Shareholders having regard to the number of securities held by Ineligible Shareholders and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to Ineligible Shareholders in various jurisdictions. I trust you understand the Company's position on this matter.
This notice does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned in this notice (Securities) have not been, and will not be, registered under the United States Securities Act of 1933 (Securities Act). Accordingly, the Securities may not be offered, exercised, taken up, transferred or sold in the United States in the absence of either registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer in the United States.
You should consider the Prospectus in deciding whether to participate in the Entitlement Offer. Anyone who wants to participate in the Entitlement Offer will need to complete the application form that will be in, or will accompany, the Prospectus.
If you have any questions relating to the Entitlement Offer please contact the Company on +61 8 9485 3200 or Security Transfer Registrars Pty Ltd on +61 8 9315 2333.
The directors of the Company urge you to read the Prospectus carefully and seek advice from your professional advisers if you have any questions. This letter is to inform you of the Entitlement Offer. You are not required to do anything in response to this letter.
Yours faithfully,
Ben Clube
Finance Director & Company Secretary
6 August 2012
Dear Option Holder
Oilex Ltd ("Oilex") Renounceable Entitlement Offer - Notice to Option Holders
This letter is to notify you that on 2 August 2012 Oilex Ltd (the "Company") announced that it is seeking to raise approximately A$7.09 million by undertaking a 2 for 5 fully underwritten pro-rata renounceable entitlement offer of ordinary shares at an issue price of A$0.07 per ordinary share (the "New Shares") with one new option (exercisable up to 7 September 2015 at A$0.15 per option) (the "New Options") attaching to every 2 New Shares subscribed for (the "Entitlement Offer").
Purpose of the Entitlement Offer
The purpose of the Entitlement Offer is to raise funds which are anticipated to be applied as follows:
Use of proceeds | A$ millions (approximately) |
Cambay offset well drilling, engineering design, subsurface studies and field operations and production test. | 5.4 |
General working capital purposes | 1.0 |
Costs associated with the Entitlement Offer | 0.7 |
Total | 7.1 |
Underwriting of Entitlement Offer
The Entitlement Offer is fully underwritten by Patersons Securities Limited ("Patersons"). Patersons will receive an advisory fee of $60,000, a management fee of 1.5% of the total amount raised and an underwriting fee of 4.5% of the total amount underwritten. The Company will also grant, subject to shareholder approval, 101,329,954 options exercisable up to 7 September 2015 at A$0.15 per option to Patersons and the sub-underwriters. If shareholder approval is not obtained for the grant of the options, Patersons (and the sub-underwriters) will receive a fee of $1,013,299, which will be paid partly from the proceeds of the Entitlement Offer.
Prospectus and Entitlement Offer details
Details of the Entitlement Offer can be found in the Prospectus lodged with ASIC and sent to ASX on 6 August 2012 which is available from www.oilex.com.au. The Entitlement Offer is being made only to Eligible Shareholders (as described below) and the Company will be despatching a Prospectus and Entitlement and Acceptance Form to Eligible Shareholders in accordance with the timetable below.
The Entitlement Offer is renounceable, which means that rights to participate in the offer can be sold on the ASX (and depositary interests representing interests in Oilex Ltd ordinary shares ("Depositary Interests") can be traded on AIM). Patersons will be appointed as nominee for Ineligible Shareholders and will sell their rights and remit the funds of the sale to them (if any). To the extent that shareholders entitled to participate in the offer do not take up their rights, those rights will lapse. Eligible Shareholders may also apply for additional New Shares over and above their entitlement.
The New Shares issued pursuant to the Entitlement Offer will rank equally in all respects from the date of allotment with existing fully paid ordinary shares. Fractional entitlements will be rounded up to the nearest whole new share.
If you hold Depositary Interests you will also have the opportunity to take up some or all of your interest in the entitlement being offered via Computershare Investor Services PLC (as Depositary). Computershare Investor Services PLC will be notifying Depositary Interest holders of the Entitlement Offer, how they may apply for new Depositary Interests and will send Depositary Interest holders an acceptance form.
Timetable
Summary of Principal Dates | |
Announcement of Entitlement Offer | 2 August 2012 |
Lodgement of Prospectus for the Entitlement Offer | 6 August 2012 |
ASX trading in Entitlements commences and Shares quoted on an "Ex" basis (trading in Depositary Interests rights on AIM commences on 15 August 2012) | 9 August 2012 |
Record Date (14 August 2012 5.00pm (BST) for Depositary Interest holders) | 5.00pm (WST) 15 August 2012 |
Prospectus and Entitlement and Acceptance Forms despatched | 16 August 2012 |
Entitlement Offer opens | 16 August 2012 |
Entitlements trading ceases on ASX and Depositary Interests rights trading ceases on AIM | 23 August 2012 |
Entitlement Offer closes | 5.00pm (WST) 30 August 2012 |
Entitlement Offer shortfall notification to ASX | 4 September 2012 |
Allotment and despatch of holding statements for New Securities | 7 September 2012 |
Issue of New Shares and New Options | 7 September 2012 |
All dates are subject to change and accordingly are indicative only. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend this indicative timetable and in particular, to extend the Closing Date or to withdraw the Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date of allotment and issue of New Shares.
All dates are subject to change and accordingly are indicative only. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend this indicative timetable and in particular, to extend the Closing Date or to withdraw the Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date of allotment and issue of New Shares and New Options.
Eligible Shareholders
The following shareholders are entitled to participate in the Entitlement Offer ("Eligible Shareholders"):
(a) shareholders registered as holders of shares at the Record Date (being 5.00pm (WST) on Wednesday, 15 August 2012) and with a registered address in Australia, New Zealand or the United Kingdom; and
(b) certain shareholders registered as holders of shares at the Record Date who are resident in other jurisdictions who contact or are contacted by the Company and can demonstrate to the satisfaction of the Company that their participation in the Entitlement Offer would not constitute a violation of applicable securities laws in that jurisdiction.
All shareholders who are not Eligible Shareholders, are ineligible shareholders ("Ineligible Shareholders").
Option holders
Your holding of options in Oilex does not entitle you to participate in the Entitlement Offer unless you exercise your options, and are entered into the register as a shareholder, on or before the Record Date. If you wish to participate in the Entitlement Offer in respect of options which you hold, you will need to exercise those options and pay the current exercise price in accordance with the terms of your options well in advance of the Record Date to ensure that you are registered as a shareholder at that date.
If you do not wish to participate in the Entitlement Offer (in respect of your options) you do not need to take any action in respect of your options prior to the Record Date.
You should consider the Prospectus in deciding whether to participate in the Entitlement Offer. Anyone who wants to participate in the Entitlement Offer will need to complete the application form that will be in, or will accompany, the Prospectus.
If you have any questions relating to the Offer please contact the Company on +61 8 9485 3200.
The directors of the Company urge you to read the Prospectus carefully and seek advice from your professional advisers if you have any questions. This letter is to inform you of the Entitlement Offer. You are not required to do anything in response to this letter.
Yours faithfully,
Ben Clube
Finance Director & Company Secretary
6 August 2012
Dear Employee Performance Rights Holder
Oilex Ltd ("Oilex") Renounceable Entitlement Offer - Notice to Employee Performance Rights Holders
This letter is to notify you that on 2 August 2012 Oilex Ltd (the "Company") announced that it is seeking to raise approximately A$7.09 million by undertaking a 2 for 5 fully underwritten pro-rata renounceable entitlement offer of ordinary shares at an issue price of A$0.07 per ordinary share (the "New Shares") with one new option (exercisable up to 7 September 2015 at A$0.15 per option) (the "New Options") attaching to every 2 New Shares subscribed for (the "Entitlement Offer").
Purpose of the Entitlement Offer
The purpose of the Entitlement Offer is to raise funds which are anticipated to be applied as follows:
Use of proceeds | A$ millions (approximately) |
Cambay offset well drilling, engineering design, subsurface studies and field operations and production test. | 5.4 |
General working capital purposes | 1.0 |
Costs associated with the Entitlement Offer | 0.7 |
Total | 7.1 |
Underwriting of Entitlement Offer
The Entitlement Offer is fully underwritten by Patersons Securities Limited ("Patersons"). Patersons will receive an advisory fee of $60,000, a management fee of 1.5% of the total amount raised and an underwriting fee of 4.5% of the total amount underwritten. The Company will also grant, subject to shareholder approval, 101,329,954 options exercisable up to 7 September 2015 at A$0.15 per option to Patersons and the sub-underwriters. If shareholder approval is not obtained for the grant of the options, Patersons (and the sub-underwriters) will receive a fee of $1,013,299, which will be paid partly from the proceeds of the Entitlement Offer.
Prospectus and Entitlement Offer details
Details of the Entitlement Offer can be found in the Prospectus lodged with ASIC and sent to ASX on 6 August 2012 which is available from www.oilex.com.au. The Entitlement Offer is being made only to Eligible Shareholders (as described below) and the Company will be despatching a Prospectus and Entitlement and Acceptance Form to Eligible Shareholders in accordance with the timetable below.
The Entitlement Offer is renounceable, which means that rights to participate in the offer can be sold on the ASX (and depositary interests representing interests in Oilex Ltd ordinary shares ("Depositary Interests") can be traded on AIM). Patersons will be appointed as nominee for Ineligible Shareholders and will sell their rights and remit the funds of the sale to them (if any). To the extent that shareholders entitled to participate in the offer do not take up their rights, those rights will lapse. Eligible Shareholders may also apply for additional New Shares over and above their entitlement.
The New Shares issued pursuant to the Entitlement Offer will rank equally in all respects from the date of allotment with existing fully paid ordinary shares. Fractional entitlements will be rounded up to the nearest whole new share.
If you hold Depositary Interests you will also have the opportunity to take up some or all of your interest in the entitlement being offered via Computershare Investor Services PLC (as Depositary). Computershare Investor Services PLC will be notifying Depositary Interest holders of the Entitlement Offer, how they may apply for new Depositary Interests and will send Depositary Interest holders an acceptance form.
Timetable
Summary of Principal Dates | |
Announcement of Entitlement Offer | 2 August 2012 |
Lodgement of Prospectus for the Entitlement Offer | 6 August 2012 |
ASX trading in Entitlements commences and Shares quoted on an "Ex" basis (trading in Depositary Interests rights on AIM commences on 15 August 2012) | 9 August 2012 |
Record Date (14 August 2012 5.00pm (BST) for Depositary Interest holders) | 5.00pm (WST) 15 August 2012 |
Prospectus and Entitlement and Acceptance Forms despatched | 16 August 2012 |
Entitlement Offer opens | 16 August 2012 |
Entitlements trading ceases on ASX and Depositary Interests rights trading ceases on AIM | 23 August 2012 |
Entitlement Offer closes | 5.00pm (WST) 30 August 2012 |
Entitlement Offer shortfall notification to ASX | 4 September 2012 |
Allotment and despatch of holding statements for New Securities | 7 September 2012 |
Issue of New Shares and New Options | 7 September 2012 |
All dates are subject to change and accordingly are indicative only. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend this indicative timetable and in particular, to extend the Closing Date or to withdraw the Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date of allotment and issue of New Shares and New Options.
Eligible Shareholders
The following shareholders are entitled to participate in the Entitlement Offer ("Eligible Shareholders"):
(a) shareholders registered as holders of shares at the Record Date (being 5.00pm (WST) on Wednesday, 15 August 2012) and with a registered address in Australia, New Zealand or the United Kingdom; and
(b) certain shareholders registered as holders of shares at the Record Date who are resident in other jurisdictions who contact or are contacted by the Company and can demonstrate to the satisfaction of the Company that their participation in the Entitlement Offer would not constitute a violation of applicable securities laws in that jurisdiction.
All shareholders who are not Eligible Shareholders, are ineligible shareholders ("Ineligible Shareholders").
Employee Performance Rights Holders
Your holding of employee performance rights ("EPR") in Oilex does not entitle you to participate in the Entitlement Offer unless you exercise your EPR's, and are entered into the register as a shareholder, on or before the Record Date. If you wish to participate in the Entitlement Offer in respect of EPR's which you hold, you will need to exercise those EPR's well in advance of the Record Date to ensure that you are registered as a shareholder at that date.
If you do not wish to participate in the Entitlement Offer (in respect of your EPR) you do not need to take any action in respect of your EPR's prior to the Record Date.
You should consider the Prospectus in deciding whether to participate in the Entitlement Offer. Anyone who wants to participate in the Entitlement Offer will need to complete the application form that will be in, or will accompany, the Prospectus.
If you have any questions relating to the Entitlement Offer please contact the Company on +61 8 9485 3200.
The directors of the Company urge you to read the Prospectus carefully and seek advice from your professional advisers if you have any questions. This letter is to inform you of the Entitlement Offer. You are not required to do anything in response to this letter.
Yours faithfully,
Ben Clube
Finance Director & Company Secretary