TIDMFME
RNS Number : 1222Y
Future Metals NL
29 December 2023
29 December 2023
Future Metals NL
Entitlement Issue Details for Depository Interest Holders
Not for release to US wire services or distribution in the
United States
Future Metals NL ("Future Metals" or the "Company", ASX | AIM:
FME ) announces, further to its announcement of 15 December 2023,
additional details of the Entitlement Issue in respect of the
Company's Depository Interest holders ("DI Holders"). Unless
otherwise defined herein, capitalised terms shall have the same
meanings as ascribed to them in the Company's RNS announcement
dated 15 December 2023.
In recognition of their continued support to the Company, the
Company considers it important that, where reasonably practicable,
shareholders have an opportunity to participate in equity
fundraisings. Accordingly, Future Metals is providing Eligible
Shareholders with the opportunity to participate in the Entitlement
Issue to raise approximately A$3.3 million (approximately GBP1.7
million) (before expenses), which has been fully underwritten.
Under the Entitlement Issue, eligible DI Holders can subscribe
for one New Share for every four existing Ordinary Shares (or
Depository Interests) held, at a price of 1.6 pence per Ordinary
Share. To be eligible for the Entitlement Issue, DI Holders
(including underlying shareholders in nominee accounts) must have a
registered address on the share register in Australia, New Zealand
or the United Kingdom, as at the record date of 2 January 2024.
Eligible DI Holders will also be issued the opportunity to apply
for additional New Shares, above their entitlement, from any
shortfall that may arise under the Entitlement Issue, however these
are subject to scale-back at the Company's discretion.
Under the terms of the Entitlement Issue, one free attaching
Entitlement Option will be issued for every two New Shares issued,
with each Entitlement Option being exercisable at a price of A$0.10
per share and having an expiry date of 11 June 2024. Fractional
entitlements will be rounded down to the nearest whole number. The
Entitlement Options will not be issued in CREST; they will be
issued in certificated form by Computershare Investor Services Pty
Ltd, Australia.
Based on the number of existing Ordinary Shares in issue as at
the date of this announcement, a total of approximately 110,554,930
New Shares and up to 55,277,465 Entitlement Options will be issued
under the Entitlement Issue (assuming no new Ordinary Shares are
issued following this announcement and prior to the Record
Date).
Shareholders in the United Kingdom should note that the
Entitlement Issue is akin to an open offer, and it is not a rights
issue. Rights to subscribe for New Shares (or Depositary Interests)
under the Entitlement Issue cannot be traded, and any surplus New
Shares (or Depositary Interests) not applied for will not be sold
in the market or placed for the benefit of shareholders who do not
apply under the Entitlement Issue.
If you require any assistance, Depositary Interest Holders
should contact Computershare Investor Services PLC on +44 (0) 370
707 4040 for further information.
EXPECTED TIMETABLE OF KEY EVENTS FOR DI HOLDERS
Ex-entitlement Date of the Entitlement 29 December 2023
Issue
Record Date for entitlements under the Close of business on 2 January
Entitlement Issue 2024
Entitlement Issue's Basic Entitlements 5 January 2024
and Excess (Shortfall) Entitlements credited
to stock accounts of eligible DI holders
in CREST
Latest time of settlement of relevant 1.00 p.m. on 18 January 2024
CREST instructions for Entitlement Issue
Announcement of results of Entitlement 23 January 2024
Issue
Admission of the New Shares to trading 8:00 a.m. on or around 23 January
on AIM 2024
Crediting of CREST accounts of the new 23 January 2024
depositary interests
Entitlement Issue
Each eligible DI Holder is expected to receive a credit to their
CREST stock account of their basic entitlements ("Basic
Entitlements") equal to the maximum number of New Shares ("Basic
Entitlement Shares") for which they are entitled to apply to
subscribe under the Entitlement Issue, plus a separate credit of
excess (shortfall) entitlements ("Excess (Shortfall) Entitlements")
equal to the maximum number Ordinary Shares available, being
110,554,930. Entitlements to New Shares under the Entitlement Issue
will be rounded down to the nearest whole number.
Applicants can apply for less or more than their entitlements
under the Entitlement Issue but the Company cannot guarantee that
any application for Excess (Shortfall) Entitlements will be
satisfied as this will depend in part on the extent to which other
eligible shareholders apply for less than or more than their own
entitlements. The Company may satisfy valid applications for Excess
(Shortfall) Entitlements of applicants in whole or in part but
reserves the right not to satisfy any excess above any Basic
Entitlements.
Market claims
Each of the Basic Entitlements and Excess (Shortfall)
Entitlements will constitute a separate security for the purposes
of CREST and will have a separate ISIN. Although Entitlement Issue
Entitlements and Excess (Shortfall) Entitlements will be admitted
to CREST and be enabled for settlement, applications in respect of
Entitlement Issue Entitlements and Excess (Shortfall) Entitlements
may only be made by the eligible DI Holder originally entitled or
by a person entitled by virtue of a bona fide market claim
transaction.
Transactions identified by the Euroclear's Claims Processing
Unit as "cum" the Basic Entitlements and Excess (Shortfall)
Entitlements will generate an appropriate market claim transaction
and the relevant Basic Entitlements will thereafter be transferred
accordingly. Euroclear's Claims Processing Unit will not generate
market claims for the Excess (Shortfall) Entitlements and any
eligible DI Holder who requires Excess (Shortfall) Entitlements to
be credited to their CREST account should contact Computershare on
+44 (0)370 707 4040.
USE instructions
Eligible DI Holders who are CREST members and who wish to apply
for New Shares in respect of all or some of their Basic
Entitlements and Excess (Shortfall) Entitlements must send (or, if
they are CREST sponsored members, procure that their CREST sponsor
sends) a Unmatched Stock Event (USE) instruction to Euroclear
which, on its settlement, will have the following effect:
(i) the crediting of a stock account of the Custodian under the
CREST participant ID and CREST member account ID specified below,
with a number of Basic Entitlements and Excess (Shortfall)
Entitlements corresponding to the number of New Shares applied for;
and
(ii) the creation of a CREST payment, in accordance with the
CREST payment arrangements, in favour of the payment bank of the
Custodian in respect of the amount specified in the USE instruction
which must be the full amount payable on application for the number
of New Shares referred to in (i) above.
Content of USE instructions in respect of Basic Entitlements
The USE instruction must be properly authenticated in accordance
with Euroclear's specifications and must contain, in addition to
the other information that is required for settlement in CREST, the
following details:
(i) the number of Basic New Shares for which application is
being made (and hence the number of the Entitlement Issue
Entitlement(s) being delivered to the Custodian);
(ii) the ISIN of the Basic Entitlement. This is AU0000314205 ;
(iii) the CREST participant ID of the CREST member;
(iv) the CREST member account ID of the CREST member from which
the Basic Entitlements are to be debited;
(v) the participant ID of Computershare in its capacity as a
CREST receiving agent. This is 3RA18;
(vi) the CREST member account ID of Computershare in its
capacity as a CREST receiving agent. This is FUTUREOF;
(vii) the amount payable by means of a CREST payment on
settlement of the USE instruction. This must be the full amount
payable on application for the number of New Shares referred to in
(i) above;
(viii) the intended settlement date. This must be on or before
1.00 p.m. on 18 January 2024; and
(ix) the Corporate Action Number for the Entitlement Issue. This
will be available by viewing the relevant corporate action details
in CREST.
In order for an application under the Entitlement Issue to be
valid, the USE instruction must comply with the requirements as to
authentication and contents set out above. In order to assist
prompt settlement of the USE instruction, CREST members may
consider adding the following non-mandatory fields to the USE
instruction:
(i) a contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.
Content of USE instructions in respect of Excess (Shortfall)
Entitlements
The USE instruction must be properly authenticated in accordance
with Euroclear's specifications and must contain, in addition to
the other information that is required for settlement in CREST, the
following details:
(i) the number of Excess (Shortfall) Shares for which
application is being made (and hence the number of the Excess
(Shortfall) Entitlement Issue Entitlement(s) being delivered to the
Custodian);
(ii) the ISIN of the Excess (Shortfall) Entitlement. This is AU0000316069 ;
(iii) the CREST participant ID of the CREST member;
(iv) the CREST member account ID of the CREST member from which
the Excess (Shortfall) Entitlements are to be debited;
(v) the participant ID of Computershare in its capacity as a
CREST receiving agent. This is 3RA18;
(vi) the CREST member account ID of Computershare in its
capacity as a CREST receiving agent. This is FUTUREOF;
(vii) the amount payable by means of a CREST payment on
settlement of the USE instruction. This must be the full amount
payable on application for the number of Excess (Shortfall) Shares
referred to in (i) above;
(viii) the intended settlement date. This must be on or before 1.00 p.m. on 18 January 2024
(ix) the Corporate Action Number for the Entitlement Issue. This
will be available by viewing the relevant corporate action details
in CREST.
In order for an application in respect of an Excess (Shortfall)
Entitlement Issue Entitlement under the Entitlement Issue to be
valid, the USE instruction must comply with the requirements as to
authentication and contents set out above. In order to assist
prompt settlement of the USE instruction, CREST members may
consider adding the following non-mandatory fields to the USE
instruction:
(i) a contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.
The Excess (Shortfall) Application Facility enables Qualifying
DI Holders, who have taken up their Entitlement Issue Entitlement
in full, to apply for Excess (Shortfall) Shares in Excess
(Shortfall) of their Entitlement Issue Entitlement as at the Record
Date. Any Excess (Shortfall) Shares will be allocated in accordance
with the allocation policy in the [Prospectus] and no assurance can
be given that Excess (Shortfall) applications by eligible DI
Holders will be met in full or in part or at all.
CREST procedures and timings
Qualifying DI Holders who are CREST members and CREST sponsors
(on behalf of CREST sponsored members) should note that Euroclear
does not make available special procedures in CREST for any
particular corporate action. Normal system timings and limitations
will therefore apply in relation to the input of a USE instruction
and its settlement in connection with the Entitlement Issue. It is
the responsibility of the Qualifying DI Holder concerned to take
(or, if the Qualifying DI Holder is a CREST sponsored member, to
procure that their CREST sponsor takes) the action necessary to
ensure that a valid acceptance is received as stated above by 1.00
p.m. on 18 January 2024. In this connection, Qualifying DI Holders
and (where applicable) CREST sponsors are referred in particular to
those sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
Admission to trading on AIM
Application will be made for admission of the New Shares to
trading on AIM in due course.
This announcement has been approved for release by the Board of
Future Metals NL .
For further information, please contact :
Future Metals NL +61 8 9480 0414
Jardee Kininmonth info@future-metals.com.au
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris/James Bellman
Panmure Gordon (UK) Limited (UK Broker)
John Prior/Hugh Rich/Rauf Munir +44 (0)207 886 2500
FlowComms (UK IR/PR)
Sasha Sethi +44 (0) 789 167 7441
Further Information
Validity of application
A USE instruction complying with the requirements as to
authentication and contents set out above which settles by not
later than 1.00 p.m. on 18 January 2024 will constitute a valid
application under the Entitlement Issue.
Incorrect or incomplete applications
If a USE instruction includes a CREST payment for an incorrect
sum, the Company, through Computershare, reserves the right:
(i) to reject the application in full and refund the payment to
the CREST member in question (without interest);
(ii) in the case that an insufficient sum is paid, to treat the
application as a valid application for such lesser whole number of
New Shares as would be able to be applied for with that payment at
the Issue Price, refunding any unutilised sum to the CREST member
in question (without interest); and
(iii) in the case that an Excess (Shortfall) sum is paid, to
treat the application as a valid application for all the New Shares
referred to in the USE instruction, refunding any unutilised sum to
the CREST member in question (without interest).
Effect of valid application
A CREST member who makes or is treated as making a valid
application in accordance with the above procedures thereby:
i. represents and warrants to the Company, that they have the
right, power and authority, and has taken all action necessary, to
make the application under the Issue and to execute, deliver and
exercise their Rights, and perform their obligations, under any
contracts resulting therefrom and that they are not a person
otherwise prevented by legal or regulatory restrictions from
applying for New Shares or acting on behalf of any such person on a
non-discretionary basis;
ii. agrees to pay the amount payable on application in
accordance with the above procedures by means of a CREST payment in
accordance with the CREST payment arrangements (it being
acknowledged that the payment to the Depositary's payment bank in
accordance with the CREST payment arrangements shall, to the extent
of the payment, discharge in full the obligation of the CREST
member to pay to the Company the amount payable on
application);
iii. agrees that all applications under the Issue and any
contracts or non-contractual obligations resulting therefrom shall
be governed by, and construed in accordance with, the laws of
England and Wales;
iv. con rms that in making the application they are not relying
on any information or representation in relation to the Group other
than those contained in this document or any documents incorporated
by reference, and the applicant accordingly agrees that no person
responsible solely or jointly for this document including any
document incorporated by reference or any part thereof, or involved
in the preparation thereof, shall have any liability for any such
information or representation not so contained and further agrees
that, having had the opportunity to read this document including
any documents incorporated by reference, they will be deemed to
have had notice of all the information in relation to The Company
contained in this document (including information incorporated by
reference);
v. con rms that in making the application they is not relying
and has not relied on the Company's advisors or any other person af
liated with the Company in connection with any investigation of the
accuracy of any information contained in this document or their
investment decision;
vi. con rms that no person has been authorised to give any
information or to make any representation concerning the Company or
the New Shares (other than as contained in this document) and, if
given or made, any such other information or representation should
not be relied upon as having been authorised by the Company;
vii. represents and warrants to the Company and the Depositary
that they are the eligible DI Holder originally entitled to the
Basic Entitlements and Excess (Shortfall) Entitlements or that they
have received such Basic Entitlements and Excess (Shortfall)
Securities by virtue of a bona de market claim;
viii. represents and warrants to the Company, the Depositary as
Receiving Agent and advisors to the Company that if they has
received some or all of their Basic Entitlements and Excess
(Shortfall) CREST Issue Entitlements from a person other than the
Company, they is entitled to apply under the Basic Entitlements and
Excess (Shortfall) CREST Issue in relation to such Issue
Entitlements by virtue of a bona de market claim;
ix. requests that the New Shares to which they will become
entitled be issued to him on the terms set out in this document and
subject to the memorandum and Articles of Association of the
Company;
x. represents and warrants to the Company, the Depositary and
advisors to the Company that they is not, nor is they applying on
behalf of any DI Holder who is, a citizen or resident, or which is
a corporation, partnership or other entity created or organised in
or under any laws, of the United States or any jurisdiction in
which the application for New Shares is prevented by law and they
is not applying with a view to re-issuing, re-selling, transferring
or delivering any of the New Shares which are the subject of their
application to, or for the bene t of, a DI Holder who is a citizen
or resident or which is a corporation, partnership or other entity
created or organised in or under any laws of the United States or
any jurisdiction in which the application for New Shares is
prevented by law (except where proof satisfactory to the Company
has been provided to the Company that they is able to accept the
invitation by the Company free of any requirement which it (in its
absolute discretion) regards as unduly burdensome), nor acting on
behalf of any such person on a non-discretionary basis nor (a)
person(s) otherwise prevented by legal or regulatory restrictions
from applying for New Shares under the issue; and
xi. represents and warrants to the Company, the Depositary, and
advisors to the Company that they is not, and nor is they applying
as Nominee or agent for, a person who is or may be liable to notify
and account for tax under the Stamp Duty Reserve Tax Regulations
1986 at any of the increased rates referred to in s93 (depository
receipts) or s96 (clearance services) of the Finance Act 1986.
Company's discretion as to the rejection and validity of
applications
i. treat as valid (and binding on the CREST member concerned) an
application which does not comply in all respects with the
requirements as to validity set out or referred to in this Part 1
paragraph (b) of this document;
ii. accept an alternative properly authenticated dematerialised
instruction from a CREST member or (where applicable) a CREST
sponsor as constituting a valid application in substitution for or
in addition to a USE instruction and subject to such further terms
and conditions as the Company may determine;
iii. treat a properly authenticated dematerialised instruction
(in this sub-paragraph the " rst instruction") as not constituting
a valid application if, at the time at which the Depositary,
receives a properly authenticated dematerialised instruction giving
details of the rst instruction or thereafter, either the Company or
the Depositary has received actual notice from Euroclear of any of
the matters speci ed in Regulation 35(5)(a) of the CREST
Regulations in relation to the rst instruction. These matters
include notice that any information contained in the rst
instruction was incorrect or notice of lack of authority to send
the rst instruction; and
iv. accept an alternative instruction or noti cation from a
CREST member or CREST sponsored member or (where applicable) a
CREST sponsor, or extend the time for settlement of a USE
instruction or any alternative instruction or noti cation, in the
event that, for reasons or due to circumstances outside the control
of any CREST member or CREST sponsored member or (where applicable)
CREST sponsor, the CREST member or CREST sponsored member is unable
validly to apply for New Shares by means of the above procedures.
In normal circumstances, this discretion is only likely to be
exercised in the event of any interruption, failure or breakdown of
CREST (or any part of CREST) or on the part of the facilities
and/or systems operated by the Depositary in connection with
CREST.
NOT AN ISSUE
This announcement is for information purposes only and is not a
prospectus, product disclosure statement or any other issuing
document under Australian law or the law of any other jurisdiction
(and will not be lodged with the Australian Securities and
Investments Commission ("ASIC") or any foreign regulator). The
information does not and will not constitute or form part of an
issue, invitation, solicitation or recommendation in relation to
the subscription, purchase or sale of securities in any
jurisdiction and neither this announcement nor anything in it shall
form any part of any contract for the acquisition of Future Metals'
securities. The distribution of this announcement in jurisdictions
outside Australia may be restricted by law and you should observe
any such restrictions.
The total consideration under the Entitlement Issue shall be
less than, and therefore cannot exceed, EUR8 million (or an
equivalent pounds sterling amount) in aggregate and so, in
accordance with Section 85 and Schedule 11A of the United Kingdom's
Financial Services and Markets Act 2000, as amended (FSMA), the
Entitlement Issue does not require the issue of a prospectus in the
United Kingdom for the purposes of the United Kingdom's Prospectus
Regulation Rules (PRR). The Entitlement Issue does not constitute
an issue to the public requiring an approved prospectus under
section 85 of FSMA and accordingly, neither this announcement, nor
the Prospectus, shall constitute a prospectus for the purposes of
the PRR. This announcement and the Prospectus have not been, and
neither it nor the Prospectus will be, reviewed or approved by the
United Kingdom's Financial Conduct Authority pursuant to sections
85 of FSMA, the London Stock Exchange or any other authority or
regulatory body in the United Kingdom. Accordingly, neither this
announcement nor the Prospectus contain the extent of the
information and disclosures that would typically be included in a
UK prospectus.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF
AMERICA
This announcement has been prepared for publication in Australia
and may not be released to US wire services or distributed in the
United States. This announcement does not constitute an issue to
sell, or a solicitation of an Issue to buy, securities in the
United States or any other jurisdiction. Any securities described
in this announcement have not been, and will not be, registered
under the US Securities Act of 1933 ("US Securities Act") and may
not be issued or sold in the United States except in transactions
exempt from, or not subject to, registration under the US
Securities Act and applicable US state securities laws.
This information is provided by RNS, the news service of the
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END
FURBIBDDUXDDGXI
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December 29, 2023 02:00 ET (07:00 GMT)
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