Entitlement Offer - Letter to Shareholders
25 March 2015
Entitlement Offer of Shares
Dear Shareholder,
On 24 March 2015, Variscan Mines Limited (Variscan or Company) lodged a
prospectus dated 24 March 2015 (Prospectus) with the Australian Securities and
Investments Commission (ASIC) offering a pro-rata renounceable issue of new
ordinary shares (New Shares), at an offer price of $0.015 (Offer Price) per New
Share. This offer is for four New Shares for every three fully-paid ordinary shares
(Shares) recorded in the Company’s register at 7.00pm (AEST) on 30 March 2015
(Record Date). One attaching option (New Option) will be issued for every New
Share subscribed for, at an exercise price equal to the Offer Price and expiring
two years after the date of issue (Entitlement Offer).
Terms of the Entitlement Offer
If you are an Eligible Shareholder (defined below), you will be able to subscribe for four
New Shares for every three Shares you hold in the Company as at 7.00pm on the
Record Date at the Offer price (of $0.015 per New Share).
One New Option attaches to each New Share and entitles the holder to purchase one
further Share before expiry of the New Option on the date which is two years from the
date of issue of the New Option, at the Offer Price.
Offer
We believe you may be eligible to participate in the Entitlement Offer. As an Eligible
Shareholder, from 2 April 2015, you will be mailed a Prospectus, together with a
personalised entitlement and acceptance form (Entitlement and Acceptance Form)
which contains details of the number of New Shares for which you, as an Eligible
Shareholder, are entitled to subscribe for under the Entitlement Offer.
Prospectus
The Prospectus sets out:
1. the details of the Entitlement Offer;
2. the purpose and effect of the Entitlement Offer;
3. the prospective use of funds raised under the Entitlement Offer;
4. the risks involved in participating in the Entitlement Offer;
5. the rights and liabilities attaching to New Shares;
6. the rights and liabilities attaching to New Options and their underlying Shares;
and
7. the details of the Shortfall Offer (described below).
The Prospectus may also be viewed on the ASX’s website (www.asx.com.au), as well
as on the Company’s website (www.variscan.com.au).
It is important that you read the Prospectus carefully and in full prior to participating in
the Entitlement Offer. It is also important that you inform yourself about the Company
by considering information about the Company available from the ASX. The
Prospectus does not contain some of this information as it is reported to the ASX on a
regular basis.
Participation
Eligible Shareholders may take up their entitlement under the Entitlement Offer
(Entitlement) in full or in part. Your Entitlement will be determined based upon the
number of Shares you hold as at 7.00pm (AEST) on the Record Date.
You may apply to take up your Entitlement by completing and returning to the
Company’s Share Registrar, Boardroom Pty Ltd, the Entitlement and Acceptance
Form, by no later than 5.00pm (AEST) on 27 April 2015 (Closing Date). Payment
must be made by cheque payable to Variscan Mines Limited, or by BPAY® (as
detailed in your Entitlement and Acceptance Form). The Company retains discretion to
accept or reject any Entitlement and Acceptance Forms received after this time and
date.
If you do not wish to take up any part of your Entitlement, you are not required to take
any action. That part of your Entitlement not taken up will form part of the Shortfall
Offer (defined below).
Shortfall Offer
Any Entitlements not subscribed for under the Entitlement Offer by the Closing Date
will form part of a further offer under the Prospectus (the Shortfall Offer). Eligible
Shareholders who wish to apply for New Shares (with attaching New Options) above
their Entitlement can do so using the Shortfall Offer.
The Entitlement and Acceptance Form contains information on how to apply for further
New Shares under the Shortfall Offer.
Should the number of New Shares applied for under the Shortfall Offer exceed the
amount of New Shares available for subscription, the allocation of New Shares and
attaching New Options forming part of the Shortfall Offer will be determined at the sole
discretion of the Board.
Some Eligible Shareholders will not be able to subscribe for Shortfall due to constraints
in the Listing Rules and the Corporations Act 2001 (Cth). It is your responsibility to
ensure that you will not breach the ASX Listing Rules or the Corporations Act 2001
(Cth) by applying to participate in the Shortfall Offer
Eligibility
The Entitlement Offer is extended to shareholders who are registered shareholders of
the Company at 7.00pm on the Record Date with a registered address recorded on the
Company’s share register in Australia, New Zealand and Singapore (Eligible
Shareholders).
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Overseas shareholders
The Entitlement Offer is limited to Eligible Shareholders. Shareholders with registered
addresses in countries other than Australia, New Zealand and Singapore (Ineligible
Foreign Shareholders) will not be entitled to participate in the Entitlement Offer. The
Company has appointed Patersons Securities Limited as nominee to sell all Ineligible
Foreign Shareholders’ rights. The proceeds of sale (in Australian dollars) will be
distributed to the Ineligible Foreign Shareholders in proportion to their shareholdings as
at the Record Date (net of expenses).
Optionholders
Persons who currently hold options in the Company (Options) are only eligible to
participate if they exercise their Options before 7.00pm (AEST) on 30 March 2015.
Timetable
The indicative timetable for the Entitlement Offer is set out below.
Event
Date
Lodgement of Prospectus with ASIC
24 March 2015
Notice to Shareholders and Optionholders+
25 March 2015
Shares trade ex Entitlement commence trading
26 March 2015
Record Date for determining Entitlements
30 March 2015
Opening date and despatch of Prospectus to Shareholders
2 April 2015
Entitlement trading ends
20 April 2015
New Shares quoted on a deferred settlement basis
21 April 2015
Closing Date of Entitlement Offer
27 April 2015
Notify ASX of under subscriptions
30 April 2015
Despatch date
4 May 2015
Shareholders have, to date, shown great loyalty to the Company and we believe you
will see the merit in supporting this fundraising initiative to be primarily applied towards
the proposed work programs and studies on our French projects. We look forward to
your continued support.
By order of the Board.
Yours sincerely
Pat Elliott
Chairman
Variscan Mines Limited
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25 March 2015
NOTICE TO INELIGIBLE SHAREHOLDERS
Dear Shareholder
Variscan Mines Limited — Entitlement Offer
On 24 March 2015, Variscan Mines Limited ACN 003 254 395 (ASX: VAR)
(Company) announced to the Australian Securities Exchange (ASX) that it would
be launching a pro-rata, renounceable entitlement issue to its existing shareholders to
raise approximately A$3.515 million before offer costs (Entitlement Offer).
Details of the Entitlement Offer
Each eligible shareholder will be offered:
four new ordinary shares in the Company (New Shares) for every three fullypaid ordinary shares recorded in the Company’s register at 7.00pm (AEST) on
30 March 2015 (Record Date) at an offer price of $0.015 for each New Share
(Offer Price); and
one attaching option (New Option) will be issued for every New Share
subscribed for, at an exercise price equal to the Offer Price and expiring
two years after the date of issue .
You are not required to do anything in response to this letter. This letter is to
inform you that unfortunately you will not be eligible to subscribe for your
Entitlement under the Entitlement Offer and to explain why.
This letter is not an offer to issue New Shares or New Options to you nor is it an
invitation for you to apply for New Shares or New Options.
Eligible shareholders
The Company has determined that it would be unreasonable to make an offer of
Entitlements to shareholders with registered addresses outside Australia, New Zealand
and Singapore (Ineligible Shareholders) after taking into account:
the relatively small number of shareholders in those countries;
the small number and value of securities held by Ineligible Shareholders; and
the potential cost of complying with legal and regulatory requirements of those
countries.
This is pursuant to Listing Rule 7.7.1 of the ASX Listing Rules and section 9A of the
Corporations Act 2001 (Cth) (Corporations Act).
Shareholders who are eligible to participate in the Entitlement Offer are shareholders
who, as at the Record Date:
are registered as holders of fully paid ordinary shares in the Company at
7.00pm on the Record Date; and
have an address in the Company’s share register in Australia, New Zealand or
Singapore.
Unfortunately, according to our records, you do not satisfy the eligibility criteria stated
above and the Company informs you that you will not:
be sent a prospectus or other documents relating to the Entitlement Offer; or
be able to subscribe for New Shares and New Options (that is Entitlements)
under the Entitlement Offer.
Appointment of nominee
As the Entitlement Offer is renounceable, you may still receive some benefit for
Entitlements you would have received had you been eligible to participate in the
Entitlement Offer.
The Company will take the following steps in relation to Ineligible Shareholders:
the Company has appointed Patersons Securities Limited approved by ASIC,
under section 615 of the Corporations Act in respect of Ineligible Shareholders
(Nominee);
the Company will issue to the Nominee the right to acquire those Entitlements
that Ineligible Shareholders would have been entitled to apply for had they been
eligible to participate in the Entitlements Offer;
the Nominee will seek to sell those Entitlements under the Entitlements Offer;
to the extent taken up, the Company will facilitate the issue of those
Entitlements; and
the Nominee will distribute to Ineligible Shareholders their proportion of the
proceeds of the sale, net of expenses.
There is, however, no guarantee that you will receive any proceeds as a result of these
actions. The ability to sell Entitlements and the price obtained for them will be
dependent on various factors, including market conditions and liquidity in Entitlement
trading. To the maximum extent permitted by law, none of the Company, the Nominee
nor their respective agents or affiliates:
will be liable for any failure to sell Entitlements at a particular price or in a
particular time frame; or
accepts any duty or responsibility to any Ineligible Shareholder in relation to the
sale or failure to sell these Entitlements.
Entitlements sold by the Nominee for Ineligible Shareholders may only be purchased
by persons in Australia, New Zealand and Singapore.
Ineligible Shareholders, including persons in the United States and persons acting for
the account or benefit of persons in the United States, will not be able to purchase or
take up any Entitlements purchased on ASX or otherwise.
For further information on the Entitlement Offer, please contact us on +61 2 9906 5220
from 9.00am to 5.00pm (Sydney time) Monday to Friday. If you have any further
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questions you should contact your accountant, stockbroker or other professional
adviser.
On behalf of the Company board and management, thank you for your continued
support.
By order of the Board.
Yours sincerely
Pat Elliott
Chairman
Variscan Mines Limited
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