KGL RESOURCES LIMITED www.kglresources.com.au
08 January 2016
KGL Resources Limited (ASX code: KGL) advises that the attached information booklet, in relation to the capital raising announced on 29 December 2015, has today been despatched to eligible shareholders.
The offer will raise up to $3 million by way of a two for nine pro rata non-renounceable entitlement offer, fully underwritten by Denis Leslie Wood.
For general information contact:
Mr Simon Milroy CEO
Phone: (07) 3071 9003
For offer information contact:
Telephone 1300 730 659 (inside Australia) and + 61 1300 730 659 (outside Australia) between 8.30am and 5.00pm (AEST).
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'Two for nine' pro rata non-renounceable entitlement offer at $0.095 per Share.
Fully underwritten by Denis Leslie Wood
Last date for acceptance and payment: 5.00pm (AEST) on 22 January 2016
If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Legal adviser
Table of contents
IMPORTANT NOTICES 1
Letter to Shareholders 2
Summary of the Entitlement Offer 1
Key dates 1
Description and effect of the Offer 2
Overview 2
Entitlement Offer 2
Issue of additional Shares under the Top Up Facility 2
Underwriting 3
Shortfall facility 4
Eligibility of Shareholders 5
Ranking of New Shares 5
Allotment 5
Capital structure 5
Effect on KGL's financial position 6
Information Availability 7
ASX announcements and investor presentation 8
How to apply 9
Shareholder's choices 9
Taking up all of your Entitlement and participating in the Top Up Facility 9
Taking up part of your Entitlement and allowing the balance to lapse 10
Allow your Entitlement to lapse 10
Consequences of not accepting your Entitlement 10
Payment 10
Entitlement and Acceptance Form is binding 10
Brokerage and Stamp Duty 11
Notice to Nominees and Custodians 11
Definitions 12
Corporate information 14
Schedule 15
Options and performance rights 15
Entitlement Offer information booklet
IMPORTANT NOTICES
This Information Booklet is dated 8 January 2016. Capitalised terms in this section have the meaning given to them in this Information Booklet.
The Entitlement Offer is being made without a prospectus under section 708AA Corporations Act (as notionally modified by ASIC Class Order 08/35). This Information Booklet does not contain all of the information which a prospective investor may require to make an informed investment decision. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.
This Information Booklet is important and should be read in its entirety before deciding to participate in the Entitlement Offer. This Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC.
KGL may make additional announcements after the date of this Information Booklet and throughout the period that the Entitlement Offer is open that may be relevant to your consideration about whether you should participate in the Entitlement Offer.
No party other than KGL has authorised or caused the issue of this Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information Booklet.
By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares or Top Up Shares through BPAY in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Information Booklet.
No overseas offering
This Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make that offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.
This Information Booklet is not to be distributed in, and no offer of New Shares or Top Up Shares is to be made in countries other than Australia and New Zealand. The distribution of this Information Booklet (including an electronic copy) in other jurisdictions may be restricted by law and therefore persons who come into possession of this Information Booklet should seek advice on and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction outside Australia and New Zealand.
Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for KGL to lawfully receive your Application Monies.
New Zealand
The New Shares are not being offered or sold to the public within New Zealand other than to existing KGL shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).
This document has not been registered, filed with or approved by a New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
Definitions, currency and time
Defined terms used in this Information Booklet are contained in section 4. All references to currency are to Australian dollars and all references to time are to Australian Eastern Standard Time (AEST), unless otherwise indicated.
Taxation
There will be tax implications associated with participating in the Entitlement Offer and receiving New Shares . KGL considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Shares under this Information Booklet or the subsequent disposal of any New Shares. KGL recommends that you consult your professional tax adviser in connection with the Entitlement Offer.
Privacy
KGL collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in KGL.
By submitting an Entitlement and Acceptance Form, you will be providing personal information to KGL (directly or through the Share Registry). KGL collects, holds and will use that information to assess your Application. KGL collects your personal information to process and administer your shareholding in KGL and to provide related services to you. KGL may disclose your personal information for purposes related to your shareholding in KGL, including to the Share Registry, KGL 's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that KGL holds about you. To make a request for access to your personal information held by (or on behalf of) KGL, please contact KGL through the Share Registry.
Governing law
This Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in Queensland, Australia. Each Applicant submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.
No representations
No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by KGL or any of its officers.
Past performance
Investors should note that KGL's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) KGL's future performance including KGL's future financial position or share price performance.
Future performance
This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of KGL and certain plans and objectives of the management of KGL. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.
Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither KGL, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, those forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of KGL. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures.
Risks
Refer to the 'Risk factors' section of the Investor Presentation included in section 2 of this Information Booklet for a summary of general and specific risk factors that may affect KGL.
Entitlement Offer information booklet
KGL Resources Limited issued this content on 08 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2016 15:43:16 UTC
Original Document: http://www.kglresources.com.au/assets/files/2015ASX/1514867.pdf
