MACRO METALS LIMITED Nigerian Subsidiary
1 March 2016
Dear Shareholder
On 26 February 2016, Kogi Iron Limited ("Kogi" or "the Company") announced its intention to offer shareholders the chance to participate in a share purchase plan to subscribe for additional shares in the Company (Plan).
The Board of Directors of the Company is now pleased to make that offer to eligible shareholders on the terms and conditions enclosed with this letter (Terms and Conditions).
The right to participate in the Offer is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the capital of Kogi Iron Limited (Shares) at 5pm (WST) on the Record Date of 25 February 2016 and whose registered address is in Australia or New Zealand (Eligible Shareholders).
The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to $15,000 worth of Shares at an issue price of $0.013 per Share free of brokerage and commission (Offer). The issue price represents a 13% discount to the last traded price of $0.015 and a 15% discount to the average market price of the Company's shares on ASX during the 5 trading days immediately prior to the announcement date of the Offer.
Details of the Offer are set out in this letter and the enclosed Terms and Conditions together with an Application Form.
Details of the Company's current activities are set out in the announcements made by Kogi to the ASX and are available from the ASX or Kogi's website at www.kogiiron.com.
The funds raised under the Plan will be used towards completing the bankable feasibility study by mid-2016 for construction of a demonstration plant, and improve the Company's working capital position.
ABN 28 001 894 033
KCM Mining Limited(Nigerian Subsidiary)
Unit 23, 4 Ventnor Avenue
West Perth Western Australia 6005 Australia
PO Box 1934
West Perth Western Australia 6872 Australia
Telephone: +61 8 9200 3456
Facsimile: +61 8 9200 3455 Website: www.kogiiron.com
How much can you invest?Under the Plan, Eligible Shareholders may only acquire a maximum of up to $15,000 worth of Shares under the Plan.
If you would like to participate in the Offer, please follow the application instructions on the enclosed Application Form. Please note that the Closing Date of the Offer is 5pm WST on 18 March 2016. No late applications will be accepted.
Eligible Shareholders may participate by selecting one of the following Offers to purchase Shares under the Plan:
Amount | Number of Shares | |
Offer A | $15,000 | 1,153,846 |
Offer B | $10,000 | 769,230 |
Offer C | $5,000 | 384,615 |
Offer D | $2,000 | 153,846 |
Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date of 5pm WST on 18 March 2016.
The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed
$15,000.
The purchase price of Shares under the Offer is $0.013, which represents an 15% discount to the average market price of the Company's shares on ASX during the 5 trading days immediately prior to the announcement date of the Offer, being $0.015.
On the trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.015. The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are allotted to you as a result of your acceptance of this Offer.
By accepting the Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the purchase price is at a discount to the market price, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the price and/or value and/or number of the Shares received under the Plan may rise or fall accordingly.
The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.
The offer of Shares under the Plan is made in accordance with ASIC Class Order 09/425 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act (2001) (Cth).
The Offer cannot be transferred and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Shares allotted under the Plan will be issued as soon as practicable after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.
The maximum number of Shares that may be issued pursuant to this Offer is set out in the Terms and Conditions. In the event of an oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back all applications on a pro-rata basis.
If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.
This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered 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.
The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
This document has not been registered, filed with or approved by any 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.
In the event that less than maximum amount of Shares set out in the Terms and Conditions of the Plan are applied for pursuant to this Offer, the shortfall may be placed at the discretion of the directors subject to compliance with necessary legal requirements.
Record Date 5pm WST | 25 February 2016 |
Announcement of Plan | 26 February 2016 |
Opening Date of Offer | 1 March 2016 |
Closing Date of Offer | 18 March 2016 |
Lodge Appendix 3B, Issue of Shares under the Plan* | 22 March 2016 |
Dispatch date for holding statements* | 24 March 2016 |
Quotation of Shares on ASX* | 29 March 2016 |
* These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Forms as early as possible.
Should you wish to discuss any information contained in this letter further, do not hesitate to contact myself on +61 8 9200 3455.
Yours faithfully
Kogi Iron Limited issued this content on 01 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 March 2016 10:30:11 UTC
Original Document: http://www.energio.net.au/IRM/PDF/1897/LettertoShareholdersSPP
