Allotment of Placement Shares and s708A Notice
Released
Released
Announcement PDF
17 March 2016
COMPANY SNAPSHOT
Board of Directors
Alan Senior
Non-Executive Chairman
Gary Lethridge
Managing Director
Brian Dawes
Non-Executive Director
Karen Gadsby
Non-Executive Director
ALLOTMENT OF PLACEMENT SHARES AND CLEANSING
NOTICE
Talisman Mining Ltd (ASX: TLM – “Talisman” or “Company”) is pleased to
announce that it has issued today 37,139,975 fully paid ordinary shares
(Placement Shares) at $0.45 per share pursuant to the placement to
strategic, professional and sophisticated exempt investors announced on
10 March 2016.
The shares above are part of a class of securities quoted on ASX and
may be subject to a subsequent offer for sale.
A completed Appendix 3B in respect of the Placement Shares has been
lodged together with this announcement and additional information
required under Listing Rule 3.10.5A.
Contact Details
6 Centro Avenue
Subiaco, Western
Australia, 6008
Telephone:
+61 8 9380 4230
The Company therefore gives notice under section 708A(5)(e) of the
Corporations Act 2001 (Cth) (Act) that:
a)
the Company issued the Placement Shares without disclosure
to investors under Part 6D.2 of the Act;
b)
as at the date of this notice the Company has complied with
i. the provisions of Chapter 2M of the Act as they apply to the
Company; and
ii. section 674 of the Act; and
c)
as at the date of this notice there is no “excluded information”
as defined in Section 708A(7) and (8) of the Act in relation to
the Company.
Facsimile:
+ 61 8 9382 8200
Email:
info@talismanmining.com.au
Website:
www.talismanmining.com.au
Capital Structure
Shares on Issue:
185,699,879 (TLM)
Options on Issue:
6,400,000 (Unlisted)
ASX: TLM
Daniel Madden
Company Secretary & CFO
Talisman Mining Ltd
ANNEXURE A - INFORMATION REQUIRED UNDER ASX LISTING RULE 3.10.5A
As detailed in the accompanying Appendix 3B dated 17 March 2016, the Placement Shares were
issued partly under the 15% limit available to the Company under Listing Rule 7.1 and partly under
the additional 10% approved by Shareholders at the Company’s 2015 Annual General Meeting in
accordance with Listing Rule 7.1A. In accordance with the requirements of Listing Rules 7.1A.4(b)
and 3.10.5A the following information is provided by the Company in relation to the 14,855,990
Placement Shares issued under Listing Rule 7.1A.
(a) Details of the dilution to existing shareholders as a result of the issue
The Company had 148,559,904 Shares on Issue prior to the Capital Raising announced on 10
March 2016. The Company issued 22,283,985 shares pursuant to Listing Rule 7.1 resulting in a
total of 170,843,889 Shares on Issue (pre shares issued under LR 7.1A).
A total of 14,855,990 shares were issued pursuant to Listing Rule 7.1A, representing 8.0% of the
post-placement capital. The Company now has 185,699,879 Shares on Issue
The dilutive effect of the shares issued under LR 7.1A on pre-placement security holders who did
not participate in the placement is an 8.0% reduction in the percentage shareholding for preplacement security holders who did not participate in the placement under 7.1A.
The dilutive effect of the shares issued under LR 7.1A on those pre-placement security holders
who did participate in the placement varies between 0% and 8% dependent on the level of
participation in the placement under LR 7.1A.
(b) Reasons why the Company issued the equity securities as a placement under rule 7.1A and
not as (or in addition to) a pro-rata issue or other type of issue in which existing ordinary
shareholders would have been eligible to participate
The costs, prescribed timing and uncertainty of funding outcome (in the absence of an
underwriting arrangement) of a pro-rata issue were considered to be restrictive in the
circumstances. Talisman has issued the shares to a small number of Australian professional and
sophisticated investors following identification of demand as it was considered to the most costeffective, expedient and certain method for raising the funds required to achieve the stated
objectives of the Placement.
(c) Details of any underwriter arrangements including any fees payable to the underwriter
Not Applicable. The Placement was not underwritten.
(d) Any other fees or costs incurred in connection with the issue
A brokerage fee of 5% of the gross proceeds raised under the issue is payable in connection with
the issue. The fee will be split amongst Bell Potter Securities Limited, Euroz Securities Limited
and Petra Capital Pty Ltd who are the Joint Lead Managers for the Placement. Total other
costs including standard ASX listing fees, share registry expenses and legal costs approximate
$5,000.
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