REG - Future Metals NL - Entitlement Issue Details for DI Holders

Future Metals NLAnnouncement

29/12/2023 07:00

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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
£1.7 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 Issue                                    29 December 2023
 Record Date for entitlements under the Entitlement Issue                        Close of business on 2 January 2024
 Entitlement Issue's Basic Entitlements and Excess (Shortfall) Entitlements      5 January 2024
 credited to stock accounts of eligible DI holders in CREST
 Latest time of settlement of relevant CREST instructions for Entitlement Issue  1.00 p.m. on 18 January 2024
 Announcement of results of Entitlement Issue                                    23 January 2024
 Admission of the New Shares to trading on AIM                                   8:00 a.m. on or around 23 January 2024
 Crediting of CREST accounts of the new depositary interests                     23 January 2024

 

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 (mailto: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)    +44 (0)207 886 2500

 John Prior/Hugh Rich/Rauf Munir

 FlowComms (UK IR/PR)                       +44 (0) 789 167 7441

 Sasha Sethi

 

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.   confirms 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.    confirms that in making the application they is not relying and has
not relied on the Company's advisors or any other person affiliated with the
Company in connection with any investigation of the accuracy of any
information contained in this document or their investment decision;

vi.   confirms 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 fide
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 fide 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 benefit 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 "first 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 first
instruction or thereafter, either the Company or the Depositary has received
actual notice from Euroclear of any of the matters specified in Regulation
35(5)(a) of the CREST Regulations in relation to the first instruction. These
matters include notice that any information contained in the first
instruction was incorrect or notice of lack of authority to send the first
instruction; and

iv.   accept an alternative instruction or notification 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
notification, 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, €8 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.

 

 

 

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