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

Future Metals NLAnnouncement

15/05/2025 07:02

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250515:nRSO6998Ia&default-theme=true

RNS Number : 6998I  Future Metals NL  15 May 2025

15 May 2025

Future Metals NL

Entitlement Offer Details for Depositary 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 published earlier today, additional details of the
Entitlement Offer in respect of the Company's Depositary 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 7
May 2025.

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 Offer to raise approximately A$2.64 million (approximately
£1.28 million) (before expenses), which has been partially underwritten.

Under the Entitlement Offer, eligible DI Holders can subscribe for one New
Share for every three existing Ordinary Shares (or Depositary Interests) held,
at a price of 0.53 pence per New Share. To be eligible for the Entitlement
Offer, DI Holders (including underlying shareholders in nominee accounts) must
have been registered as a holder of Shares or Depositary Interests (as
applicable) at 5.00pm (AWST) (10.00am BST) on Monday, 12 May 2025 (the Record
Date); have a registered address in Australia, New Zealand, United Kingdom,
Bermuda, Malaysia or Singapore; not be in the United States and must not be
acting for the account or benefit of a person in the United States; and, be
eligible under all applicable securities laws to receive an offer under the
Entitlement Offer without any requirement for a prospectus or offer document
to be lodged or registered. 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 Offer, however these are
subject to scale-back at the Company's discretion.

Based on the number of existing Ordinary Shares in issue as at the date of
this announcement, a total of approximately 239,600,206 New Shares will be
issued under the Entitlement Offer.

Shareholders in the United Kingdom should note that the Entitlement Offer 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 Offer 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 Offer.

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 Offer                                    9 May 2025
 Record Date for entitlements under the Entitlement Offer                         12 May 2025 (5.00pm (AWST) / 10.00am (BST))
 Entitlement Offer's Basic Entitlements and Excess (Shortfall) Entitlements      15 May 2025
 credited to stock accounts of eligible DI holders in CREST
 Latest time of settlement of relevant CREST instructions for Entitlement Offer  30 May 2025 (5.00pm (AWST) / 10.00am (BST))
 Announcement of results of Entitlement Offer                                    6 June 2025
 Admission of the New Shares to trading on ASX and AIM                            10 June 2025
 Crediting of CREST accounts of the new depositary interests                     10 June 2025

 

Entitlement Offer

 

Each Qualifying DI Holder is expected to receive a credit to their CREST stock
account of their Basic Entitlement Offer Entitlements equal to the maximum
number of Entitlement Offer Shares for which they are entitled to apply to
subscribe under the Entitlement Offer plus a separate credit of Excess
(Shortfall) Entitlement Offer Entitlements equal to the maximum number Shares
available for the offer (239,600,206).  Entitlements to Entitlement Offer
Shares will be rounded to the nearest whole number.

 

Market claims

Each of the Basic Entitlement Offer Entitlements and Excess (Shortfall)
Entitlement Offer Entitlements will constitute a separate security for the
purposes of CREST and will have a separate ISIN. Although Entitlement Offer
Entitlements and Excess (Shortfall) Entitlement Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in respect of
Entitlement Offer Entitlements and Excess (Shortfall) Entitlement Offer
Entitlements may only be made by the Qualifying Shareholder 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 Entitlement Offer Entitlements and Excess (Shortfall) Entitlement Offer
Entitlements will generate an appropriate market claim transaction and the
relevant Basic Entitlement Offer Entitlements will thereafter be transferred
accordingly. Euroclear's Claims Processing Unit will not generate market
claims for the Excess (Shortfall) Entitlement Offer Entitlements and any
Qualifying Shareholder who requires Excess (Shortfall) Entitlement Offer
Entitlements to be credited to their CREST account should contact
Computershare on +44 (0)370 707 4040.

 

USE instructions

 

Qualifying DI Holders who are CREST members and who wish to apply for
Entitlement Offer Shares in respect of all or some of their Basic Entitlement
Offer Entitlements and Excess (Shortfall) Entitlement Offer Entitlements must
send (or, if they are CREST sponsored members, procure that their CREST
sponsor sends) a 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 Entitlement Offer Entitlements and Excess (Shortfall)
Entitlement Offer Entitlements corresponding to the number of Entitlement
Offer 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 Entitlement Offer Shares
referred to in (i) above.

Content of USE instructions in respect of Basic Entitlement Offer

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 Entitlement Offer Shares for which
application is being made (and hence the number of the Entitlement Offer
Entitlement(s) being delivered to the Custodian);

(ii)         the ISIN of the Basic Entitlement. This is AU0000391591;

(iii)        the CREST participant ID of the CREST member;

(iv)        the CREST member account ID of the CREST member from which
the Basic Entitlement Offer Entitlements are to be debited;

(v)         the participant ID of Computershare in its capacity as a
CREST receiving agent. This is 8RA26;

(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 Entitlement Offer Shares referred to in (i) above;

(viii)      the intended settlement date. This must be on or before 10.00
a.m. on 30 May 2025; and

(ix)        the Corporate Action Number for the Entitlement Offer. This
will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Entitlement Offer 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) Offer

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 Offer Entitlement(s) being delivered to the Custodian);

(ii)         the ISIN of the Excess (Shortfall) Entitlement. This is
AU0000395527;

(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 8RA26;

(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 10.00
a.m. on 30 May 2025

(ix)        the Corporate Action Number for the Entitlement Offer. 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
Offer Entitlement under the Entitlement Offer 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 Offer Entitlement in full, to apply for Excess
(Shortfall) Shares in Excess (Shortfall) of their Entitlement Offer
Entitlement as at the Record Date. Any Excess (Shortfall) Shares will be
allocated in accordance with the allocation policy in the Entitlement Offering
Booklet and no assurance can be given that Excess (Shortfall) applications by
Qualifying Shareholders 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 Offer. 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 his CREST
sponsor takes) the action necessary to ensure that a valid acceptance is
received as stated above by 10.00 a.m. on 30 May 2025. 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 to the London Stock Exchange 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                                              Strand Hanson Limited (Nominated Adviser)
 Patrick Walta                                                 James Bellman/Rob Patrick
 +61 8 9480 0414                                               +44 (0) 20 7409 3494
 info@future-metals.com.au (mailto:info@future-metals.com.au)

 

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 10.00 a.m. on 30 May
2025 will constitute a valid application under the Entitlement Offer.

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
Entitlement Offer 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 Entitlement Offer
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  Offer 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 Offer 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 he 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 his 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 Entitlement Offer
Entitlements and Excess (Shortfall) Entitlement Offer Entitlements or that
they have received such Basic Entitlement Offer 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 he has received some or all of his
Basic Entitlement Offer Entitlements and Excess (Shortfall)  CREST Offer
Entitlements from a person other than the Company, he is entitled to apply
under the Basic Entitlement Offer Entitlements and Excess (Shortfall)  CREST
Offer in relation to such Offer Entitlements by virtue of a bona fide market
claim;

ix. requests that the New Shares to which he 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 he is not, nor is he 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
he is not applying with a view to re-offering, re-selling, transferring or
delivering any of the  New Shares which are the subject of his 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 he 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
Offer; and

xi. represents and warrants to the Company, the Depositary, and advisors to
the Company that he is not, and nor is he 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 (depositary 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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBSGDUGBBDGUS