CRP
08/09/2014 08:55
RIGHT
REL: 0855 HRS Chatham Rock Phosphate Limited
RIGHT: CRP: Notice of Offer of Same Class Financial Products for Issue
Notice of Offer of Same Class Financial Products for Issue
Chatham Rock Phosphate Limited (Chatham Rock) intends to undertake a pro-rata
2 for 17 renounceable rights offer for new ordinary shares in Chatham Rock
(New Shares) to Chatham Rock's eligible shareholders (those on the share
register on the record date of 5pm, Wednesday 10 September 2014) with one
option (New Option, in the same class as Chatham Rock's listed CRPOB options)
to be granted for every New Share allotted (the Offer).
Pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets Conduct
(Phase 1) Regulations 2014 (Regulations) and clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA), Chatham Rock advises that:
1. The Offer is being made in reliance upon the exclusion in clause 19 of
Schedule 1 of the FMCA and Chatham Rock is giving this notice (Cleansing
Notice) under clause 17(1)(a) of Schedule 1 of the Regulations.
2. As at the date of this Cleansing Notice, Chatham Rock is in compliance
with:
(a) the continuous disclosure obligations that apply to it in relation to
Chatham Rock listed shares and options; and
(b) its "financial reporting obligations" within the meaning set out in
clause 17(4)
of Schedule 1 of the Regulations.
3. As at the date of this Cleansing Notice, there is no information that is
"excluded information" within the meaning set out in clause 17(4) of Schedule
1 of the Regulations, other than:
(a) as announced to the market, the filed Marine Consent and all applicable
documents available
at:http://www.epa.govt.nz/EEZ/chatham_rock_phosphate/Pages/default.aspx; and
(b) Chatham Rock has been in discussions with a publically quoted company
with respect to a potential merger transaction. These discussions are at an
early stage, on-going and at present no agreement has been reached - binding
or non-binding - on the terms of such a transaction. Should these discussions
progress to a documented stage a market announcement will be made giving
further details.
4. The potential effects that the Offer and the issue of New Shares and New
Options will have on the "control" (within the meaning of clause 48 of
Schedule 1 of the FMCA) of Chatham Rock and the consequences of those effects
are as follows:
(a) As at the date of this Cleansing Notice, the substantial security holders
in Chatham Rock are Subsea Investments II LLC, Boskalis Offshore Subsea
Contracting B.V, Odyssey Marine Exploration Incorporated and Aorere Resources
Limited.
(b) If all eligible shareholders take up their pro-rata entitlements to New
Shares and New Options under the Offer, their percentage shareholding in
Chatham Rock will remain the same and there will be no effect on the control
of Chatham Rock (provided that the entitlements of any ineligible
shareholders are taken up by parties not having the pre-Offer capacity to
exercise "control").
(c) In some cases, shareholders with registered addresses outside of New
Zealand and Australia may not be eligible to participate in the Offer (and
their percentage shareholding will be diluted as a result of the issue of New
Shares and New Options), due to the legal requirements of the relevant
jurisdiction being unduly onerous for Chatham Rock to make the Offer in that
jurisdiction (as provided for in NZAX Listing Rule 7.4.3(h)). However,
Chatham Rock does not anticipate that the combined percentage interest of any
ineligible shareholders is not likely to be sufficiently significant for its
dilution to have a material effect on the control of Chatham Rock if all
eligible shareholders take up their entitlements.
(d) If some eligible shareholders do not take up their full entitlement, such
shareholders' percentage shareholding will be reduced (relative to those who
did take up their full entitlement), and Chatham Rock will be entitled to
allocate that Shortfall to other parties who have taken up their full
entitlement under the oversubscription facility.
(e) In addition, if there is a Shortfall under the Offer (following any
applications for additional New Shares and Options, as described above),
Chatham Rock will be entitled to place the Shortfall to any persons (subject
to complying with applicable legislative instruments and the NZX Listing
Rules) within three (3) months of the Offer closing.
(f) The New Options will not carry voting rights and will only impact upon
control if and when they are exercised into ordinary shares.
(g) Accordingly, the Offer is not expected to have any material effect or
consequence on the control of Chatham Rock.
On behalf of the Board,
Chris Castle
Chief Executive Officer
Email: [email protected]
End CA:00254966 For:CRP Type:RIGHT Time:2014-09-08 08:55:59
