Ann: RIGHT: NTL: Same class notice

• Release Date: 09/10/14 15:43
• Summary: RIGHT: NTL: Same class notice
• Price Sensitive: No
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					NTL
09/10/2014 15:43
RIGHT

REL: 1543 HRS New Talisman Gold Mines Limited

RIGHT: NTL: Same class notice

9 October 2014
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
NEW TALISMAN GOLD MINES LIMITED (NZX: NTL)
NOTICE OF OFFER OF SAME CLASS FINANCIAL PRODUCTS FOR ISSUE
New Talisman Gold Mines Limited (New Talisman) intends to undertake a
pro-rata 1 for 5 renounceable rights offer of new listed shares (the Offer).
Pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets Conduct
(Phase 1) Regulations 2014 (FMC Regulations) and clause 59 of Schedule 4 of
the Financial Markets Conduct Act 2013 (FMCA), New Talisman advises that:
1 The Offer is being made in reliance upon the exclusion in clause 19 of
Schedule 1 of the FMCA and New Talisman is giving this notice under clause
17(1)(a) of Schedule 1 of the Regulations.
2 As at the date of this notice, New Talisman is in compliance with:
2.1 the continuous disclosure obligations that apply to it in relation to New
Talisman listed shares;
2.2 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 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 that New Talisman is continuing to negotiate
definitive documentation for the convertible note facility advised to the
market on 28 April 2014.
4 The potential effects that the Offer and acquisition of new shares will
have on the "control" (within the meaning of clause 48 of Schedule 1 of the
FMCA) of New Talisman and the consequences of those effects are as follows:
4.1 As at the date of this notice, the substantial security holders in New
Talisman are Hamish Edward Elliot Brown (reported percentage holding of
12.23%) and HFT Nominees Pty Limited (reported percentage holding of 6.27%).
None of the substantial shareholders control New Talisman.
4.2 If all eligible shareholders take up their pro rata entitlements to new
shares under the Offer, their percentage shareholding in New Talisman will
remain the same and there will be no effect on the control of New Talisman,
provided that the entitlements of ineligible shareholders are taken up by
third parties.
4.3 Although shareholders with registered addresses outside of New Zealand
and Australia are not eligible to participate in the Offer (and their
percentage shareholding will be diluted as a result of the issue of new
shares), the combined percentage interest of those ineligible shareholders is
not sufficiently significant for its dilution to have a material effect on
the control of New Talisman if all eligible shareholders take up their
entitlements.
4.4 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 New Talisman will be entitled to
allocate that shortfall to other parties who have taken up their full
entitlement.
4.5 In addition, if there is a shortfall under the Offer (following any
applications for additional new shares, as described above), New Talisman
will be entitled to place the shortfall to any persons (subject to complying
with applicable securities laws and listing rules).
4.6 New Talisman has not sought a waiver from NZX Main Board Listing Rule 7.5
(regulating issues of shares which could affect the effective control of New
Talisman), and the Takeovers Code will also prevent any person holding or
controlling 20% or more of the voting securities in New Talisman as a result
of the Offer.
4.7 Accordingly, the Offer is not expected to have any material effect or
consequence on the control of New Talisman.

Yours sincerely,

Matthew Hill
Director
New Talisman Gold Mines Limited
+ 64 9 303 1893
End CA:00256265 For:NTL    Type:RIGHT      Time:2014-10-09 15:43:22