Microsoft Word - 3. FINAL Letter to Shareholders (26.08.2015).docx
26 August 2015
Dear Shareholder,
NOTICE TO SHAREHOLDERS - NON-RENOUNCEABLE RIGHTS ISSUE
Scotgold Resources Limited (Company) announced today a pro-rata non-renounceable rights issue (Rights Issue or Offer) of fully paid ordinary shares in the capital of the Company (New Shares) on the basis of one (1) New Share for every ten (10) existing shares held at the record date of 4 September 2015 (Record Date), together with one (1) free attaching unlisted option per New Share subscribed (Options). The Options are exercisable at £0.01 on or before 30 September 2017.
The Company lodged a prospectus for the Offer (Prospectus) with ASIC and ASX on 26 August 2015.
The Rights Issue is non-renounceable and is available to all eligible Scotgold Resources Limited shareholders registered on the Record Date as detailed in the timetable below.
Shares under the Rights Issue will be offered at 1.3 cents per New Share. The maximum number of New Shares which may be issued under the Rights Issue is 113,539,247 to raise approximately $1,476,010 (before expenses, based on the current capital structure of the Company). The maximum number of Options which may be issued is 113,539,247.
New Shares issued under the Rights Issue will rank equally with existing shares and the Company will apply for official quotation of the New Shares. The Options to be issued under the Rights Issue will be a new class of security of the Company, the terms and conditions of which are set out in the Prospectus.
The use of funds of the Offer are detailed below. For the purposes of detailing the use of funds raised under the Prospectus, it is assumed no Options are exercised between the date of the Prospectus and the Record Date.
Proceeds of Offer
Cononish Project Development
Costs*
Costs of issue Working Capital Total
Notes: The above table is a statement of current intentions as at the date of the Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Directors reserve the right to alter the way funds are applied on this basis.
The Offer is being made to all shareholders of the Company (Shareholders) named on its register of members at 5:00pm (WST) on the Record Date.
The Company has appointed CPS Capital Group Pty Ltd as nominee for foreign holders of the Company's securities in those countries outside of Australia, New Zealand and United Kingdom (or who are otherwise Ineligible Shareholders) to arrange the sale of the entitlement which would have been offered to the ineligible foreign holders, details of which are set out in the Prospectus. The nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner of any such sale. The proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, and any balance will then be distributed to the relevant Ineligible Shareholders.
A copy of the Prospectus is available on ASX's and the Company's website. Eligible Shareholders will be mailed a Prospectus together with an Entitlement and Acceptance Form no later than 8 September 2015. Your entitlement will be set out on the personalised Entitlement and Acceptance Form accompanying the Prospectus.
For the purposes of calculating each Shareholders' entitlement, fractions of entitlements have been rounded down to the nearest whole number of New Shares.
Actions required of Shareholders
There are a number of actions Shareholders may take:
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You may wish to accept all of your rights to subscribe for New Shares pursuant to the Prospectus (Entitlement). To take up all or some of your Entitlements you will need to ensure your application money for the Entitlements you wish to take up is received by Computershare Investor Services Pty Ltd (Share Registry) by no later than 5:00pm (WST) on 30 September 2015 by completing and returning your Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form or making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form].
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You may wish to accept part of your Entitlement. To take up part of your Entitlement you will need to ensure your application money for the Entitlements you wish to take up is received by the Share Registry by no later than 5:00pm (WST) on 30 September 2015, by completing and returning your Entitlement and Acceptance Form by filling in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies or making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form (at 1.3 cents per New Share).
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Subject to any restrictions imposed by law, eligible Shareholders who have subscribed for their Entitlements in full may apply for additional New Shares and New Options under the Excess Entitlement Facility (as described in the Prospectus) by completing the section of the Entitlement and Acceptance Form entitled "Excess Securities" in accordance with its instructions.
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You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.
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The timetable for the Rights Issue is as follows:
Event Date
Announcement of Rights Issue, Appendix 3B 26 August 2015
Lodgement of Prospectus at ASIC and ASX Notice Sent to Security Holders
Ex Date
(date from which securities commence trading without the entitlement to participate in the Rights Issue)
Record Date
(date for determining Entitlements of eligible shareholders to participate in the
Rights Issue)
Prospectus Dispatched to Shareholders
(expected date of dispatch of prospectus, entitlement and acceptance forms)
26 August 2015
2 September 2015
4 September 2015
8 September 2015
Rights Issue Opens 8 September 2015
Closing Date 5pm (WST) 30 September 2015
New Shares quoted on a deferred settlement basis 1 October 2015
ASX Notified of Undersubscriptions 6 October 2015
Issue Date
(Deferred settlement trading ends, and Company will confirm to ASX all information required by Appendix 3B)
Dispatch Holding Statements
(normal T+3 trading commences)
7 October 2015
8 October 2015
*Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the Securities
** Dates are indicative only
If you have any queries concerning the Rights Issue, or the action you are required to take to subscribe for
New Shares, please contact your financial adviser or the Company, on +61 8 9222 5850.
P J Newcomb
COMPANY SECRETARY