16.03.22 TFS - SPP booklet
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
TFS Corporation Limited
ACN 092 200 854
Share Purchase Plan Booklet
This document is dated 8 April 2016.
This is an important document. Please read it carefully before making an investment decision in relation to the Share Purchase Plan. If you have any doubts as to what you should do, please consult your stockbroker, accountant, lawyer or other professional adviser.
If you have any questions in relation to how to participate in the Share Purchase Plan after reading this booklet, please contact the TFS SPP Offer Helpline from 8.30am to 5.30pm (Sydney time), Monday to Friday on 1300 366 176 (within Australia) and + 61 1300 366 176 (outside Australia).
This document does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.
Participation in the Share Purchase Plan is only open to holders of fully paid shares in TFS at
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pm (Sydney time) on Friday, 1 April 2016 and whose address on the share register is in Australia or New Zealand.
Contents
Key Dates 3
Letter from the Chairman 4
Key SPP information 6
SPP terms and conditions 8
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SPP offer 8
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Eligible Shareholders 8
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Application to participate 10
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Effect of making an application 12
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Scale-back and discretion 14
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The New Shares 14
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No transaction costs 14
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Timetable 14
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Dispute resolution 15
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Variation, suspension and termination 15
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ASIC Class Order 09/425 compliance 15
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Governing law 15
Key Dates
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Event
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Date
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Record date to determine eligibility to participate in the SPP (Record Date)
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7.00 pm (Sydney time) Friday, 1 April 2016
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Despatch of SPP booklet
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Friday, 8 April 2016
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SPP opening date
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Friday, 8 April 2016
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SPP closing date
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5.00 pm (Sydney time) Thursday, 28 April 2016
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Issue of New Shares under SPP
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Thursday, 5 May 2016
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Commencement of trading of New Shares on ASX and despatch of holding statements
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Friday, 6 May 2016
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The timetable is indicative only and TFS may, at its discretion, vary any of the above dates by sending a revised timetable to ASX.
Letter from the Chairman
8 April 2016
Dear Fellow Shareholder,
TFS Corporation Limited Share Purchase Plan
On behalf of the Board, I am pleased to offer you the opportunity to apply for new, fully paid ordinary shares (New Shares) in TFS Corporation Limited (TFS or Company) under a share purchase plan (SPP or Share Purchase Plan). The SPP allows eligible shareholders the opportunity to subscribe for up to $15,000 worth of New Shares without paying any brokerage or other transaction costs.
The New Shares will be issued under the SPP at the Issue Price $1.55 per New Share, which represents the price at which shares were issued to investors under a successful share placement announced to ASX on 4 April 2016 (Placement), and which is an 8% discount to the closing price of TFS shares of $1.68 on 30 March 2016 prior to TFS entering a trading halt on 31 March 2016.
The SPP provides eligible shareholders the opportunity to subscribe for New Shares at the price at which shares were offered to investors under the Placement.
The Company is seeking to raise $5 million under the Share Purchase Plan, subject to discretionary scale-back.
The SPP is not underwritten.
The terms and conditions of the SPP and your personalised application form are provided with this booklet. You should read this booklet in its entirety before deciding whether to participate in the SPP.
Use of SPP proceeds
Proceeds from the Placement and SPP will be applied towards:-
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increasing TFS' direct ownership in plantations through an accelerated buyback of grower plantations;
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sourcing additional quality land for future plantations; and
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for general working capital purposes.
For further information on the application of proceeds from the Placement and SPP, please refer to the investor presentation issued by the Company on 4 April 2016. In particular, please have regard to the important notices and key risks sections of the investor presentation.
Eligibility
Participation in the SPP is optional and open to eligible shareholders, being holders of fully paid shares in TFS at 7.00 pm (Sydney time) Friday, 1 April 2016 and whose address on the share register is in Australia or New Zealand.
The laws of some countries prohibit or make impracticable participation in the SPP by certain overseas Shareholders. Unfortunately, Shareholders who are not resident in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of Shares for sale in any other jurisdiction.
Your right to participate in the SPP is not transferrable.