Notification of Consolidation/Split
Announcement Summary
Entity name
THOR MINING PLC
Applicable security for the reorganisation
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THR
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CHESS DEPOSITARY INTERESTS 1:1
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THRAK
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OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES
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THRAM
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ORDINARY FULLY PAID
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Announcement Type
New Announcement
Date of this announcement
Monday October 31, 2016
Reorganisation type
Security consolidation
Effective Date
Tuesday November 29, 2016
Record Date
Wednesday November 30, 2016
Issue Date
Wednesday December 7, 2016
Additional Information
There are two aspects to the Company's capital re-organisation:
1) As a Company incorporated in the UK, the ordinary shares of Thor have a par value. In order to retain a its existing par value of 0.01 pence post consolidation, the Company seeks shareholder approval to reduce the par value of the Company¿s ordinary fully paid shares by a factor of 25, from 0.01p to 0.0004p, effective immediately prior to the proposed share consolidation. This is achieved through a sub-division of the existing ordinary fully paid shares to create two classes of shares (refer Resolution 13 of the Notice of Annual General Meeting):
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Ordinary shares with a nominal value of 0.0004p; and
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deferred shares with a nominal value of 0.0096p ("A Deferred Shares"). Subject to the provisions of the Companies Act 2006, the A Deferred Shares may then be cancelled by the Company; or may be bought back by the Company for £1 and then cancelled as permitted under the proposed amended articles (refer Resolution 15 of the Notice of Annual General Meeting). If the Company determines to cancel or buy back the deferred shares, it will advise Shareholders accordingly at the relevant time. The A Deferred Shares shall not be quoted and no share certificates will be issued in respect of the same. The A Deferred Shares are effectively valueless.
2) The proposed share consolidation would then reduce the number of ordinary fully paid shares of the Company through the conversion of every twenty five Shares at a par value of 0.0004p into one Share at a par value of 0.01p. Refer Resolution 14 of the Notice of Annual General Meeting.
Refer to below for full details of the announcement
Announcement Details
Part 1 - Entity and announcement details
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*Name of +Entity
THOR MINING PLC
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*Registered Number Type
ARBN
121117673
Registration Number
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*ASX issuer code
THR
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*The announcement is
New announcement
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*Date of this announcement
Monday October 31, 2016
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*Securities affected by the reorganisation
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THR
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CHESS DEPOSITARY INTERESTS 1:1
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THRAK
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OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES
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THRAM
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ORDINARY FULLY PAID
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Part 2 - Approvals
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*Are any of the below approvals required for the reorganisation before business day 0 of the timetable?
Security holder approval Court approval
Lodgement of court order with +ASIC ACCC approval
FIRB approval
Another approval/condition external to the entity required to be given/met before business day 0 of the timetable for the reorganisation.
Yes
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Approvals
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Approval/Condition
+Security holder approval
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Date for determination
Friday November 25,
2016
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Is the date estimated or actual?
Actual
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**Approval received/condition met?
[Select...]
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Comments
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Part 3 - Reorganisation timetable and details
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*+Record date
Wednesday November 30, 2016
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Date of +security holder meeting
Friday November 25, 2016
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Last day for trading in the pre-re-organised +securities
Monday November 28, 2016
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*Effective date. Trading in the re-organised securities commences on a +deferred settlement basis. If the +entity's securities are suspended from trading during this period there will be no
+deferred settlement trading however ASX still captures this date.
Tuesday November 29, 2016
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Record date
Wednesday November 30, 2016
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First day for +entity to send notices to +security holders of the change in the number of
+securities they hold. First day for +entity to register +securities on a post-reorganised basis
Thursday December 1, 2016
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*+Issue date. +Deferred settlement market ends. Last day for +entity to send notices to
+security holder of the change in the number of +securities they hold. Last day for +entity to register +securities on a post-reorganised basis
Wednesday December 7, 2016
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Trading starts on a normal T+2 basis
Thursday December 8, 2016
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First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis
Monday December 12, 2016
Part 4 - Reorganisation type and details
4.1 *The reorganisation is
+Security consolidation
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a *Consolidation ratio: the +securities will be consolidated on the basis that every
25
(pre-consolidation) +securities will be consolidated into
1
(post-consolidation) +security (/ies).
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*Scrip fraction rounding
Fractions rounded down to the nearest whole number or fractions disregarded
Part 5 - +Securities on issue before and after reorganisation
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*+Securities on issue before and after the reorganisation
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*ASX +Security Code
THR
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*ASX +Security Description
CHESS DEPOSITARY INTERESTS 1:1
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Quoted/unquoted
Quoted
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Number on issue before reorganisation 2,322,717,019
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Number on issue after reorganisation 92,908,681
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Estimate/Actual
Estimated
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*ASX +Security Code
THRAK
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*ASX +Security Description OPTION EXPIRING
VARIOUS DATES EX
VARIOUS PRICES
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Quoted/unquoted
Unquoted
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Number on issue before reorganisation 3,696,000,000
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Number on issue after reorganisation 147,840,000
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Estimate/Actual
Estimated
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*ASX +Security Code
THRAM
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*ASX +Security Description
ORDINARY FULLY PAID
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Quoted/unquoted
Unquoted
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Number on issue before reorganisation 5,159,670,491
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Number on issue after reorganisation 206,386,820
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Estimate/Actual
Estimated
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*Exercise price of options
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*ASX +Security Code
THRAK
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*ASX +Security Description
OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES
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Quoted/unquoted
Unquoted
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Exercise price before reorganisation
AUD 0.00000000
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Exercise price after reorganisation AUD 0.02000000
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Part 6 - Further information
6.1 Further information relating to the reorganisation