Pacific American Coal Limited ABN 83 127 131 604
Entitlement Offer Document
For a pro rata non-renounceable rights issue to Eligible Shareholders on the basis of one (1) New Share for every eight (8) Existing Shares held by Eligible Shareholders at the Record Date at an issue price of $0.10 per New Share (together with one (1) attaching New Option for every two (2) New Shares subscribed for and issued) to raise up to approximately AUD1,800,000 (before costs).
Eligible Shareholders may also apply for additional New Securities under the Top Up Offer.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
It should be read in its entirety.
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
This Offer Document is not a prospectus and has not been lodged with ASIC. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Securities offered under this Offer Document.
The New Securities offered under this Offer Document should be considered speculative.
The Entitlement Offer opens on Thursday 10 November 2016 and closes at 5.00pm (AEDT) on Wednesday 30 November 2016. Valid acceptances must be received before the closing deadline.
Applications for New Shares by Eligible Shareholders can only be made by using or following the instructions on the Entitlement and Acceptance Form accompanying this Offer Document. Each Entitlement and Acceptance Form sets out the Eligible Shareholder's Entitlement to participate in the Offer. Please read the instructions in this Offer Document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.
Table of contents
Section A Important Information 3
Section B Chairman's Letter 5
Section C Details of the Entitlement Offer 7
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Details of the Entitlement Offer 7
Section D How to Apply 16
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How to apply 16
Section E Risk Factors 19
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Risk Factors 19
Section F Additional Information 24
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Additional information 24
Section G Defined Terms 26
Section H Corporate Directory 29
Section A Important Information
This Offer Document is issued pursuant to section 708AA of the Corporations Act for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act, as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84.
This Offer Document has been prepared by Pacific American Coal Limited ABN 83 127 131 604 (ASX:PAK) (PAK or Company) and was lodged with ASX on Thursday 10 November 2016.
ASX takes no responsibility for the content of this Offer Document.
Not a prospectus
This Offer Document is not a prospectus and has not been lodged with ASIC. This Offer Document does not contain all of the information that an investor would find in a prospectus or which may be required by an investor in order to make an informed investment decision regarding, or about the rights attaching to, New Securities. Nevertheless, this Offer Document contains important information and requires your immediate attention. It should be read in its entirety. If you are in any doubt as to how to deal with this Offer Document, you should consult your professional adviser as soon as possible.
No authorisation
No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Entitlement Offer.
No investment advice
The information provided in this Offer Document and the accompanying Entitlement and Acceptance Form is not financial product advice and has been prepared without taking into account each Eligible Shareholder's investment objectives, financial circumstances or particular needs.
The information contained in this Offer Document and the accompanying Entitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information which an Eligible Shareholder may require in order to determine whether or not to subscribe for New Shares and New Options and the information may be changed, modified or amended at any time by the Company. Neither the Company, nor any advisor of the Company intends to update the Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in this Offer Document or in any other information that may be made available concerning the Company. Potential investors should conduct their own due diligence investigations regarding the Company.
If an Eligible Shareholder has any questions it should consult its professional adviser before deciding whether or not to accept all or any part of its Entitlement.
Applications for New Shares
Applications for New Shares and New Options by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, enclosed with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Entitlement Offer.
Overseas shareholders
This Offer Document does not constitute an offer in any overseas jurisdiction where it would be unlawful to make the Offer. You must ensure compliance with all laws of any country relevant to your Application. We will take the return of a duly completed Entitlement and Acceptance Form as a representation by you that there has been no breach of any laws and that you are an Eligible Shareholder. Shareholders who reside outside Australia and New Zealand and receive this Offer Document should consult their professional advisers before taking any further action. In any case, this Offer is not being made to shareholders who reside in the United States of America or Hong Kong.
Disclaimers
No representation or warranty, express or implied, is made by any person in relation to the fairness, accuracy, completeness or reliability of all or part of this Offer Document, or any constituent or associated presentation, information or material, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, the information or any part of it. The information in this Offer Document may include information derived from third party sources that has not been independently verified.
Privacy
The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purpose of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.
By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purpose set out in this Offer Document and may disclose it for those purposes to the Company's share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.
If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.
Collection, maintenance and disclosure of personal information is governed by legislation including the Privacy Act 1988 (Cth), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.