PAN ASIA CORP LTD 21 July 2015
311 - 313 Hay Street
SUBIACO WA 6008
P: + 61 8 6489 0600
F: + 61 8 9388 3701
ABN: 45 098 448 269
NON RENOUNCEABLE ENTITLEMENT SHAREHOLDER LETTERSPan Asia Corporation Limited (ASX: PZC) ("the Company") advises that the attached non renounceable entitlement letters were sent to eligible and ineligible shareholders on 10 July 2015.
ENDS For Further Information Contact: Alan Hopkins Jason Campbell
Chief Executive Officer Commercial Manager & Company Secretary
Pan Asia Corporation Limited Pan Asia Corporation Limited
Tel: + 61 8 6489 0600 Tel: +61 8 6489 0600 info@panasiacorp.com.au
Pan Asia Corporation Limited aims to be a supplier of key energy resources into the expanding Asian markets. Our flagship TCM Project is a high CV thermal coal project in South Kalimantan. The Company seeks to generate significant
projects, de-risking them ready for development partners / offtake agreements with quality, life of mine partners.
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10 July 2015
Dear Shareholder
311 - 313 Hay Street
SUBIACO WA 6008
P: + 61 8 6489 0600
F: + 61 8 9388 3701
ABN: 45 098 448 269
We are writing to you as a registered holder of shares in Pan Asia Corporation Limited (Company).
As announced to ASX on 9 July 2015, the Company is undertaking a pro rata non-renounceable entitlement offer of ordinary fully paid shares to eligible shareholders, being persons who are registered as shareholders of the Company on the record date of 15 July 2015 (Record Date) and have a registered address in Australia or New Zealand, or who are otherwise eligible under all applicable securities laws to receive an offer of shares under the offer.
The offer is made on the basis of 4 new shares (New Shares) for every 5 shares held by eligible shareholders on
15 July 2015 (Record Date) at an issue price of $0.007 per New Share to raise up to approximately $2,011,412
(before expenses) (Entitlement Offer). In calculating entitlements under the Entitlement Offer, fractions will be
rounded down to the nearest whole number.
Shareholders who, at the Record Date, have an address registered in either Australia or New Zealand, or who are otherwise eligible under all applicable securities laws to receive an offer of shares under the Entitlement Offer will be eligible to participate in the Entitlement Offer. All other shareholders will not be eligible to participate.
However, pursuant to section 615 of the Corporations Act 2001 (Cth) (Corporations Act), the Company has appointed a foreign holder nominee (Nominee) to subscribe for the New Shares which ineligible shareholders would otherwise have been entitled to apply for had they been eligible to participate in the Entitlement Offer. The Nominee will then sell such New Shares and remit the net proceeds (if any) to the ineligible shareholders in proportion to their respective shareholdings.
New Shares issued pursuant to the Entitlement Offer will rank equally to existing fully paid ordinary shares currently on issue and the Company will apply to ASX for official quotation of the New Shares.
If you are an eligible shareholder, an Offer Document and Entitlement and Acceptance Form specifying your entitlement will be sent to you on 20 July 2015.
Eligible shareholders will be entitled to apply for New Shares not otherwise taken up in the Entitlement Offer at the same price of $0.007 per New Share (Shortfall Shares). The directors reserve the right, subject to any restrictions imposed by the Corporations Act or the ASX Listing Rules, to issue the Shortfall Shares at their discretion. Please refer to section 1.7 of the Offer Document for further information in relation to the Company's policy in relation to the allocation of the Shortfall Shares.
The Entitlement Offer is not underwritten.
TD180001 1
Use of FundsIt is intended that the proceeds from the Entitlement Offer will be used in accordance with the table set out below.
Use of funds | Level of subscription | |||
Use of funds | 25%1 | 50%2 | 75%3 | 100%4 |
Project holding costs, expenditure and other new project activities5 | $90,000 | $150,000 | $300,000 | $500,000 |
Existing creditors | $300,000 | $300,000 | $300,000 | $300,000 |
Expenses of the Entitlement Offer | $30,000 | $30,000 | $30,000 | $30,000 |
Working capital6 | $82,853 | $525,706 | $878,560 | $1,181,412 |
Total | $502,853 | $1,005,706 | $1,508,560 | $2,011,412 |
Notes:
1. Assumes that 71,836,172 New Shares are issued under the Entitlement Offer and the Company raises $502,853.
2. Assumes that 143,672,343 New Shares are issued under the Entitlement Offer and the Company raises $1,005,706.
3. Assumes that 215,508,515 New Shares are issued under the Entitlement Offer and the Company raises $1,508,560.
4. Assumes that 287,344,687 New Shares are issued under the Entitlement Offer and the Company raises $2,011,412.
5. Project holding costs relate to funds that will be used to support the TCM Project, including to maintain the project in good standing. If the Company completes the sale of its interest in the TCM Project (see Section 3.2(b) of the Offer Document for further information) then the Company will be also be seeking a new project over the next 12 months to replace the TCM Project.
6. Working capital may include wages, payments to contractors, rent and outgoings, insurance, accounting, audit, legal and listing fees, payments to creditors (including Kopex), interest payments, other items of a general administrative nature and cash reserves which may be used in connection with the Company's projects, as determined by the Board at the relevant time. Specific examples of how the Company may use working capital include to repay the Kopex loan and associated interest (see Section 3.2(a) of the Offer Document for further information) and to fund all costs associated with the Company's proposed sale of its interest in the TCM Project (see Section 3.2(b) of the Offer Document for further information).
Capital StructureThe capital structure of the Company following completion of the Offer is summarised below:
Shares | Number |
Shares on issue at date of the Entitlement Offer | 359,180,859 |
New Shares offered under the Entitlement Offer | 287,344,687 |
Total Shares on issue at completion of the Offer | 646,525,546 |
Note: The number of New Shares issued assumes that the Entitlement Offer is fully subscribed, and is subject to rounding.
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TimetableThe Entitlement Offer is proposed to be conducted according to the following timetable:
Event | Date |
Announcement of Offer, Appendix 3B, cleansing notice and Offer Document lodged with ASX | 8 July 2015 |
Notice sent to Shareholders | 10 July 2015 |
'Ex' date1 | 13 July 2015 |
Record Date (7.00pm (AEST))2 | 15 July 2015 |
Offer Document sent to Eligible Shareholders and announcement of issue of Offer Document | 20 July 2015 |
Opening Date | 20 July 2015 |
Closing Date (5.00pm (AEST)) | 6 August 2015 |
Deferred settlement trading commences | 7 August 2015 |
ASX notified of any undersubscriptions | 11 August 2015 |
Issue of new Shares and deferred settlement trading ends | 13 August 2015 |
Issue of holding statements and commencement of trading of new Shares | 14 August 2015 |
Notes:
1. The date from which shares commence trading without the entitlement to participate in the Entitlement Offer.
2. The date for determining the entitlements of eligible shareholders to participate in the Entitlement Offer.
All dates (other than the date of lodgement of the Offer Document with ASX) are indicative only. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late acceptances, either generally or in particular cases, without notice.
On 20 July 2015, the Company will dispatch an Offer Document together with a personalised Entitlement and Acceptance Form to eligible shareholders. If you are eligible and wish to participate in the Entitlement Offer, you will need to complete this personalised Entitlement and Acceptance Form and return it with the appropriate application monies to the Company's share registry before 5.00pm (AEST) on the anticipated closing date of 6 August 2015.
The Offer Document includes details of the Entitlement Offer and the risks associated with investing in the Company. It is recommended that you read the Offer Document carefully and, if you are interested in participating in the Entitlement Offer, consult with your professional advisers.
For further information please contact the Company Secretary on +61 8 6489 0600. Yours faithfully
Company Secretary
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10 July 2015
Dear Shareholder
311 - 313 Hay Street
SUBIACO WA 6008
P: + 61 8 6489 0600
F: + 61 8 9388 3701
ABN: 45 098 448 269
We are writing to you in relation to your shareholding in Pan Asia Corporation Limited (Company).
As required by section 9A of the Corporations Act 2001 (Cth) (Corporations Act) and ASX Listing Rule 7.7, we hereby notify you of the following:
(a) On 9 July 2015 the Company announced to ASX the details of a pro rata non-renounceable entitlement offer of ordinary fully paid shares to eligible shareholders, being persons who are registered as shareholders of the Company on the record date of 15 July 2015 (Record Date) and have a registered address in Australia or New Zealand, or who are otherwise eligible under all applicable securities laws to receive an offer of shares under the offer. All other shareholders (Ineligible Shareholders) will not be eligible to participate.
(b) The offer is on the basis of 4 new shares (New Shares) for every 5 shares held by eligible shareholders of the Company on the Record Date at an issue price of $0.007 per New Share, to raise up to approximately $2,011,412 (before expenses) (Entitlement Offer). In calculating entitlements under the Entitlement Offer, fractions will be rounded down to the nearest whole number.
(c) The Company has set 7.00pm AEST on 15 July 2015 as the Record Date for the purposes of determining shareholders entitlement to participate in the Entitlement Offer.
(d) The Company has determined, in accordance with the Corporations Act and ASX Listing Rule 7.7, that it would be unreasonable to make the Entitlement Offer to Ineligible Shareholders after taking into account the following:
(i) the number of Ineligible Shareholders as a proportion of the total number of shareholders of the Company;
(ii) the number and value of New Shares that would be offered to Ineligible Shareholders; and
(iii) the costs of complying with the legal requirements and the requirements of regulatory authorities in overseas jurisdictions.
(e) Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3)(b) of the Corporations Act, this letter is to inform you that the Company has determined that you are an Ineligible Shareholder and therefore are not eligible to apply for New Shares under the Entitlement Offer.
(f) Pursuant to section 615 of the Corporations Act and for the purposes of ASX Listing Rule 7.7, the Company has appointed Symmetry Group Pty Ltd (Nominee) as its foreign holder nominee. The Australian Securities and Investments Commission (ASIC) has approved the appointment of the Nominee.
(g) Pursuant to the arrangement with the Nominee, the Nominee will subscribe for the New Shares which Ineligible Shareholders would be entitled to if they were eligible to participate in the Entitlement Offer (Nominee Shares). The Nominee will then sell the Nominee Shares and remit the net proceeds from the sale of the Nominee Shares (if any) to the Ineligible Shareholders in proportion to their respective shareholdings.
The Nominee will have the absolute and sole discretion to determine the timing and price at which the Nominee Shares may be sold and the manner of any such sale.
Any interest earned on the proceeds of the sale of the Nominee Shares will firstly be applied against expenses of such sale, including brokerage, and any balance will form part of the proceeds payable to the Ineligible Shareholders (if any).
The Company will forward the proceeds of the sale of the Nominee Shares (if any) as soon as reasonably practicable to the Ineligible Shareholders in proportion to their respective shareholdings (after deducting the subscription price, brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company.
Notwithstanding that the Nominee must sell Nominee Shares, Ineligible Shareholders may nevertheless receive no net proceeds if the subscription price plus costs of the sale is greater than the sale proceeds.
Both the Company and the Nominee take no responsibility for the outcome of th e sale of the
Nominee Shares.
For further information please contact your stockbroker or other professional adviser of the Company
Secretary on +61 8 6489 0600.
Yours faithfully
Company Secretary
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