TAMA OILG For a renounceable entitlement issue of 3 Shares for every 2 Shares held by those Shareholders registered at the Record Date at an issue price of 0.2c per Share to raise up to $2,142,000 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).
This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.
The Shares offered by this Prospectus should be considered as speculative.
- CORPORATE DIRECTORY
Directors
Alexander Parks (Managing Director) Justin Norris (Non-Executive Director) Brett Lawrence (Executive Director)
Company Secretary
Sylvia Moss
Registered Office
Level 7
1008 Hay Street
Perth WA 6000
Telephone: + 61 8 9389 2000
Facsimile: +61 8 9389 2099
Email: info@tamaska.com.au Website: www.tamaska.com.au
Share Registry*
Automic Registry Services Suite 1a, Level 1
7 Ventnor Ave
West Perth WA 6005
Telephone: +61 8 9324 2099
Facsimile: +61 8 9321 2337
Stock Exchange Listing
Australian Securities Exchange ASX Code: TMK
Solicitors
GTP Legal Level 1
28 Ord Street
West Perth WA 6005
Auditor*
BDO Audit (WA) Pty Ltd 35 Station Street
Subiaco WA 6008
*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus.
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TIMETABLE
Demerger Record Date
Thursday, October 08, 2015
Notice sent to Option holders
Friday, October 16, 2015
Lodgement of Prospectus with the ASIC
Monday, October 19, 2015
Lodgement of Prospectus & Appendix 3B with ASX
Monday, October 19, 2015
Notice sent to Shareholders
Wednesday, October 21, 2015
Ex date
Friday, October 23, 2015
Rights start trading
Friday, October 23, 2015
Record Date
Tuesday, October 27, 2015
Prospectus sent out to Shareholders & Company announces this has been completed
Thursday, October 29, 2015
Rights stop trading
Monday, November 02, 2015
Securities quoted on a deferred settlement basis
Wednesday, November 04, 2015
Closing Date*
Tuesday, November 10, 2015
ASX notified of under subscriptions
Wednesday, November 11, 2015
Issue date/Shares entered into Shareholders' security holdings**
Wednesday, November 11, 2015
Normal trading resumes
Thursday, November 12, 2015
*The Directors may extend the Closing Date in accordance with the Listing Rules prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.
**Indicative date only.
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IMPORTANT NOTES
This Prospectus is dated 19 October 2015 and was lodged with the ASIC on that date. The ASIC, ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus.
No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.
It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares - the subject of this Prospectus - should be considered highly speculative.
Applications for Shares offered to Eligible Shareholders pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form sent with this Prospectus. The Entitlement and Acceptance Form sets out an Eligible Shareholders' Entitlement to participate in the Offer.
A copy of this Prospectus is available for inspection at the registered office of the Company at Level 7, 1008 Hay Street, Perth WA 6000 Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request.
This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.
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Risk factors
Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.
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Forward-looking statements
This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.
These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.
We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.
We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.
These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 7 of this Prospectus.
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DETAILS OF THE OFFER
- The Offer
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What Eligible Shareholders may do
The number of Shares to which Eligible Shareholders are entitled is shown on the accompanying personalised Entitlement and Acceptance Form. Eligible Shareholders may:
take up all of their Entitlement (refer to section 4.3);
sell all of their Entitlement on ASX (refer to section 4.4);
take up a proportion of their Entitlement and sell the balance on ASX (refer to section 4.5);
take up a proportion of their Entitlement and allow the balance to lapse (refer to section 4.6);
sell all or a proportion of their Entitlement other than on ASX (refer to section 4.7); or
allow all or part of their Entitlement lapse (refer to section 4.8).
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Taking up all of your Entitlement
Should you wish to accept all of your Entitlement, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.
Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form.
Completed Entitlement and Acceptance Forms must be accompanied by a cheque, to be completed and provided to the Company as set out in section
4.11. If you wish to pay via BPAY® you must follow the instructions in section 4.12. The Company shall not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.
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Selling all your Entitlement on ASX
The Entitlements under the Offer are renounceable, which means that all or part of an Eligible Shareholder's rights to subscribe for Shares under the Offer may be traded on ASX. If you wish to sell all of your Entitlement on ASX, provide instructions to your stockbroker regarding the Entitlement you wish to sell on ASX. Trading of Entitlements will commence on ASX on 23 October 2015 and will cease on 2 November 2015.
There is no guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on ASX or that any particular price will be paid for the Entitlements sold on ASX.
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Taking up a proportion of your Entitlement and selling the balance on ASX
Subsequently, provide instructions to your stockbroker regarding the proportion of your Entitlement you wish to sell on ASX as per section 4.4.
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Taking up a proportion of your Entitlement and allowing the balance to lapse
If you wish to take up only part of your Entitlement and allow the balance to lapse, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in section 0. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from taking up or selling that part of your Entitlement.
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Selling all or a proportion of your Entitlement other than on ASX
You may elect to transfer all or a proportion of your Entitlement to another person other than on ASX. If the purchaser of your Entitlement is an Ineligible Shareholder or a person that would be an Ineligible Shareholder if they were a registered holder of Shares, that purchaser will not be able to take up the Entitlement they have purchased.
If you are a Shareholder on the issuer sponsored subregister and you wish to transfer all or a proportion of your Entitlement to another person other than on ASX, forward a completed standard renunciation and transfer form (obtainable from the Company's share registry) and the applicable transferee's cheque for the Shares they wish to subscribe for payable to 'Tamaska Oil & Gas Ltd - Entitlement Issue Account' and crossed 'Not Negotiable' to the Company's share registry (by post at any time after the issue of this Prospectus and to be received on or before the Closing Date) at the following address:
By Post Automic Registry Services PO Box 223
West Perth WA 6872
If you wish to transfer all or a proportion of your Entitlement to or from another person on the CHESS subregister, you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies for Shares that the transferee of the Entitlement wants to acquire must be received by Company's share registry in accordance with section 4.3.
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Allow all or part of your Entitlement to lapse
Shareholders should be aware that their Entitlement may have value. Entitlements are renounceable, which enables Eligible Shareholders who do not wish to take up part or all of their Entitlement to seek to sell or trade all or some of their Entitlement on ASX.
If you do not wish to accept or trade any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement or dispose of your Entitlement by the Closing Date, the Offer to you will lapse.
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Implications of an acceptance
Returning a completed Entitlement and Acceptance Form or paying any Application Monies by BPAY® will be taken to constitute a representation by you that:
you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety;
you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY® payment instruction is given in relation to any Application Monies, the application may not be varied or withdrawn except as required by law.
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Minimum subscription
There is no minimum subscription.
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Payment by cheque/bank draft
All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to 'Tamaska Oil and Gas Ltd - Entitlement Issue Account' and crossed 'Not Negotiable'.
Your completed Entitlement and Acceptance Form and cheque must be lodged and received at any time after the issue of this Prospectus, but no later than 5:00 pm WST on the Closing Date, at the Company's share registry (by post):
By Post Automic Registry Services PO Box 223
West Perth WA 6872
The Company shall not be responsible for any postal or delivery delays.
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Payment by BPAY®
For payment by BPAY®, please follow the personalised instructions in your Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:
you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.
Make sure that you use the specific Biller Code and unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. You do not need to return a completed Entitlement and Acceptance Form but are taken to have made the declarations in the Entitlement and Acceptance Form and the representations outlined in section 4.9. If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings, only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your Application Monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid).
It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5:00 pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.- Details of substantial holders
Based on publicly available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:
Shareholder
Shares
%
Craig Ian Burton (consolidated holding)
197,000,000
27.59%
Hoperidge Enterprises
82,000,000
11.48%
Havoc Partners
80,000,000
11.2%
Charles Morgan (consolidated holding)
71,400,000
10%
In the event all Entitlements are accepted there will be no change to the relevant percentage interests of substantial holders on completion of the Offer.
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Underwriting
The Offer is not underwritten.
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Effect on control of the Company
Mr Burton has advised the Company that:
he will not apply under his Entitlement or Shortfall Offer, to increase his relevant interest in Shares to more than his current holding being 27.59% of the total issued capital of the Company; and
subject to the above, it is his current intention to take up all of his Entitlement (being 295,500,000 Shares for $591,000).
Hoperidge Enterprises has advised the Company that:
it will not apply under its Entitlement or the Shortfall Offer, to increase its Shareholding to more than 19.99% of the total issued capital of the Company; and
subject to the above, it is its current intention to take up all of its Entitlement (being 123,000,000 Shares for $246,000) and may participate in the Shortfall up to the maximum percentage specified in paragraph above.
Havoc Partner has advised the Company that:
it will not apply under its Entitlement or the Shortfall Offer, to increase its Shareholding to more than 19.99% of the total issued capital of the Company; and
subject to the above, it is its current intention to take up all of its Entitlement (being 120,000,000 Shares for $240,000).
Mr Charles Morgan has advised the Company that:
it will not apply under its Entitlement or the Shortfall Offer, to increase its Shareholding to more than 19.99% of the total issued capital of the Company; and
subject to the above, it is its current intention to take up all of its Entitlement (being 107,100,000 Shares for $214,200).
- Potential dilution to Shareholders
The Offer is being made as a renounceable entitlement issue of 3 Shares for every 2 Shares held by Eligible Shareholders, at an issue price of $0.002 (0.2 cents per Share). Fractional Entitlements will be rounded up to the nearest whole number.
The Prospectus is also for the offer of the Shortfall Shares. Refer to Section 4.17 for further information and details of the Shortfall Offer.
Based on the capital structure of the Company as at the date of this Prospectus and assuming all Entitlements are accepted, a maximum of 1,071,000,000 Shares will be issued pursuant to this Offer, to raise up to $2,142,000 (before costs).
Number | |
Shares currently on issue | 714,000,000 |
Shares offered pursuant to the Offer | 1,071,000,000 |
Total Shares on issue after completion of the Offer assuming all Shortfall Shares are placed under Shortfall Offer | 1,785,000,000 |
As at the date of this Prospectus the Company has 180,000,000 unlisted Options on issue, all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to section 5.4 of this Prospectus for information on the exercise price and expiry date of the Options on issue.
All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to section 6 for further information regarding the rights and liabilities attaching to the Shares.
The purpose of the Offer and the intended use of funds raised are set out in section
5.1 of this Prospectus.
The Table below shows the possible voting power of Mr Craig Burton (through various controlled entities), Mr Charles Morgan (through various controlled entities), Hoperidge Enterprises Pty Ltd and Havoc Partners LLP assuming they take up their Entitlement, participate in the Shortfall Offer (subject to the above limitations) and the amounts specified below are raised.
Craig Burton Entities | Hoperidge | Havoc | Charles Morgan Entities | |||||
Event | Shares held | Voting power | Shares held | Voting power | Shares held | Voting power | Shares held | Voting power |
Current holdings | 197,000,000 | 27.59% | 82,000,000 | 11.48% | 80,000,000 | 11.20% | 71,400,000 | 10.00% |
Entitlement | 295,500,000 | 123,000,000 | 120,000,000 | 107,100,000 | ||||
Shortfall if Available | 150,000,000 | |||||||
Envisaged holding on Completion of Entitlement Issue (100% of shortfall placed) | 492,500,000 | 27.59% | 355,000,000 | 19.89% | 200,000,000 | 11.20% | 178,500,000 | 10.00% |
Fully subscribed by all other shareholders) | 492,500,000 | 27.59% | 205,000,000 | 11.48% | 200,000,000 | 11.20% | 178,500,000 | 10.00% |
75% subscribed by other shareholders | 492,500,000 | 27.59% | 311,350,000 | 18.55% | 200,000,000 | 11.2% | 178,500,000 | 10.00% |
50% subscribed | 460,000,000 | 27.63% | 330,000,000 | 19.82% | 200,000,000 | 12.01% | 178,500,000 | 10.72% |
25% subscribed | 400,000,000 | 27.43% | 290,000,000 | 19.88% | 200,000,000 | 13.71% | 178,500,000 | 12.24% |
0% subscribed | 347,500,000 | 27.59% | 250,000,000 | 19.85% | 200,000,000 | 15.88% | 178,500,000 | 14.17% |
In addition, Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 60% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:
Holder | Holding as at Record date | % at Record Date | Entitlements under the Offer | Holdings if Offer not taken Up | % post Offer |
Shareholder 1 | 100,000,000 | 14.01% | 150,000,000 | 100,000,000 | 5.60% |
Shareholder 2 | 10,000,000 | 1.40% | 15,000,000 | 10,000,000 | 0.56% |
Shareholder 3 | 5,000,000 | 0.70% | 7,500,000 | 5,000,000 | 0.28% |
Shareholder 4 | 1,500,000 | 0.21% | 2,250,000 | 1,500,000 | 0.08% |
Shareholder 5 | 400,000 | 0.06% | 600,000 | 400,000 | 0.02% |
Shareholder 6 | 50,000 | 0.01% | 75,000 | 50,000 | 0.00% |
1. The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.
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