TIDMNMT
RNS Number : 0489V
Neometals Ltd
29 November 2023
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE
UNITED STATES
29 November 2023
Neometals Ltd
("Neometals" or "the Company")
Entitlement Offer Opens
Innovative battery materials recycler, Neometals Ltd (ASX: NMT
& AIM: NMT) ("Neometals" or "the Company"), refers to its ASX
Announcement on Tuesday, 21 November 2023 in relation to the 1 for
8 pro-rata accelerated non renounceable entitlement offer of new
fully paid ordinary shares in NMT (New Shares) to raise
approximately A$13 million (Entitlement Offer).
The Entitlement Offer opens today.
NMT has today lodged an offer booklet on the ASX, which sets out
further details in respect of the Entitlement Offer (Offer
Booklet).
Eligible Shareholders (as defined in the Offer Booklet) will be
invited to participate in the Entitlement Offer at A$0.19 per New
Share (Offer Price) being the same price applied to the Placement
which recently closed, raising approximately A$9 million (before
costs).
Eligible Shareholders are also offered the opportunity to apply
for additional new shares in excess of their entitlement, at the
Offer Price (subject to compliance with applicable laws and to the
terms set out in the Offer Booklet). [1]
The Entitlement Offer is expected to close at 5.00pm (Perth
time) on Friday, 8 December 2023.
OFFER BOOKLET
Attached to this announcement is a copy of the Offer Booklet
which will be made available to Eligible Shareholders, together
with an Entitlement and Acceptance Form. A copy of both documents
will also be able to be accessed by Eligible Shareholders through
www.computersharecas.com.au/nmtoffer .
The Offer Booklet and the Entitlement and Acceptance Form
contains important information about the Entitlement Offer,
including how Eligible Shareholders can apply to participate in the
Entitlement Offer.
A letter will shortly be made available to Eligible Shareholders
notifying them of the Entitlement Offer, as well as a letter that
will shortly be made available to Ineligible Shareholders (as
defined in the Offer Booklet), this can be found at
https://wcsecure.weblink.com.au/pdf/NMT/02747175.pdf .
Shareholders can contact the Offer Information Line on 1300 850
505 (for callers within Australia) or +61 3 9415 4000 (for callers
outside Australia) between 8.30am and 5.00pm (AEDT time) on Monday
to Friday.
Authorised for release by the Board of Neometals Ltd.
For more information, please contact:
Neometals Ltd
Chris Reed, Managing Director & Chief Executive
Officer +61 8 9322 1182
Jeremy McManus, General Manager - IP & IR +61 8 9322 1182
Cavendish Capital Markets Limited - NOMAD
& Joint Broker
Neil McDonald +44 (0)131 220 9771
Peter Lynch +44 (0)131 220 9772
Adam Rae +44 (0)131 220 9778
Camarco PR + 44(0) 20 3 757 4980
Gordon Poole
Emily Hall
Lily Pettifar
About Neometals
Neometals has developed and is commercialising three
environmentally-friendly processing technologies that produce
critical and strategic battery materials at lowest quartile costs
with minimal carbon footprint.
Through strong industry partnerships, Neometals is demonstrating
the economic and environmental benefits of sustainably producing
lithium, nickel, cobalt and vanadium from lithium-ion battery
recycling and steel waste recovery. This reduces the reliance on
traditional mine-based supply chains and creating more resilient,
circular supply to support the energy transition.
The Company's three core business units are exploiting the
technologies under principal, joint venture and licensing business
models:
-- Lithium-ion Battery ("LiB") Recycling (50% technology) -
Commercialisation via Primobius GmbH JV (NMT 50% equity). All
plants built by Primobius' co-owner (SMS group 50% equity), a
150-year-old German plant builder. Providing recycling service as
principal in Germany and commenced plant supply and licensing
activities as technology partner to Mercedes-Benz. Primobius
targeting first commercial 21,000 tpa plant offer to Canadian
company Stelco in the DecQ 2023;
-- Lithium Chemicals (70% technology) - Commercialising patented
ELi(TM) electrolysis process, co-owned 30% by Mineral Resources
Ltd, to produce battery quality lithium hydroxide from brine and/or
hard-rock feedstocks at lowest quartile operating costs. Co-funding
Pilot Plant trials in 2023 with planned Demonstration Plant trials
and evaluation studies in 2024 for potential 25,000tpa LiOH
operation in Portugal under a 50:50 JV with related entity to
Bondalti, Portugal's largest chemical company; and
-- Vanadium Recovery (100% technology) - aiming to produce
high-purity vanadium pentoxide from processing of steelmaking
by-product ("Slag") at lowest-quartile operating cost. Targeting
partnerships with steel makers and participants in the vanadium
chemical value chain under a low risk / low capex technology
licensing business model.
For further information visit www.neometals.com.au
Neometals Limited
ACN 099 116 631
Entitlement Offer Booklet
in relation to
a 1 for 8 pro rata non-renounceable Entitlement Offer at an
Offer Price of $0.19 per New Share to raise a maximum of
approximately $13 million (before costs)
The Entitlement Offer closes at
5pm (Perth time) on Friday, 8 December 2023
The Entitlement Offer is not underwritten.
If you are an Eligible Shareholder, this is an important
document that requires your immediate attention. It should be read
in its entirety. This document is not a prospectus under the
Corporations Act 2001 (Cth) and has not been lodged with the
Australian Securities and Investments Commission. You should
consult your stockbroker, solicitor, accountant, or other
professional adviser if you have any questions.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE
UNITED STATES
Important notices
This Offer Booklet is dated Wednesday, 29 November 2023 and
relates to the Entitlement Offer, which is part of the equity
raising as announced by NMT on Tuesday, 21 November 2023.
Capitalised terms in this section have the meaning given to them in
this Offer Booklet.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE
UNITED STATES
This Offer Booklet has been issued by Neometals Limited (ACN 099
116 631) (NMT).
The Entitlement Offer is made pursuant to section 708AA of the
Corporations Act 2001 (Cth) (Corporations Act) (as notionally
modified by ASIC Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Corporations (Disregarding Technical
Relief) Instrument 2016/73). This Offer Booklet is not a
prospectus, product disclosure statement or any other offering
document under Australian law or any other law and will not been
lodged with ASIC. This Offer Booklet does not contain all of the
information which would be required to be disclosed in a
prospectus, product disclosure statement or other offering document
and as such, does not contain all of the information that a
prospective investor may require to make an investment decision. As
a result, it is important for you to read and understand the
publicly available information on NMT and the Entitlement Offer
(for example, the information available on NMT's website at
https://www.neometals.com.au/ or on the ASX's website at
www.asx.com.au ) prior to deciding whether to accept your
Entitlement and apply for New Shares. The information in this Offer
Booklet does not constitute financial product advice and does not
take into account your investment objectives, financial situation,
or particular needs.
Please contact your professional adviser or the NMT Offer
Information Line on 1300 850 505 (for callers within Australia) or
+61 3 9415 4000 (for callers outside Australia) between 8.30am and
5.00pm (AEDT time) on Monday to Friday.
This Offer Booklet should be read in its entirety (including the
accompanying Entitlement and Acceptance Form) before you decide to
participate in the Entitlement Offer. In particular, the Investor
Presentation in Section 4 of this Offer Booklet details important
factors and risks that could affect the financial and operating
performance of NMT. When making an investment decision in
connection with the Entitlement Offer, it is essential that you
consider these risk factors carefully in light of your individual
personal circumstances, including financial and taxation
issues.
In addition to reading this Offer Booklet in conjunction with
NMT's other periodic and continuous disclosure announcements
including the Investor Presentation and NMT's announcements to the
ASX and on its website, you should conduct your own independent
review, investigations and analysis of NMT and the New Shares and
obtain any professional advice you require to evaluate the merits
and risks of an investment in NMT before making any investment
decision.
By paying for your New Shares through BPAY(R) [2] or via
electronic funds transfer (EFT) (for Eligible Shareholders with a
registered address in New Zealand) in accordance with the
instructions on the Entitlement and Acceptance Form, you
acknowledge that you have read this Offer Booklet and you have
acted in accordance with and agree to the terms of the Entitlement
Offer detailed in this Offer Booklet.
No overseas offering
This Offer does not constitute an offer of New Shares in any
jurisdiction in which it would be unlawful. In particular, this
document may not be distributed to any person, and the New Shares
may not be offered or sold, in any country outside Australia and
New Zealand except to the extent permitted below.
This Offer Booklet and the accompanying Entitlement and
Acceptance Form does not, and is not intended to, constitute an
offer or invitation of New Shares in any jurisdiction in which, or
to any person to whom, it would not be lawful to make such an offer
or invitation. In particular, this Offer Booklet does not
constitute an offer to Ineligible Shareholders.
No action has been taken to register or qualify the Entitlement
Offer, the Entitlements, or the New Shares, or otherwise permit the
public offering of the New Shares, in any jurisdiction other than
Australia and New Zealand.
The distribution of this Offer Booklet (including an electronic
copy) outside Australia and New Zealand, is restricted by law. If
you come into possession of the information in this Offer Booklet,
you should observe such restrictions and should seek your own
advice on such restrictions. Any non-compliance with these
restrictions may contravene applicable securities laws.
None of the information in this Offer Booklet (including the
Investor Presentation and the accompanying ASX announcements) or
the accompanying Entitlement and Acceptance Form constitutes an
offer to sell, or the solicitation of an offer to buy, any
securities in the United States. Neither this Offer Booklet (or any
part of it), the Investor Presentation, the accompanying ASX
announcement nor the accompanying Entitlement and Acceptance Form
may be released or distributed directly or indirectly, to persons
in the United States.
Neither the Entitlements nor the New Shares have been, nor will
be, registered under the U.S. Securities Act of 1933, as amended or
the securities laws of any state or other jurisdiction of the
United States. The Entitlements may not be taken up or exercised
by, and the New Shares issued pursuant to the Entitlement Offer may
not be offered or sold, directly or indirectly, to persons in the
United States or to persons (including nominees or custodians) who
are acting for the account or benefit of a person in the United
States. The Entitlements and the New Shares to be offered and sold
in the Entitlement Offer may only be offered and sold outside the
United States in "offshore transactions" (as defined in Rule 902(h)
under the US Securities Act) in reliance on Regulation S under the
US Securities Act.
Foreign exchange control restrictions or restrictions on
remitting funds from your country to Australia may apply. Your
Application for New Shares is subject to all requisite authorities
and clearances being obtained for NMT to lawfully receive your
Application Monies.
New Zealand
The New Shares are not being offered to the public within New
Zealand other than to existing Shareholders with registered
addresses in New Zealand to whom the offer of these securities is
being made in reliance on the Financial Markets Conduct (Incidental
Offers) Exemption Notice 2021.
This document has been prepared in compliance with Australian
law and has not been registered, filed with or approved by any New
Zealand regulatory authority under the Financial Markets Conduct
Act 2013. This document is not a product disclosure statement under
New Zealand law and is not required to, and may not, contain all
the information that a product disclosure statement under New
Zealand law is required to contain.
Definitions, time, and currency
Defined terms used in this Offer Booklet are contained in
Section 6 of this Offer Booklet. All references to time are to
Perth time, unless otherwise indicated. All references to '$' are
AUD unless otherwise noted.
Taxation
There will be taxation implications associated with
participating in the Entitlement Offer (including the Top Up
Facility) and receiving New Shares. NMT recommends that you consult
your professional tax adviser in connection with the Entitlement
Offer.
Privacy
NMT collects information about each Applicant provided on an
Entitlement and Acceptance Form for the purposes of processing the
Application and, if the Application is successful, to administer
the Applicant's shareholding in NMT.
By paying for your New Shares through BPAY(R) or via EFT you
will be providing personal information to NMT (directly or through
the Share Registry). NMT collects, holds, and will use that
information to assess your Application for New Shares. NMT collects
your personal information to process and administer your
shareholding in NMT and to provide related services to you. NMT may
disclose your personal information for purposes related to your
shareholding in NMT, including to the Share Registry, NMT's related
bodies corporate, agents, contractors and third party service
providers, including mailing houses and professional advisers, and
to ASX and regulatory bodies. You can obtain access to personal
information that NMT holds about you. To make a request for access
to your personal information held by (or on behalf of) NMT, please
contact NMT through the Share Registry.
Governing law
This Offer Booklet, the Entitlement Offer and the contracts
formed on acceptance of the Applications are governed by the law of
Western Australia, Australia. Each Applicant submits to the
exclusive jurisdiction of the courts of Western Australia,
Australia.
No representations
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 Booklet. Any information or
representation in connection with the Entitlement Offer not
contained in the Offer Booklet may not be relied upon as having
been authorised by NMT or any of its officers or its related bodies
corporate or affiliates or any of their respective directors,
officers, employees, partners, consultants, contractors, agents,
advisers or representatives (Beneficiaries). Except as required by
law, and only to the extent so required, none of NMT or any of its
Beneficiaries, nor any other person, warrants or guarantees the
future performance of NMT or any return on any investment made
pursuant to this Offer Booklet.
Past performance
Investors should note that NMT's past performance, including
past share price performance, cannot be relied upon as an indicator
of (and provides no guarantee or guidance as to) NMT's future
performance including NMT's future financial position or share
price performance.
Future performance and forward-looking statements
This Offer Booklet contains certain "forward-looking
statements". The words "expect", "anticipate", "estimate",
"intend", "believe", "guidance", "should", "could", "may", "will",
"predict", "plan" and other similar expressions are intended to
identify forward-looking statements. Indications of, and guidance
on, future earnings and financial position and performance are also
forward-looking statements. Forward-looking statements, opinions
and estimates provided in this Offer Booklet are based on
assumptions and contingencies which are subject to change without
notice and involve known and unknown risks and uncertainties and
other factors which are beyond the control of NMT and its
Beneficiaries. This includes statements about market and industry
trends, which are based on interpretations of current market
conditions.
Forward-looking statements are provided as a general guide only
and should not be relied upon as an indication or guarantee of
future performance. Actual results, performance or achievements may
differ materially from those expressed or implied in such
statements and any projections and assumption on which these
statements are based. These statements may assume the success of
NMT's business strategies. The success of any of those strategies
will be realised in the period for which the forward-looking
statement may have been prepared or otherwise.
Readers are cautioned not to place undue reliance on
forward-looking statements, particularly in light of the ongoing
COVID-19 pandemic, current economic climate and geopolitical
tensions, and except as required by law or regulation, none of NMT
or its Beneficiaries assumes any obligation to update these
forward-looking statements.
No representation or warranty, express or implied, is made as to
the accuracy, likelihood of achievement or reasonableness of any
forecasts, prospects, returns or statements in relation to future
matters contained in this announcement. The forward looking
statements are based on information available to NMT as at the date
of this announcement. Except as required by law or regulation
(including the Listing Rules), none of NMT or its Beneficiaries
undertakes any obligation to provide any additional or updated
information whether as a result of a change in expectations or
assumptions, new information, future events, or results or
otherwise. Indications of, and guidance or outlook on, future
earnings or financial position or performance are also forward
looking statements.
Refer to the 'Key Risks' section of the Investor Presentation
included in Section 4 of this Offer Booklet for a summary of
general and specific risk factors that may affect NMT. Investors
should consider the forward-looking statements contained in this
Offer Booklet in light of those risks and disclosures.
Lead Manager
Euroz Hartleys Limited (Lead Manager) has acted as lead manager
to the Placement and the Entitlement Offer. Neither the Lead
Manager, its respective affiliates, related bodies corporate (as
that term is defined in the Corporations Act), nor its directors,
employees, officers, representatives, agents, partners, consultants
and advisers (together, the Lead Manager Parties), have authorised,
permitted or caused the issue or lodgement, submission, dispatch or
provision of this Offer Booklet (or any other materials released by
NMT) and none of them makes or purports to make any statement in
this Offer Booklet and there is no statement in this Offer Booklet
which is based on any statement by any of them.
The Lead Manager Parties may, from time to time, hold interests
in the securities of, or earn brokerage, fees, or other benefits
from NMT.
Disclaimer
Determination of eligibility of investors for the purposes of
the Entitlement Offer is determined by reference to a number of
matters, including legal and regulatory requirements, logistical
and registry constraints, and the discretion of NMT in consultation
with the Lead Manager. To the maximum extent permitted by law, NMT
and the Lead Manager and each of its affiliates disclaim any duty
or liability (including for negligence) in respect of that
determination and the exercise or otherwise of that discretion.
The Lead Manager Parties take no responsibility for any part of
this Offer Booklet or liability for any loss or damage whatsoever
arising from the use of any part of this Offer Booklet or otherwise
arising in connection with it.
The Lead Manager Parties make no recommendation as to whether
you or your related parties should participate in the Entitlement
Offer nor do they make any representations or warranties, express
or implied, to you concerning the Entitlement Offer or any such
information, and by paying for your New Shares through BPAY(R) or
via EFT in accordance with the instructions on the Entitlement and
Acceptance Form, you represent, warrant and agree that you have not
relied on any statements made by the Lead Manager Parties in
relation to the New Shares or the Entitlement Offer generally.
Risks
An investment in New Shares is subject to investment and other
known and unknown risks, some of which are beyond the control of
NMT. NMT does not guarantee any particular rate of return or the
performance of NMT, nor does it guarantee the repayment of capital
from NMT or any particular tax treatment.
Refer to the 'Key Risks' section of the Investor Presentation
included in Section 4 of this Offer Booklet for a summary of
general and specific risk factors that may affect NMT. You should
consider these risks carefully in light of your personal
circumstances, including financial and taxation issues, before
making an investment decision in connection with the Entitlement
Offer.
No cooling off
Cooling off rights do not apply to an investment in New Shares.
You cannot withdraw an Application once it has been accepted.
Trading New Shares
NMT will have no responsibility and disclaims all liability (to
the maximum extent permitted by law) to persons who trade New
Shares they believe will be issued to them before they receive
their holding statements, whether on the basis of confirmation of
the allocation provided by NMT or the Share Registry or otherwise,
or who otherwise trade or purport to trade New Shares in error or
which they do not hold or are not entitled to.
No Entitlements trading
The rights to subscribe for New Shares pursuant to the
Entitlement Offer are non-renounceable. Therefore, you cannot trade
entitlements on the ASX and you cannot transfer or otherwise
dispose of them.
If you are in any doubt, as to these above matters you should
first consult with your stockbroker, solicitor, accountant, or
other professional adviser.
Electronic communications
If you are accessing your personalised Entitlement and
Acceptance Form and this Offer Booklet on an internet website, you
understand that you are responsible for protecting against viruses
and other destructive items which might compromise confidentiality
and your details. Your use of the online Offer Booklet or
Entitlement Offer website which can be accessed at
www.computersharecas.com.au/nmtoffer is at your own risk and it is
your responsibility to take precautions to ensure that it is free
from viruses, items of a destructive nature or items which might
compromise confidentiality.
If you are receiving this Offer Booklet in an electronic form,
you are reminded that documents transmitted via this medium may be
altered or changed during the process of electronic transmission
and consequently NMT and its Beneficiaries do not accept any
liability or responsibility whatsoever (including for any fault or
negligence) in respect of any difference between the document
distributed to you in electronic format and the hard copy version
available to you on request from the Share Registry.
References to 'you' and 'your Entitlement'
In this Offer Booklet, references to 'you' are references to
Eligible Shareholders and references to 'your Entitlement' (or
'your Entitlement and Acceptance Form') are references to the
Entitlement (or Entitlement and Acceptance Form) of Eligible
Shareholders, unless the context provides otherwise.
This document has been authorised for release to ASX by the NMT
Board of Directors.
Chairman's letter
Dear Eligible Shareholder
On behalf of the Board of NMT, I am pleased to invite you to
participate in the recently announced 1 for 8 pro-rata
non-renounceable entitlement offer of new, fully paid ordinary
shares in the capital of NMT (New Shares) at an offer price of
$0.19 per New Share (Offer Price) (Entitlement Offer).
The Entitlement Offer is not underwritten.
Rationale for the Offer and use of funds
On Tuesday, 21 November 2023, NMT announced its intention to
raise approximately $20 million (before costs) by way of an equity
raising, comprising:
-- a placement, under which NMT has raised approximately $9
million (before costs) (Placement); and
-- the Entitlement Offer to raise up to a maximum of approximately $13 million (before costs),
(the Entitlement Offer and the Placement are together referred
to as the Offer).
The proceeds from the Offer, together with existing cash on
hand, will be used for:
-- activities at the Primobius LiB recycling development;
-- lithium chemical research development activities;
-- vanadium and titanium business units; and
-- working capital, corporate and Offer costs.
Placement
The Placement was successfully completed on Wednesday, 29
November 2023, with NMT placing approximately 47.4 million New
Shares to various institutional and sophisticated investors at the
Offer Price and raising approximately $9 million (before
costs).
NMT received strong demand from new institutional investors and
sophisticated investors. In conducting the Placement, NMT looked to
identify new global and institutional investors to expand the
institutional ownership of NMT.
The New Shares issued under the Placement will rank equally with
existing Shares.
Details of the Entitlement Offer
Under the Entitlement Offer, Eligible Shareholders are entitled
to subscribe for 1 New Share at the Offer Price for every 8 fully
paid ordinary share in NMT (Share) held as at 5pm (Perth time) on
Friday, 24 November 2023 (Entitlement). Your Entitlement is set out
in your personalised Entitlement and Acceptance Form that
accompanies this Offer Booklet.
The Offer Price of $0.19 per New Share represents:
-- a discount of 24.0% to the closing price of $0.250 per Share on Monday, 20 November 2023; and
-- a discount of 26.1% to the 5 day VWAP of $0.257 per Share up
to and including Monday, 20 November 2023.
If you take up your full Entitlement, you may also apply for
additional New Shares in excess of your Entitlement, at the Offer
Price (subject to compliance with applicable laws and to the terms
set out in this Offer Booklet) (Top Up Facility). Additional New
Shares will only be available where there is a shortfall between
Applications received from Eligible Shareholders and the number of
New Shares proposed to be issued under the Entitlement Offer. NMT
retains the flexibility to scale back Applications for additional
New Shares at its discretion (refer to Section 3.3 of this Offer
Booklet for more information).
The Entitlement Offer is non-renounceable and therefore your
Entitlements will not be tradeable on the ASX or otherwise
transferable. This means that Eligible Shareholders who do not take
up their full Entitlement will not receive any payment or value for
those Entitlements and their percentage holding in NMT will be
reduced. [3]
Support for the Entitlement Offer
The NMT Board supports the equity raising and each of the
Directors who hold Shares will participate in the Entitlement
Offer.
General information
The Entitlement Offer to which this Offer Booklet relates closes
at 5pm (Perth time) on Friday, 8 December 2023 (unless
extended).
The Offer Booklet contains important information about the
Entitlement Offer. It is important that you carefully read this
Offer Booklet and the other publicly available information about
NMT, including information on our website
(https://www.neometals.com.au) and consider, in particular, the
risk factors referred to in this Offer Booklet and the equity
raising presentation released on Tuesday, 21 November 2023 before
making any investment decision.
If you require further information on the Entitlement Offer or
how to make an Application, please contact the NMT Offer
Information Line on 1300 850 505 (for callers within Australia) or
+61 3 9415 4000 (for callers outside Australia) between 8.30am and
5.00pm (AEDT time) on Monday to Friday, before the Entitlement
Offer closes at 5pm (Perth time) on Friday, 8 December 2023 (unless
extended).
On behalf of NMT, we invite you to consider this investment
opportunity and thank you for your continued support.
Yours sincerely
Neometals Limited
Steven Cole
Non-Executive Chairman
Summary of the Offer
Offer Price $0.19 per New Share
======================= =====================================
Placement size Approximately 47.4 million New Shares
======================= =====================================
Placement gross Approximately $9 million
proceeds
======================= =====================================
Entitlement Offer
==============================================================
Ratio 1 New Share for every 8 Existing
Shares held
======================= =====================================
Offer Price $0.19 per New Share
======================= =====================================
Size if the Entitlement Approximately 69.2 million New Shares
Offer is fully
subscribed
======================= =====================================
Gross proceeds Approximately $13 million
if the Entitlement
Offer is fully
subscribed
======================= =====================================
Following the Offer
==============================================================
Number of Shares Approximately 669.9 million Shares
on issue following
the Offer (including
the New Shares
issued under the
Offer and if the
Entitlement Offer
is fully subscribed)
======================= =====================================
Total gross proceeds Approximately $22 million
of the Offer (if
the Entitlement
Offer is fully
subscribed)
======================= =====================================
Key dates
Activity Date
========================================= ========================
Announcement of the Offer Tuesday, 21 November
2023
========================================= ========================
Record Date to determine Entitlements 5pm, Friday, 24 November
2023
========================================= ========================
Settlement of the Placement Tuesday, 28 November
2023
========================================= ========================
Issue of New Shares under the Placement Wednesday, 29 November
2023
========================================= ========================
Entitlement Offer opens Wednesday, 29 November
Offer Booklet and Entitlement and 2023
Acceptance Form made available
========================================= ========================
Entitlement Offer closes 5pm, Friday, 8 December
2023
========================================= ========================
Announcement of results of Entitlement Wednesday, 13 December
Offer 2023
========================================= ========================
Settlement of the Entitlement Offer Thursday, 14 December
2023
========================================= ========================
Issue of New Shares under the Entitlement Friday, 15 December
Offer 2023
========================================= ========================
Trading of New Shares under the Monday, 18 December
Entitlement Offer 2023
========================================= ========================
Notes to key dates
This timetable (and each reference to it or to dates in it in
this Offer Booklet) is indicative only and subject to change
without notice. All times and dates in the timetable refer to Perth
time.
NMT reserves the right to amend any or all of these dates and
times subject to the Corporations Act, the Listing Rules and other
applicable laws. In particular, NMT reserves the right to extend
the Closing Date for the Entitlement Offer, to accept late
Applications under the Entitlement Offer (either generally or in
particular cases) and to withdraw the Entitlement Offer without
prior notice. Any extension of the Closing Date will have a
consequential effect on the allotment date of New Shares.
The commencement of quotation of New Shares is subject to
confirmation from the ASX.
NMT also reserves the right not to proceed with the Entitlement
Offer in whole or in part at any time prior to allotment and issue
of the New Shares. In that event, the relevant Application Monies
(without interest) will be returned in full to Applicants.
Cooling off rights do not apply to an investment in New Shares.
You cannot withdraw your Application once it has been accepted.
Eligible Shareholders wishing to participate in the Entitlement
Offer are encouraged to make an Application as soon as possible
after the Entitlement Offer opens.
Enquiries
If you have any doubt about whether you should participate in
the Entitlement Offer, you should seek professional financial
advice from your stockbroker, solicitor, accountant, or other
professional adviser before making any investment decision.
If you have questions on how to take up your Entitlement or have
lost your Entitlement and Acceptance Form and would like a
replacement form, please call the NMT Offer Information Line on
1300 850 505 (for callers within Australia) or +61 3 9415 4000 (for
callers outside Australia) between 8.30am and 5.00pm (AEDT time) on
Monday to Friday, before the Entitlement Offer closes at 5pm (Perth
time) on Friday, 8 December 2023 (unless extended).
1 Summary of options available to you
If you are an Eligible Shareholder, [4] you may take one of the
following actions:
-- Take up all of your Entitlement or take up all of your
Entitlement and apply for additional New Shares under the Top Up
Facility (see Section 3.3 of this Offer Booklet).
-- Take up part of your Entitlement and allow the balance to
lapse (see Section 3.4 of this Offer Booklet).
-- Do nothing, in which case your Entitlement will lapse and you
will receive no value for those lapsed Entitlements (see Section
3.5 of this Offer Booklet).
The Entitlement Offer closes at 5pm (Perth time) on Friday, 8
December 2023 (unless extended).
If you are a Shareholder that is not an Eligible Shareholder,
you are an "Ineligible Shareholder". Ineligible Shareholders are
not entitled to participate in the Entitlement Offer.
Option 1
* You may elect to purchase New Shares at the Offer
Take up all Price (see Section 3 of this Offer Booklet for
of your Entitlement instructions on how to take up your Entitlement).
or take up
all of your
Entitlement * The New Shares will rank equally in all respects with
and apply Existing Shares from their date of issue.
for additional
New Shares
under the * If you take up all of your Entitlement, you may also
Top Up Facility apply for additional New Shares under the Top Up
Facility. There is no guarantee that you will be
allocated any additional New Shares under the Top Up
Facility.
==================== ============================================================
Option 2
* If you do not take up your Entitlement in full, those
Take up part Entitlements not taken up will lapse and you will not
of your Entitlement receive any payment or value for them. You will not
be entitled to apply for additional New Shares under
the Top Up Facility.
* If you do not take up your Entitlement in full, you
will have your percentage holding in NMT reduced as a
result of the Entitlement Offer and Placement. [5]
* Your Entitlement to participate in the Entitlement
Offer is non- renounceable, which means it is
non-transferrable and cannot be sold, traded on ASX
or any other exchange, nor can it be privately
transferred.
==================== ============================================================
Option 3
* If you do nothing with respect to your Entitlement,
Do nothing, you will not be allocated New Shares, your
in which case Entitlements will lapse and you will not receive any
your Entitlement payment or value for them.
will lapse
and you will
receive no * If you do not take up your Entitlement you will have
value for your percentage holding in NMT reduced as a result of
those lapsed the Entitlement Offer and Placement.(4)
Entitlements
==================== ============================================================
2 Overview of the Offer
2.1 Overview
Under the Entitlement Offer, NMT is offering Eligible
Shareholders the opportunity to subscribe for 1 New Share for every
8 Existing Shares held on the Record Date at the Offer Price.
The Entitlement Offer is intended to raise a maximum of
approximately $13 million (before costs), assuming all of the New
Shares offered under the Entitlement Offer are subscribed for.
Eligible Shareholders who take up their full Entitlement may also
participate in the Top Up Facility by applying for additional New
Shares in excess of their Entitlement at the Offer Price (subject
to compliance with applicable laws and to the terms set out in this
Offer Booklet). The Entitlement Offer is not underwritten so if
there is a Shortfall, NMT may not raise the full amount sought
under the Entitlement Offer.
The Entitlement Offer is non-renounceable, which means that the
Entitlements cannot be traded or otherwise transferred on the ASX
or any other exchange or privately.
New Shares issued under the Entitlement Offer are to be issued
at the same price as New Shares issued under the Placement. If you
do not participate in the Entitlement Offer, you will not receive
any value for your Entitlement.
Please refer to the ASX Announcement and the Investor
Presentation included in this Offer Booklet for information on the
rationale for the Entitlement Offer, the use of proceeds of the
Entitlement Offer, and for further information on NMT. [6]
2.2 Purpose of Offer
The proceeds from the Offer, together with existing cash on
hand, will be used for:
-- activities at the Primobius LiB recycling development;
-- lithium chemical research development activities;
-- vanadium and titanium business units; and
-- working capital, corporate and Offer costs.
2.3 Placement
NMT has already raised approximately $9 million (before costs)
from institutional investors and sophisticated investors as part of
the Placement, at the Offer Price.
New Shares were issued under the Placement on Wednesday, 29
November 2023.
2.4 Entitlement Offer
The Entitlement Offer is being made pursuant to section 708AA of
the Corporations Act (as modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Corporations (Disregarding Technical Relief) Instrument 2016/73)
which allows rights issues to be offered without a prospectus,
provided certain conditions are satisfied.
As a result, the Entitlement Offer is not being made under a
prospectus and it is important for Eligible Shareholders to read
and understand the information on NMT and the Entitlement Offer
made publicly available prior to taking up all or part of their
Entitlement. In particular, please refer to the materials in
Section 4 of this Offer Booklet and other announcements made by NMT
(available at www.asx.com.au ) and all other parts of this Offer
Booklet carefully before making any decisions in relation to your
Entitlement.
Each Eligible Shareholder is entitled to subscribe for 1 New
Share for every 8 Existing Shares held on the Record Date. In
addition, Eligible Shareholders who take up their full Entitlement
may also participate in the Top Up Facility by applying for
additional New Shares in excess of their Entitlement at the Offer
Price.
The Entitlement Offer is non-renounceable. This means that
Eligible Shareholders who do not take up their Entitlements by the
Closing Date, will not receive any payment or value for those
Entitlements, and their proportionate equity interest in NMT will
be diluted.
Your Entitlement is set out on the accompanying personalised
Entitlement and Acceptance Form and has been calculated as 1 New
Share for every 8 Existing Shares you held as at the Record Date.
There is no minimum subscription to participate in the Entitlement
Offer. Fractional entitlements to New Shares have been rounded up
to the nearest whole number of New Shares.
New Shares issued pursuant to the Entitlement Offer will be
fully paid and rank equally with Existing Shares on issue.
If you take no action, you will not be allocated any New Shares
and your Entitlement will lapse.
Please consult your financial adviser, accountant, or other
professional adviser if you have any queries or are uncertain about
any aspect of the Entitlement Offer. In particular, please refer to
the "Key Risks" section of the Investor Presentation (see Section 4
of this Offer Booklet).
2.5 Eligibility of Shareholders
The Entitlement Offer is being offered to Eligible Shareholders
only.
"Eligible Shareholders" are Shareholders as at 5pm (Perth time)
on the Record Date who:
-- are registered as a holder of Existing Shares;
-- have a registered address in Australia or New Zealand or
persons that NMT has determined in its discretion are Eligible
Shareholders in compliance with applicable law;
-- are not in the United States and are not a person (including
nominees or custodians) acting for the account or benefit of a
person in the United States in respect of the relevant underlying
holders of Existing Shares; and
-- are eligible under all applicable securities laws to receive
an offer under the Entitlement Offer without any requirement for a
prospectus or other formal offer document to be lodged or
registered.
Ineligible Shareholders are Shareholders who are not Eligible
Shareholders.
NMT has determined that it is unreasonable to extend the
Entitlement Offer to Ineligible Shareholders because of the small
number of such Shareholders, the number and value of Shares that
they hold and the cost of complying with the applicable regulations
in jurisdictions outside Australia and New Zealand, but reserves
its right to do so (subject to compliance with the applicable
laws). NMT and the Lead Manager disclaim any liability in respect
of the exercise or otherwise of that determination and discretion,
to the maximum extent permitted by law.
2.6 Placement of Shortfall
Any Entitlements not taken up under the Entitlement Offer (or
subscribed for under the Top Up Facility) will form the Shortfall.
NMT reserves the right to place any Shortfall Shares at its
discretion (including in conjunction with the Lead Manager). Any
Shortfall must be issued within three months after the Closing Date
and at a price per New Share that is not less than the Offer Price.
Shortfall Shares will not be allocated or issued where NMT
considers that to do so would result in a breach of the
Corporations Act, the Listing Rules or any other relevant
regulation or law.
2.7 No underwriting
The Entitlement Offer is not underwritten. Accordingly NMT may
not raise the maximum proceeds of approximately $13 million (before
costs) sought under the Entitlement Offer.
3 How to apply
3.1 Your Entitlement
An Entitlement and Acceptance Form setting out your Entitlement
(calculated as 1 New Share for every 8 Existing Shares held on the
Record Date with fractional entitlements rounded up to the nearest
whole number of New Shares) accompanies this Offer Booklet.
Eligible Shareholders may subscribe for all or part of their
Entitlement. If you have more than one registered holding of
Shares, you will be sent more than one personalised Entitlement and
Acceptance Form and you will have separate Entitlements for each
separate holding.
Any New Shares not taken up by the Closing Date may be made
available to those Eligible Shareholders who took up their full
Entitlement and applied for additional New Shares under the Top Up
Facility. There is no guarantee that such Shareholders will receive
any New Shares applied for under the Top Up Facility. New Shares
under the Top Up Facility will only be allocated to Eligible
Shareholders if available and then only if and to the extent that
NMT so determines, in its absolute discretion.
Please note that the Entitlement stated on your Entitlement and
Acceptance Form may be in excess of the actual Entitlement you may
be permitted to take up where, for example, you are holding Shares
on behalf of a person in the United States (refer to the definition
of Eligible Shareholders in Section 2.5 of this Offer Booklet).
Eligible Shareholders who hold Shares in the capacity as
trustee, nominee, or custodian (or in any other capacity) for a
person that is in the United States cannot take up Entitlements or
purchase New Shares on behalf of that person. See Section 3.12 of
this Offer Booklet for the notice to nominees and custodians.
Eligible Shareholders should be aware that an investment in NMT
involves both known and unknown risks. The key risks identified by
NMT are set out in the section entitled 'Key Risks' of the Investor
Presentation (enclosed in Section 4 of this Offer Booklet).
3.2 Options available to you
The number of New Shares to which Eligible Shareholders are
entitled is shown on the accompanying Entitlement and Acceptance
Form.
Eligible Shareholders may:
-- Take up all of your Entitlement and, if you do so, you may
apply for additional New Shares under the Top Up Facility (see
Section 3.3 of this Offer Booklet).
-- Take up part of your Entitlement and allow the balance to
lapse (see Section 3.4 of this Offer Booklet).
-- Do nothing, in which case your Entitlement will lapse and you
will receive no value for those lapsed Entitlements (see Section
3.5 of this Offer Booklet).
The Entitlement Offer is an offer to Eligible Shareholders only.
Ineligible Shareholders may not participate in the Entitlement
Offer.
NMT reserves the right to reject any Application that is not
correctly completed or that is received after the Closing Date.
The Closing Date for acceptance of the Entitlement Offer is 5pm
(Perth time) on Friday, 8 December 2023 (unless extended).
3.3 Taking up all of your Entitlement or taking up all of your
Entitlement and participating in the Top Up Facility
If you wish to take up all or part of your Entitlement, payment
will only be accepted through BPAY(R) or via EFT (for Eligible
Shareholders with a registered address in New Zealand).
Instructions for payment via BPAY(R) or via EFT are set out on the
personalised Entitlement and Acceptance Form or available online
from the Entitlement Offer open date at
www.computersharecas.com.au/nmtoffer .
Payment must be received by the Share Registry by no later than
5pm (Perth time) on Friday, 8 December 2023 (unless extended).
If you apply to take up all of your Entitlement, you may also
apply for additional New Shares under the Top Up Facility. Any
amounts received by NMT in excess of the Offer Price multiplied by
your full Entitlement may be treated as an Application to apply for
as many additional New Shares under the Top Up Facility as your
Application Monies will pay for in full.
If you choose to apply for additional New Shares under the Top
Up Facility and if your Application is successful (in whole or in
part), your New Shares will be issued to you at the same time that
other New Shares are issued under the Entitlement Offer. Additional
New Shares under the Top Up Facility will only be allocated to
Eligible Shareholders if available. If you apply for additional New
Shares, there is no guarantee that you will be allocated any
additional New Shares.
3.4 Taking up part of your Entitlement and allowing the balance to lapse
If you wish to take up part of your Entitlement, payment will
only be accepted through BPAY(R) or EFT (for Eligible Shareholders
with a registered address in New Zealand). Instructions for payment
via BPAY(R) and EFT are set out on the personalised Entitlement and
Acceptance Form or available online from the offer open date at
www.computersharecas.com.au/nmtoffer .
Payment must be received by the Share Registry by no later than
5pm (Perth time) on Friday, 8 December 2023 (unless extended).
If NMT receives an amount that is less than the Offer Price
multiplied by your Entitlement, your payment may be treated as an
Application for as many New Shares as your Application Monies will
pay for in full.
Eligible Shareholders who do not take up their Entitlements in
full will not receive any value for those Entitlements they do not
take up.
The portion of your Entitlement not taken up will lapse without
further action by you.
3.5 Allow your Entitlement to lapse
If you do not wish to take up all or any part of your
Entitlement, do not take any further action and all or that part of
your Entitlement will lapse.
By allowing your Entitlement to lapse you will forgo any
exposure to increases or decreases in the value of the New Shares
had you taken up your Entitlement. Your percentage interest in NMT
will also be reduced as a result of the Entitlement Offer.
3.6 Consequences of not taking up all or part of your Entitlement
If you do not accept all or part of your Entitlement in
accordance with the instructions set out above, those New Shares
for which you would have otherwise been entitled under the
Entitlement Offer (including New Shares that relate to the portion
of your Entitlement that has not been accepted) may be acquired by
Eligible Shareholders under the Top Up Facility.
By allowing your Entitlement to lapse, you will forgo any
exposure to increases or decreases in the value of the New Shares
had you taken up your Entitlement and you will not receive any
value for your Entitlement. Eligible Shareholders who do not
participate fully in the Entitlement Offer will have their
percentage holding in NMT reduced.
All Shareholders (other than those Shareholders who have
participated in the Placement pro rata to their existing
shareholding in NMT), including those Eligible Shareholders who
participate in the Entitlement Offer, will have their percentage
holding in NMT reduced by the Placement.
3.7 Payment and refunds
Payment should be made using BPAY(R) if possible. All payments
must be made in Australian dollars (A$). Eligible Shareholders with
a registered address in New Zealand who do not have an Australian
bank account will be able to pay by EFT (refer to Section 3.9 of
this Offer Booklet).
Cash payments will not be accepted. Receipts for payment will
not be issued.
NMT will treat you as applying for as many New Shares as your
payment will pay for in full up to your Entitlement.
Any Application Monies received for more than your final
allocation of New Shares or any scale back in respect of New Shares
applied for under the Top Up Facility will be refunded as soon as
practicable after the close of the Entitlement Offer. No interest
will be paid to Applicants on any Application Monies received or
refunded.
Refund amounts, if any, will be paid in Australian dollars. You
will be paid either by direct credit to the nominated bank account
as noted on the share register as at the Closing Date or by cheque
sent by ordinary post to your address as recorded on the share
register (the registered address of the first-named in the case of
joint holders). If you wish to advise or change your banking
instructions with the Share Registry you may do so by going to
www.computershare.com.au/easyupdate/NMT .
No interest will be paid to Applicants on any Application Monies
received or refunded.
If you are unable to pay by BPAY(R) please call the NMT Offer
Information Line 1300 850 505 (for callers within Australia) or +61
3 9415 4000 (for callers outside Australia) between 8.30am and
5.00pm (AEDT time) on Monday to Friday and refer below to Section
3.9 of this Offer Booklet.
3.8 Payment by BPAY(R)
For payment by BPAY(R), please follow the instructions on the
personalised Entitlement and Acceptance Form or available online
from the offer open date at www.computersharecas.com.au/nmtoffer .
You can only make payment via BPAY(R) if you are the holder of an
account with an Australian financial institution that supports
BPAY(R) transactions.
If you are paying by BPAY(R), please make sure you use the
specific Biller Code and your unique Customer Reference Number
(CRN) on your personalised Entitlement and Acceptance Form. If you
have multiple holdings and consequently receive more than one
personalised Entitlement and Acceptance Form, when taking up your
Entitlement in respect of one of those holdings only use the CRN
specific to that holding. If you do not use the correct CRN
specific to that holding your Application will not be recognised as
valid.
Please note that by paying by BPAY(R):
-- you do not need to submit your personalised Entitlement and
Acceptance Form but are taken to make the declarations,
representations and warranties on that Entitlement and Acceptance
Form and in Section 3.10 of this Offer Booklet; and
-- if you do not pay for your full Entitlement, you are deemed
to have taken up your Entitlement in respect of such whole number
of New Shares which is covered in full by your Application
Monies.
It is your responsibility to ensure that your BPAY(R) payment is
received by the Share Registry by no later than 5pm (Perth time) on
Friday, 8 December 2023 (unless extended). You should be aware that
your financial institution may implement earlier cut-off times with
regard to electronic payment, and you should therefore take this
into consideration in the timing of when you make payment.
3.9 Payment by EFT (for Eligible Shareholders with a registered
address in New Zealand only)
If you are an Eligible Shareholder with a registered address in
New Zealand who does not have an Australian bank account, you are
encouraged to pay via EFT. To pay via EFT you will need to:
-- in accordance with the instructions on your personalised
Application Form, make payment to the Entitlement Offer bank
account using your Reference Number as the reference for your
deposit; and
-- ensure that your payment for the appropriate amount is
received by the Registry before 5pm (Perth time) on Friday, 8
December 2023. Financial institutions may implement earlier cut-off
times with regard to electronic payment, and you should therefore
take this into consideration when making payment.
Please note that by paying by EFT:
-- you do not need to submit your personalised Entitlement and
Acceptance Form but are taken to make the declarations,
representations and warranties on that Entitlement and Acceptance
Form and in Section 3.10 of this Offer Booklet; and
-- if you do not pay for your full Entitlement, you are deemed
to have taken up your Entitlement in respect of such whole number
of New Shares which is covered in full by your Application
Monies.
You should ensure that sufficient funds are held in relevant
account(s) to cover the Application Monies as your EFT will be
processed on the day of receipt.
The Entitlement Offer bank account details, and your Reference
Number, are set out on your personalised Application Form.
3.10 Payment through BPAY(R) or EFT is binding
A payment made through BPAY(R) or EFT constitutes a binding
offer to acquire New Shares on the terms and conditions set out in
this Offer Booklet and, once lodged or paid, cannot be withdrawn.
If an Application is not completed correctly it may still be
treated as a valid Application for New Shares. NMT's decision
whether to treat an Application as valid is final.
By making a payment by BPAY(R) or EFT you will also be deemed to
have acknowledged, represented, and warranted on behalf of each
person on whose account you are acting that:
-- you are (or the person whose account you are acting is) an Eligible Shareholder;
-- you have received, and read and understand this Offer Booklet
and your personalised Entitlement and Acceptance Form in their
entirety;
-- you agree to be bound by the terms of the Entitlement Offer,
the provisions of this Offer Booklet (and accompanying Entitlement
and Acceptance Form), and NMT's constitution;
-- you authorise NMT to register you as the holder(s) of New
Shares allotted to you under the Entitlement Offer;
-- all details and statements in the personalised Entitlement
and Acceptance Form are complete, accurate and up to date;
-- if you are a natural person, you are over 18 years of age and
have full legal capacity and power to perform all of your rights
and obligations under the personalised Entitlement and Acceptance
Form;
-- you accept that there is no cooling off period under the
Entitlement Offer and that once NMT receives any payment of
Application Monies via BPAY(R) or EFT, you may not withdraw your
Application or funds provided except as allowed by law;
-- you agree to apply for and be issued up to the number of New
Shares for which you have submitted payment of any Application
Monies via BPAY(R) or EFT at the Offer Price per New Share;
-- you authorise NMT, the Lead Manager, the Share Registry and
their respective officers, employees or agents to do anything on
your behalf necessary for New Shares to be issued to you, including
to act on instructions of the Share Registry upon using the contact
details set out in your personalised Entitlement and Acceptance
Form;
-- you acknowledge and agree that:
-- determination of eligibility of investors for the purposes of
the Entitlement Offer is determined by reference to a number of
matters, including legal and regulatory requirements, logistical
and Share Registry constraints and the discretion of NMT and/or the
Lead Manager; and
-- each of NMT and the Lead Manager, and each of their
respective related body corporates and affiliates, disclaim any
duty or liability (including for negligence) in respect of that
determination and the exercise or otherwise of that discretion, to
the maximum extent permitted by law;
-- you declare that you were the registered holder(s) at the
Record Date of the Shares indicated on the personalised Entitlement
and Acceptance Form as being held by you on the Record Date and are
an Eligible Shareholder;
-- the information contained in this Offer Booklet and your
personalised Entitlement and Acceptance Form is not investment
advice nor a recommendation that New Shares are suitable for you
given your investment objectives, financial situation, or
particular needs;
-- this Offer Booklet is not a prospectus, does not contain all
of the information that you may require in order to assess an
investment in NMT and is given in the context of NMT's past and
ongoing continuous disclosure announcements to ASX;
-- you have read the statement of risks in the 'Key Risks'
section of the Investor Presentation in Section 4 of this Offer
Booklet, and that an investment in NMT is subject to risks;
-- none of NMT, the Lead Manager nor their respective related
bodies corporate and affiliates and their respective directors,
officers, partners, employees, representatives, agents, consultants
or advisers, guarantees the performance of the New Shares or the
performance of NMT, nor do they guarantee the repayment of capital
from NMT;
-- you agree to provide (and direct your nominee or custodian to
provide) any requested substantiation of your eligibility to
participate in the Entitlement Offer and of your holding of Shares
on the Record Date;
-- you authorise NMT to correct any errors in your Application;
-- you acknowledge that if you are accessing your personalised
Entitlement and Acceptance Form and the Offer Booklet on an
internet website, you are responsible for protecting against
viruses and other destructive items which might compromise
confidentiality and your details and that your use of the online
Offer Booklet or the Entitlement Offer website at
www.computersharecas.com.au/nmtoffer is at your own risk and it is
your responsibility to take precautions to ensure that it is free
from viruses, items of a destructive nature or items which might
compromise confidentiality;
-- you acknowledge that, if you are receiving this Offer Booklet
in an electronic form, documents transmitted via this medium may be
altered or changed during the process of electronic transmission
and consequently none of NMT or its Beneficiaries accepts any
liability or responsibility whatsoever (including for any fault or
negligence) in respect of any difference between the document
distributed to you in electronic format and the hard copy version
available to you on request from the Share Registry;
-- the law of any place does not prohibit you from being given
this Offer Booklet and the personalised Entitlement and Acceptance
Form, nor does it prohibit you from making an Application for New
Shares and that you are otherwise eligible to participate in the
Entitlement Offer;
-- for the benefit of NMT, the Lead Manager, and their
respective related bodies corporate and affiliates, you acknowledge
that you are not in the United States and you are not acting for
the account or benefit of a person in the United States and you are
not otherwise a person to whom it would be illegal to make an offer
of or issue of New Shares under the Entitlement Offer and under any
applicable laws and regulations;
-- you understand and acknowledge that the Entitlement and the
New Shares have not been, and will not be, registered under the
U.S. Securities Act or under the laws of any state or other
jurisdiction of the United States and that, accordingly the
Entitlements may not be taken up or exercised by a person in the
United States and the New Shares may not be offered or sold,
directly or indirectly, in the United States, except in a
transaction exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and any other applicable US
state securities laws;
-- you are subscribing for or purchasing the New Shares outside
the United States in an "offshore transaction" (as defined in Rule
902(h) under the US Securities Act) in reliance on Regulation S
under the US Securities Act;
-- you are not engaged in the business of distributing securities;
-- you and each person on whose account you are acting have not
and will not send any materials relating to the Entitlement Offer
to any person in the United States or to any person (including
nominees or custodians) acting for the account or benefit of a
person in the United States, or to any country outside Australia
and New Zealand;
-- if, in the future, you decide to sell or otherwise transfer
the New Shares acquired under the Entitlement Offer, you will only
do so in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act, including in
regular way transactions on the ASX or otherwise where neither you
nor any person acting on your behalf knows, or has reason to know,
that the sale has been pre-arranged with, or that the purchaser is,
a person in the United States;
-- you are eligible under applicable securities laws to exercise
Entitlements and acquire New Shares under the Entitlement
Offer;
-- if you are acting as a nominee, trustee or custodian:
-- where any holder is acting as a nominee, trustee or custodian
for a foreign person, that holder, in dealing with its beneficiary,
will need to assess whether indirect participation by the
beneficiary in the Entitlement Offer is compatible with applicable
foreign laws and that this is not the responsibility of NMT;
-- each beneficial holder on whose behalf you are submitting an
Application is resident in Australia and New Zealand and is not in
the United States, and you are not acting for the account or
benefit of a person in the United States (to the extent you hold
Shares for the account or benefit of a person in the United
States), or any other country except as NMT may otherwise permit in
compliance with applicable law; and
-- you have only sent this Offer Booklet, the Entitlement and
Acceptance Form and any information relating to the Entitlement
Offer to such permitted beneficial Shareholders; and
-- you make all other representations and warranties set out in this Offer Booklet.
3.11 Brokerage
No brokerage fee is payable by Eligible Shareholders who accept
their Entitlement.
3.12 Notice to nominees and custodians
The Entitlement Offer is being made to all Eligible
Shareholders.
Nominees with registered addresses in Australia and New Zealand
may also be able to participate in the Entitlement Offer in respect
of some or all of the beneficiaries on whose behalf they hold
Existing Shares, provided that the applicable beneficiary would
satisfy the criteria for an Eligible Shareholder.
Nominees and custodians who hold Shares as nominees or
custodians should note in particular that the Entitlement Offer is
not available to:
-- beneficiaries on whose behalf they hold Existing Shares who
would not satisfy the criteria for an Eligible Shareholder; or
-- Shareholders who are not eligible under all applicable
securities laws to receive an offer under the Entitlement
Offer.
In particular, persons acting as nominees or custodians for
other persons may not take up Entitlements on behalf of, or send
any documents relating to the Entitlement Offer to, any person in
the United States.
NMT is not required to determine whether or not any registered
holder is acting as a nominee or the identity or residence of any
beneficial owners of Shares.
3.13 Rights of NMT
For the avoidance of doubt, NMT reserves the right (in its
absolute sole discretion) to reduce the number of Entitlements or
New Shares allocated to Eligible Shareholders, or persons claiming
to be Eligible Shareholders, if their claims prove to be overstated
or if they (or their nominees/custodians) fail to provide
information to substantiate their claims. In that case NMT may, in
its discretion, require the relevant Shareholder to transfer excess
New Shares to a nominee (including the Lead Manager) at the Offer
Price per New Share. If necessary, the relevant Shareholder may
need to transfer Existing Shares held by them or purchase
additional Shares on-market to meet this obligation. The relevant
Shareholder will bear any and all losses and expenses caused by
subscribing for New Shares in excess of their Entitlement and any
actions they are required to take in this regard.
By applying under the Entitlement Offer (including under the Top
Up Facility), you irrevocably acknowledge and agree to do the above
as required by NMT in its absolute discretion. You acknowledge that
there is no time limit on the ability of NMT to require any of the
actions set out above.
NMT also reserves the right to reject any acceptance of an
Entitlement that it believes comes from a person who is not
eligible to accept an Entitlement.
3.14 Withdrawal of the Entitlement Offer
Subject to applicable law, NMT reserves the right to withdraw
the Entitlement Offer at any time before the issue of New Shares,
in which case NMT will refund any Application Monies already
received in accordance with the Corporations Act and will do so
without interest being payable to Applicants.
To the fullest extent permitted by law, you agree that any
Application Monies paid by you to NMT will not entitle you to
receive any interest and that any interest earned in respect of
Application Monies will belong to NMT.
Refund amounts, if any, will be paid in Australian dollars. You
will be paid either by direct credit to the nominated bank account
as noted on the NMT share register as at the Closing Date or by
cheque sent by ordinary post to your address as recorded on the
share register (the registered address of the first-named in the
case of joint holders).
3.15 Risks
Eligible Shareholders should be aware that an investment in NMT
involves risks. The key risks identified by NMT are set out in the
Investor Presentation in Section 4 of this Offer Booklet, but these
are not an exhaustive list of the risks associated with an
investment in the Shares. You should consider these rights
carefully in light of your personal circumstances, including
financial and taxation issues, before making an investment decision
in connection with the Entitlement Offer.
3.16 Enquiries
If you have not received or you have lost your personalised
Entitlement and Acceptance Form, or have any questions regarding
the Entitlement Offer, please contact the NMT Offer Information
Line on 1300 850 505 (for callers within Australia) or +61 3 9415
4000 (for callers outside Australia) at any time from 8.30am to
5.00pm (AEDT time) on Monday to Friday, before the Entitlement
Offer closes at 5pm (Perth time) on Friday, 8 December 2023 (unless
extended). If you have any further questions, you should contact
your stockbroker, solicitor, accountant, or other professional
adviser.
4 ASX Announcement, Investor Presentation and Placement Completion Announcement
5 Additional information
5.1 Responsibility for this Offer Booklet
This Offer Booklet (including the enclosed ASX Announcement and
Investor Presentation and attached Entitlement and Acceptance Form)
has been prepared by NMT. No party other than NMT has authorised or
caused the issue of this Offer Booklet, or takes any responsibility
for, or makes or gives any statements, representations, or
undertakings in, this Offer Booklet.
5.2 Date of this Offer Booklet
This Offer Booklet is dated Wednesday, 29 November 2023. Subject
to the following paragraph, statements in this Offer Booklet are
made only as of the date of this Offer Booklet unless otherwise
stated and the information in this Offer Booklet remains subject to
change without notice. NMT is not responsible for updating this
Offer Booklet.
The ASX Announcement and Investor Presentation set out in
Section 4 of this Offer Booklet are current as at the date on which
they were released. There may be additional announcements that are
made by NMT (including after the date of this Offer Booklet) that
may be relevant to your consideration of whether to take up your
Entitlement. Therefore, it is prudent that you check whether any
further announcements have been made by NMT before submitting an
Application.
5.3 Ranking of New Shares
The New Shares issued under the Entitlement Offer will be fully
paid and rank equally with Existing Shares with effect from their
date of issue.
The rights attaching to the New Shares are set out in NMT's
constitution and are regulated by the Corporations Act, Listing
Rules, and general law.
5.4 Allotment, quotation, and trading
NMT will apply for quotation of the New Shares on ASX in
accordance with Listing Rule requirements.
Subject to ASX approval being granted, it is expected that the
New Shares allotted under the Entitlement Offer will commence
trading on a normal basis on Monday, 18 December 2023. Application
Monies will be held by NMT on trust for Applicants until the New
Shares are allotted. No interest will be paid on Application
Monies, and any interest earned on Application Monies will be for
the benefit of NMT and will be retained by NMT irrespective of
whether New Shares are issued. If ASX does not grant quotation of
the New Shares, NMT will repay all Application Monies (without
interest).
It is the responsibility of Applicants to determine the number
of New Shares allotted and issued to them prior to trading in such
Shares.
5.5 CHESS
NMT is a participant in CHESS, for those investors who have, or
wish to have, a sponsoring stockbroker. Investors who do not wish
to participate through CHESS will be issuer sponsored by NMT.
Because the sub-registers are electronic, ownership of securities
can be transferred without having to rely on upon paper
documentation.
Electronic registers means that NMT will not be issue
certificates to investors. Instead, investors will be provided with
a statement (similar to a bank account statement) that sets out the
number of New Shares allotted to them under this Offer Booklet. The
notice will also advise holders of their Holder Identification
Number or Security Holder Reference Number and explain, for future
reference, the sale and purchase procedures under CHESS and issuer
sponsorship.
Further, monthly statements will be provided to holders if there
have been any changes in their security holding in NMT during the
preceding month.
5.6 Reconciliation
In any entitlement offer, investors may believe that they own
more Existing Shares on the Record Date than they ultimately do.
This may result in a need for reconciliation to ensure all Eligible
Shareholders have the opportunity to receive their full
Entitlement.
NMT may need to issue a small quantity of additional New Shares
to ensure all Eligible Shareholders have the opportunity to receive
their appropriate allocation of New Shares. The price at which
these New Shares would be issued, if required, is the same as the
Offer Price.
NMT also reserves the right to reduce the number of an
Entitlement or New Shares allocated to Eligible Shareholders or
persons claiming to be Eligible Shareholders, if their Entitlement
claims prove to be overstated, if they or their nominees fail to
provide information requested to substantiate their Entitlement
claims, or if they are not Eligible Shareholders.
5.7 Lead Manager
Neither the Lead Manager nor any of their respective related
bodies corporate and affiliates, nor any of its directors,
officers, partners, employees, representatives, agents,
consultants, partners or advisers (together, the Lead Manager
Parties) have authorised, permitted or caused the issue, despatch
or provision of this Offer Booklet and they do not take
responsibility for any statements made in this Offer Booklet or any
action taken by you on the basis of such information. The Lead
Manager has not authorised, approved, or verified any
forward-looking statements included in this Offer Booklet. To the
maximum extent permitted by law, each Lead Manager Party excludes
and disclaims all liability for any expenses, losses, damages or
costs incurred by you as a result of your participation in the
Entitlement Offer and this Offer Booklet being inaccurate or
incomplete in any way for any reason, whether by negligence or
otherwise, and make no representation or warranty, express or
implied, as to the currency, accuracy, reliability or completeness
of this Offer Booklet.
The Lead Manager Parties take no responsibility for any part of
the Offer Booklet or liability (including, without limitation, any
liability arising from fault or negligence on the part of any
person) for any direct, indirect, consequential or contingent loss
or damage whatsoever arising from the use of any part of the Offer
Booklet or otherwise arising in connection with it.
None of the Lead Manager Parties make any recommendations as to
whether you or your related parties should participate in the
Entitlement Offer, nor do they make any representations or
warranties, express or implied, to you concerning the Entitlement
Offer or any such information and you represent, warrant and agree
that you have not relied on any statements made by the Lead Manager
Parties in relation to the New Shares or the Entitlement Offer
generally.
5.8 Continuous disclosure
NMT is a "disclosing entity" under the Corporations Act and is
subject to regular reporting and disclosure obligations under the
Corporations Act and the Listing Rules, including the preparation
of annual reports and half yearly reports. Please refer to the
annual report for the financial year ended 30 June 2023 as released
to ASX on 29 September 2023 and the half year results for the 6
months ended 31 December 2022 as released to ASX on 13 March
2023.
NMT is required to notify ASX of information about specific
events and matters as they arise for the purposes of ASX making
that information available to the stock markets conducted by ASX.
In particular, NMT has an obligation under the Listing Rules
(subject to certain exceptions) to notify ASX immediately of any
information of which it is or becomes aware which a reasonable
person would expect to have a material effect on the price or value
of NMT shares. That information is available to the public from
ASX.
Some documents are required to be lodged with ASIC in relation
to NMT. These documents may be obtained from, or inspected at, an
ASIC office, subject to any changes in access given the current
circumstances.
5.9 Impact on control
The potential effect the Entitlement Offer will have on control
of NMT, and the consequences of that effect, will depend on a
number of factors, including the extent to which Eligible
Shareholders take up their Entitlements under the Entitlement Offer
and subscribe for New Shares under the Top Up Facility. In
particular:
-- the Entitlement Offer is structured as a pro-rata issue. If
all Eligible Shareholders take up their Entitlements, the ownership
interest (and voting power) in NMT of each Eligible Shareholder
will remain largely unchanged. To the extent that any Eligible
Shareholder fails, or is unable, to take up their Entitlement in
full, their percentage holding in NMT will be diluted by those
other Eligible Shareholders who take up some or all of their
Entitlements, or who subscribe for additional New Shares under the
Top Up Facility;
-- the Entitlement Offer is not underwritten. If an Eligible
Shareholder takes-up their full Entitlement under the Entitlement
Offer (or subscribes for additional New Shares under the Top Up
Facility), but the Entitlement Offer is not otherwise fully
subscribed, the holding of that Eligible Shareholder may
increase;
-- the voting power of Ineligible Shareholders will be diluted
as a result of the Entitlement Offer;
-- NMT also undertook the Placement to raise gross proceeds of
approximately $9 million. Should the Entitlement Offer be fully
subscribed, New Shares issued under the Placement will represent
approximately 7.1% of the Shares on issue following completion of
both the Placement and the Entitlement Offer. Accordingly, existing
Shareholders will be diluted by the Placement, even if they take up
their Entitlements under the Entitlement Offer (but subject to any
subscription for New Shares under the Top-Up Facility); and
-- it is not currently anticipated that any Shareholder or
investor will increase their relevant interest above 20% as a
result of participating in the Entitlement Offer or the
Placement.
In light of these factors, and given the structure of the
Entitlement Offer as a pro-rata issue and the current level of
substantial holdings (based on substantial holder notices that have
been lodged on or prior to the date of this notice), the
Entitlement Offer is not expected to have a material consequence on
the control of NMT.
5.10 No cooling off rights
Cooling off rights do not apply to an investment in New Shares.
You cannot withdraw your Application once it has been made or
accepted.
5.11 Rounding of Entitlements
Where fractions arise in the calculation of an Entitlement, they
will be rounded up to the nearest whole number of New Shares.
5.12 Not financial product or investment advice
This Offer Booklet and the accompanying Entitlement and
Acceptance Form is for information purposes only and is not a
prospectus, disclosure document or other offering document under
the Corporations Act or any other law and has not been lodged with
ASIC. It is also not financial product or investment advice or a
recommendation to acquire New Shares and has been prepared without
taking into account your objectives, financial circumstances, or
particular needs. This Offer Booklet should not be considered to be
comprehensive and does not purport to contain all the information
that you may require to make a decision about whether to submit an
Application and invest in New Shares. This Offer Booklet should be
read in conjunction with NMT's other periodic statements and
continuous disclosure announcements lodged with ASX which are
available at www.asx.com.au .
Before making an investment decision, you should consider the
appropriateness of the information in this Offer Booklet having
regard to your own objectives, financial situation and needs and
seek legal and taxation advice appropriate to your jurisdiction. If
you have any questions about whether you should participate in the
Entitlement Offer, you should seek professional financial advice
before making any investment decision. NMT is not licensed to
provide financial product advice in respect of New Shares.
5.13 Taxation
There may be tax implications associated with participating in
the Entitlement Offer and receiving New Shares. The potential tax
effects of participating in the Entitlement Offer will vary between
investors. NMT considers that it is not appropriate to give advice
regarding the tax consequences of subscribing for New Shares under
this Offer Booklet or the subsequent disposal of any New Shares.
Consequently, NMT strongly advises that all investors should
satisfy themselves of any possible tax consequences by consulting
their own professional tax adviser before deciding whether or not
to participate in the Entitlement Offer.
5.14 Financial data
All dollar values are in Australian dollars ($A).
All financial data is presented as at Wednesday, 29 November
2023 unless otherwise stated.
5.15 Ineligible Shareholders
All Shareholders who do not satisfy the criteria to be Eligible
Shareholders are Ineligible Shareholders. Ineligible Shareholders
are not entitled to participate in the Entitlement Offer, unless
NMT otherwise determines.
The restrictions upon eligibility to participate in the
Entitlement Offer arise because NMT has determined, pursuant to
Listing Rule 7.7.1(a) and section 9A(3)(a) of the Corporations Act,
that it would be unreasonable to extend the Entitlement Offer to
Ineligible Shareholders. This decision has been made after taking
into account the relatively small number of Ineligible
Shareholders, the number and value of New Shares to which those
Ineligible Shareholders would otherwise be entitled and the
potential costs of complying with legal and regulatory requirements
in the jurisdictions in which the Ineligible Shareholders are
located in relation to the Entitlement Offer.
NMT, in its absolute discretion, may extend the Entitlement
Offer to any Shareholder if it is satisfied that the Entitlement
Offer may be made to the Shareholder in compliance with all
applicable laws. NMT, in its absolute discretion, reserves the
right to determine whether a Shareholder is an Eligible Shareholder
or an Ineligible Shareholder. To the maximum extent permitted by
law, NMT disclaims all liability in respect of such
determination.
6 Definitions
The meanings of the terms used in this agreement are set out
below.
Term Meaning
====================== =============================================
A$ , $ , dollar the currency of Australia.
or cents
====================== =============================================
Applicant an Eligible Shareholder who has submitted
a valid Application.
====================== =============================================
Application the arranging for payment of the relevant
Application Monies through BPAY(R)
or EFT in accordance with the instructions
on the Entitlement and Acceptance Form.
====================== =============================================
Application Monies the aggregate amount payable for the
New Shares applied for through BPAY(R)
or EFT.
====================== =============================================
ASIC the Australian Securities and Investments
Commission.
====================== =============================================
ASX ASX Limited (ACN 008 624 691) or, where
the context requires, the securities
exchange operated by it on which Shares
are quoted.
====================== =============================================
ASX Announcement NMT's initial ASX announcement in relation
to the Offer released to the ASX on
Tuesday, 21 November 2023, incorporated
in Section 4 of this Offer Booklet.
====================== =============================================
Closing Date 5pm (Perth time) on Friday, 8 December
2023, being the day the Entitlement
Offer closes (unless extended).
====================== =============================================
Corporations the Corporations Act 2001 (Cth).
Act
====================== =============================================
CRN the unique Customer Reference Number
on the personalised Entitlement and
Acceptance Form.
====================== =============================================
Eligible Shareholder the meaning given in Section 2.5 of
this Offer Booklet.
====================== =============================================
Entitlement the right to subscribe for 1 New Share
for every 8 Existing Shares held by
Eligible Shareholders on the Record
Date, pursuant to the Entitlement Offer.
====================== =============================================
Entitlement and the entitlement and acceptance form
Acceptance Form accompanying this Offer Booklet.
====================== =============================================
Entitlement Offer the pro rata non-renounceable offer
to Eligible Shareholders to subscribe
for 1 New Share for every 8 Existing
Shares of which the Shareholder is
the registered holder on the Record
Date, at an Offer Price of $0.19 per
New Share pursuant to this Offer Booklet.
====================== =============================================
Existing Shares the Shares already on issue on the
Record Date.
====================== =============================================
Ineligible Shareholder the meaning given in Section 5.16 of
this Offer Booklet.
====================== =============================================
Investor Presentation the presentation to investors released
to the ASX on Tuesday, 21 November
2023, incorporated in Section 4 of
this Offer Booklet.
====================== =============================================
Lead Manager Euroz Hartleys Limited (ABN 33 104
195 057).
====================== =============================================
Lead Manager the Lead Manager's affiliates, related
Parties bodies corporate (as that term is defined
in the Corporations Act), and their
respective directors, employees, officers,
representatives, agents, partners,
consultants, and advisers.
====================== =============================================
Listing Rules the official listing rules of ASX.
====================== =============================================
New Shares Shares to be allotted and issued under
the Offer, including (as the context
requires) the shortfall from the Entitlement
Offer issued under the Top Up Facility.
====================== =============================================
NMT Neometals Limited (ACN 099 116 631).
====================== =============================================
Offer the Entitlement Offer and the Placement.
====================== =============================================
Offer Booklet this Offer Booklet issued by NMT and
dated Wednesday, 29 November 2023.
====================== =============================================
Offer Price $0.19 per New Share.
====================== =============================================
Placement the placement of approximately 47.4
million New Shares to institutional
and professional investors to raise
approximately $9 million (before costs)
at the Offer Price as announced to
the ASX on Tuesday, 21 November 2023.
====================== =============================================
Record Date 5pm (Perth time) on Friday, 24 November
2023.
====================== =============================================
Share a fully paid ordinary share in the
capital of NMT.
====================== =============================================
Share Registry Computershare Investor Services Pty
Ltd (ACN 078 279 277).
====================== =============================================
Shareholder a registered holder of Shares.
====================== =============================================
Shortfall or those New Shares offered under the
Shortfall Shares Entitlement Offer which are not subscribed
for by Eligible Shareholders.
====================== =============================================
Top Up Facility the facility described in Section 3.3
under which Eligible Shareholders may
apply for New Shares in excess of their
Entitlement (subject to compliance
with applicable laws and to the terms
set out in this Offer Booklet).
====================== =============================================
U.S. Securities the U.S. Securities Act of 1933, as
Act amended.
====================== =============================================
Corporate information
NMT
Neometals Limited
Level 1, 1292 Hay St
West Perth, WA 6005
Tel: +61 8 9322 1182
https://www.neometals.com.au
NMT Offer Information Line
1300 850 505 (for callers within Australia) or +61 3 9415 4000
(for callers outside Australia) between 8.30am and 5.00pm (AEDT
time) on Monday to Friday before the Entitlement Offer closes at
5pm (Perth time) on Friday, 8 December 2023 (unless extended).
Lead Manager
Euroz Hartleys Limited
Level 18, Alluvion
58 Mounts Bay Road
Perth WA 6000
Legal Adviser
Herbert Smith Freehills
Level 11, 1 The Esplanade
Perth WA 6000
Share Registry
Computershare Investor Services
Level 17, 221 St Georges Terrace
Perth WA 6000
[1] Additional New Shares will only be available where there is
a shortfall between applications received from Eligible
Shareholders and the number of New Shares proposed to be issued
under the Entitlement Offer. NMT retains the flexibility to scale
back applications for additional New Shares at its discretion.
[2] Registered by BPAY Pty Ltd (ABN 69 079 137 518).
[3] All Shareholders, including those Eligible Shareholders who
participate in the Entitlement Offer, will have their percentage
holding in NMT reduced by the Placement.
[4] See Section 2.5 of this Offer Booklet for further
details.
[5] All Shareholders, including those Eligible Shareholders who
participate in the Entitlement Offer, will have their percentage
holding in NMT reduced by the Placement.
[6] The ASX Announcement and the Investor Presentation are
current as at the date of their release. There may be other
announcements that have been made by NMT after their release and
before the Entitlement Offer closes at 5pm (Perth time) on Friday,
8 December 2023 (unless extended) that may be relevant to your
consideration of whether to take part in the Entitlement Offer.
Therefore, it is prudent to check whether any further announcements
have been made by NMT before submitting an Application.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
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END
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