14 August 2020
AIM/ASX Code: SO4
Not for release to US wire services or distribution in the United States
DESPATCH OF RETAIL ENTITLEMENT OFFER BOOKLET
Salt Lake Potash Limited (Salt Lake or the Company) (ASX:SO4) confirms that the retail entitlement offer booklet (Retail Offer Booklet) and personalised entitlement and acceptance form in connection with the fully underwritten pro rata accelerated non-renounceable entitlement offer (Entitlement Offer), as announced on 5 August 2020, was despatched to eligible retail shareholders, with instructions being sent to eligible Depositary Interest (DI) holders today.
A copy of the Retail Offer Booklet can be downloaded from https://www.so4.com.au/.
A letter to ineligible retail shareholders notifying them of the Entitlement Offer and their ineligibility to participate has also been despatched today.
Retail Entitlement Offer
The retail component of the Entitlement Offer (Retail Entitlement Offer) opens today, 14 August 2020, and is expected to close at 5.00pm (WST) on 25 August 2020, with the latest time for settlement of relevant CREST instructions for Depositary Interest (DI) holders under the Retail Entitlement Offer being 11.00am (BST) on Monday, 24 August 2020.
Eligible retail shareholders are encouraged to carefully read the Retail Offer Booklet for further details relating to the Retail Entitlement Offer.
Shareholders with questions in relation to the Retail Entitlement Offer may contact the Company on +61 8 6559 5800 at any time from 9:00 am to 5:00 pm (WST) Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period. Depositary Interest holders may contact Computershare Investor Services PLC on +44 (0)370 702 0003 between 8.30am and 5.30pm Monday to Friday (excluding Public Holidays) in respect of the procedures for accepting some or all of their entitlement.
Directors' subscriptions and Related Party Transaction
The following directors have indicated their intention to take up their entitlements under the Retail Entitlement Offer as follows:
Number of shares
Up to 800,000
Up to 100,000
In addition to the above, consulting fees payable to Mr Bungey totalling approximately A$186,000 have been accrued by the Company. Mr Bungey has indicated his willingness to accept Salt Lake ordinary shares (Ordinary Shares) in settlement of these outstanding fees, with such Ordinary Shares to be issued at the capital raising price of $0.50 per share. The issue of such shares would be subject to the receipt of prior Shareholder approval and a general meeting will be called to approve such issue in due course.
The proposed issue of Ordinary Shares to Mr Bungey would constitute a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors, having consulted the Company's nominated adviser, Grant Thornton UK LLP, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Conversion of Institutional Convertible Notes
As announced on 2 July 2020, the Company raised A$15m through the placement of 15 million unsecured zero-coupon Convertible Notes.
Following announcement of the results of the Institutional Entitlement Offer and Placement on 11 August 2020, 5 million Convertible Notes held by Institutional investors (Institutional Convertible Notes) will mandatorily convert into 11,111,113 fully paid Ordinary Shares at A$0.45 per share on 17 August 2020.
Conversion of 10 million Convertible Notes issued to Equatorial Resources Limited into 22,222,223 Ordinary Shares at A$0.45 per share is subject to Salt Lake Shareholder approval, which is expected to be sought at a meeting to be held in September 2020.
Settlement and dealings
Application has been made to the AIM Market of London Stock Exchange Plc (AIM) for the 11,111,113 new Ordinary Shares being issued on conversion of the Institutional Convertible Notes, which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading. Dealings on AIM are expected to commence at 8:00am on or around 17 August 2020 (Admission).
This application is in addition to the 142,083,323 Ordinary Shares pursuant to the Institutional Offer as announced on 11 August 2020, for which admission is also expected to take place on 17 August 2020.
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTRs), following Admission and including the admission of the 142,083,323 Institutional Offer shares, Salt Lake will have 506,480,276 Ordinary Shares in issue with voting rights attached. Salt Lake does not hold any shares in treasury. This figure of 506,480,276 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the ASX Listing Rules or the DTRs.
For further information please visit https://www.so4.com.au/ or contact:
Tony Swiericzuk / Richard Knights
Salt Lake Potash Limited
Tel: +61 8 6559 5800
Colin Aaronson / Seamus Fricker
Grant Thornton UK LLP (Nominated Adviser)
Tel: +44 (0) 20 7383 5100
Derrick Lee / Peter Lynch
Cenkos Securities plc (Joint Broker)
Tel: +44 (0) 131 220 6939
Rupert Fane / Ernest Bell
Hannam & Partners (Joint Broker)
Tel: +44 (0) 20 7907 8500
This announcement has been authorised for release by the Company Secretary, Mr Clint McGhie.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Not for release to US wire services or distribution in the United States.
This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
Forward Looking Statements
This announcement may include forward-looking statements. These forward-looking statements are based on Salt Lake Potash Limited's expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Salt Lake Potash Limited, which could cause actual results to differ materially from such statements. Salt Lake Potash Limited makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the date of that announcement.