Discovery Metals Limited: Proposed Cancellation of Admission to Trading on AIM
29 Enero 2012 - 6:40PM
UK Regulatory
TIDMDME
AIM Release
30 January 2012
Proposed Cancellation of Admission to Trading on AIM
Discovery Metals Limited (the "Company" or "Discovery Metals") today announces
that it has applied to the London Stock Exchange for the cancellation of trading
in the Company's securities on AIM. It is anticipated that the last day of
dealings on AIM will be Thursday, 29 March 2012 and cancellation from trading on
AIM will take effect at 7:00 am (London time) on Friday, 30 March 2012 (the
"Effective Date").
After the Effective Date, any depositary interests held on the Company's UK
depositary interest register will be replaced with the equivalent number of
fully paid ordinary shares in the Company and migrated to the Company's
shareholder register in Australia.
The Company's ordinary shares will continue to be listed on the Australian
Securities Exchange ("ASX") and the Botswana Stock Exchange ("BSE").
Discovery Metals will continue to welcome investment from London and other
European institutions noting that some of the Company's top UK and European
based shareholders (including three of the Company's top five shareholders)
already hold their securities via the ASX, despite having their offices and
headquarters based in the UK or Europe.
The Company intends to maintain its UK marketing programme through the retention
of UK based service providers.
As noted above, all depositary interest ("DI") holdings held through Discovery
Metals' UK registry will be migrated to the Company's Australian share registry
(as managed by Computershare) following the Effective Date. However, DI holders
may elect to transfer their holdings before such date if they so choose and take
appropriate action to do so.
Discovery Metals will correspond with DI holders to provide background
information and rationale for the cancellation of trading on AIM and to provide
a number of options available for DI holders to transfer their holdings to the
Company's Australian share registry. A copy of the letter is annexed to this
notice.
The Company would like to take this opportunity to thank its DI holders for
their support over the past 4 1/2 years.
For further information contact:
Discovery Metals Limited
Gregory Seeto
Company Secretary
Tel: +61 7 3218 0222
Fairfax I.S. PLC
Ewan Leggat / Laura Littley
Tel: +44 (0) 20 7598 5368
Tavistock
Jos Simson / Emily Fenton
Tel: +44 (0) 20 7920 3150
Mobile: +44 (0) 7899 870 450
30 January 2012
Dear [insert name]
CANCELLATION OF ADMISSION TO TRADING ON AIM
1. Introduction
Discovery Metals Limited ("Discovery Metals" or the "Company") has today
announced that it has applied to the London Stock Exchange for the cancellation
of trading in the Company's securities on AIM. It is anticipated that the last
day of dealings on AIM will be Thursday, 29 March 2012 and cancellation from
trading on AIM will take effect from 7:00 am (London time) on Friday, 30 March
2012 (the "Effective Date").
After the Effective Date, any depositary interests you hold on the Company's UK
depositary interest register will be replaced with the equivalent number of
fully paid ordinary shares in the Company and migrated to the Company's
shareholder register in Australia and will be listed on the Australian
Securities Exchange ("ASX").
After the Effective Date you will no longer be able to trade your securities in
the Company on AIM.
However, the fully paid ordinary shares in the Company will remain listed on the
ASX and the Botswana Stock Exchange ("BSE"). Therefore, you will be able to
continue to trade shares in the Company through an Australian registered broker
on the ASX.
The purpose of this letter is to:
a. provide you with the background to and reasons for the Company electing to
cancel its securities from trading on AIM; and
b. set out the options available to you as a result of the Company's decision
to cancel trading of its securities on AIM.
2. Background to and reasons for the cancellation of trading on AIM
Discovery Metals is currently publically listed on the ASX, AIM and the BSE.
The Company's securities commenced trading on AIM on Friday, 29 June 2007 and
have had a successful 4 1/2 years on AIM.
The Company's primary listing is with the ASX, with approximately 92.4% of the
Company's securities held on the Australian shareholder register, 6.3% on the
Botswana shareholder register and 1.3% held as depositary interests on the UK
depositary interest register as at 24 January 2012. In terms of shareholder
numbers, there are approximately 6,000 shareholders on the Australian
shareholder register, 1,000 shareholders on the Botswana shareholder register
and 100 depositary interest holders in the UK.
Some of the Company's top UK and European based shareholders (including three of
the Company's top five shareholders by percentage holding) hold their securities
as fully paid ordinary shares on the Australian shareholder register and not as
depositary interests in the UK, despite having their offices and headquarters
based in the UK or Europe.
Throughout the past two years the Company has seen a significant number of
securities held as depositary interests in the UK transferred to the Australian
shareholder register and traded on the ASX. By way of an example, in December
2009 approximately 8.9% of the Company's issued share capital was held on the
depositary interest register in the UK and traded on AIM, compared to 1.3% in
December 2011.
The Company views this migration as a strong indication from its shareholders of
their preference to invest in the Company via the ASX rather than AIM.
In light of this, the Board has concluded that the overall benefit to the
Company of having its securities cancelled from trading on AIM outweigh those of
having its securities continue to trade on AIM. Further, given the relatively
low trading volumes on AIM, the Company considers that the additional regulatory
compliance burden and the costs involved in maintaining the AIM listing exceed
the benefits obtained by the Company from having the AIM listing.
Discovery Metals intends to continue to maintain its primary listing on the ASX
and a secondary listing on the BSE. Holders of the Company's AIM securities
wishing to trade in the Company's shares after the Effective Date will be able
to do so through an Australian registered broker on the ASX.
3. The options available to you
It is important to note that the cancellation of trading of the Company's
securities on AIM may have taxation or other consequences for depositary
interest holders. Accordingly you should seek your own legal, financial or
professional advice from your solicitor, financial adviser or other professional
adviser on how you should deal with your interest given your own personal
circumstances. The Company does not and is unable to provide any legal,
financial or other professional advice to you and the information contained in
this letter is general in nature only, does not take into account your personal
circumstances and is not intended to constitute legal, financial or other
professional advice.
Depositary interest holders may elect to do any of the following:
1. Do nothing
Until the Effective Date, the Company's securities will remain admitted to
trading on AIM. You will be able to continue to deal as usual in the Company's
securities on AIM until the Effective Date.
If you do nothing, on the Effective Date any depositary interests you hold on
the Company's UK depositary interest register will be immediately replaced with
the equivalent number of fully paid ordinary shares in the Company and your
interest in the Company will be migrated to the Company's shareholder register
in Australia.
Unless you instruct an Australian registered broker to hold the fully paid
ordinary shares on your behalf, they will be held under an "Issuer Sponsored"
account on the Australian shareholder register of the Company under the same
name as you currently hold your depositary interests in the UK.
If your shares are registered as "Issuer Sponsored" on the Australian
shareholder register then you will need to engage an Australian registered
broker before you can trade these shares on the ASX in the future. In other
words, you will need to have your shares "Broker Sponsored" before you can trade
on the ASX.
Please note that the Australian registered broker sign-on process can be a
prolonged process as there are strict client identification requirements in
Australia. Accordingly, it is suggested that you have your interest in the
Company sponsored by an Australian registered broker as soon as possible, by
either:
a. contacting your own stockbroker to advise you accordingly (Item 2 below);
or
b. registering with an Australian registered broker (Item 3 below).
You can arrange for your interest in the Company to be sponsored by an
Australian registered broker prior to or after the Effective Date.
2. Have your interest in the Company sponsored by your existing stockbroker
Please contact your stockbroker directly in this regard. Not all
stockbrokers are eligible to trade on the ASX, so please check this
accordingly. If your stockbroker can trade on the ASX on your behalf then
they will let you know if they require any further information from you. If
you choose this option, it will be your responsibility to ensure all
requirements and regulations are followed.
3. Have your interest in the Company sponsored by an Australian registered
broker
If you do not have your own stockbroker, or your stockbroker is not an
Australian registered broker then you may wish to register with an
Australian registered stockbroker to enable you to trade your interest in
the Company on the ASX.
A complete list of Australian registered brokers can be found on the
following website:http://www.asx.com.au/resources/find-broker.htm
However, Blackswan Equities, RBS Morgans and UBS AG, broking firms based in
Australia have agreed to assist Discovery Metals' Depositary Interest
holders by acting as their Australian registered broker[1].
If you choose this option, it will be your responsibility to ensure all
requirements and regulations are followed.
For further information on how to have interest in the Company sponsored by an
Australian registered stockbroker, please do not hesitate to contact:
* Guy Lyons of Blackswan Equities on +61 8 9346 0331 (9:00 am to 5:00 pm
(Perth time) Monday to Friday);
* RBS Morgans (Australia) on +61 7 3334 4888 (9:00 am to 5:00 pm (Brisbane
time) Monday to Friday); or
* Daniel McMillan of UBS AG on +61 2 9324 2363 (9:00 am to 5:00 pm (Sydney
time), Monday to Friday).
4. Formal Notice under Trust Deed
In accordance with Clause 15.3 of the Trust Deed Poll dated 5 May 2007 (the
"Deed") between Computershare Investor Services PLC ("Computershare") and the
Company, Computershare as the Depositary under the Deed, hereby gives notice of
the following amendment to the Deed.
* The reference in clause 14.1 to 90 days' prior notice in writing, shall be
deleted and replaced with 1 day's prior notice in writing.
Accordingly, Computershare hereby provides advance notification that it shall
cease to be depositary and custodian in accordance with the Deed with effect
from the Effective Date. On the Effective Date the Depositary Interest facility
shall terminate and Discovery Metals Limited Depositary Interests will be
cancelled in accordance with the terms of the Deed.
5. Further Information and Helpline Contact Details
If you have any questions in respect of the registration of your Depositary
Interest in the UK or the transfer process of your interest in the Company to
the Australian register, please contact the Computershare (UK) broker hotline on
+44 906 999 0000.
If you would like to register with an Australian registered broker or have any
questions on the process of registering with an Australian registered broker,
please contact:
* Guy Lyons of Blackswan Equities on +61 8 9346 0331 (9:00 am to 5:00 pm
(Perth time) Monday to Friday);
* RBS Morgans (Australia) on +61 7 3334 4888 (9:00 am to 5:00 pm (Brisbane
time) Monday to Friday); or
* Daniel McMillan of UBS AG on +61 2 9324 2363 (9:00 am to 5:00 pm (Sydney
time), Monday to Friday).
If you have any other questions please contact the Company's UK Broker Fairfax
I.S. PLC and they will try to assist you or direct you to the relevant contact.
You should ask for Laura Littley who can be contacted on +44 207 598 5368 from
9:00 am to 5:00 pm (London time) Monday to Friday.
The Company would like to take this opportunity to thank its depositary interest
holders for their support over the past 4 1/2 years.
Yours faithfully
Gregory Seeto Andrew Davidson
Company Secretary UK Relationship Manager
- Depositary Interest Team
Discovery Metals Limited Computershare
Investor Services PLC
=-------------------------------------------------------------------------------
[1] Discovery Metals is not a registered provider of financial services in
Australia and does not, nor does it purport to, provide you with any financial
or other professional advice. Except to the extent that Blackswan Equities, RBS
Morgans or UBS AG (the Brokers) have agreed to assist Discovery Metals'
Depositary Interest holders as set out in this letter, Discovery Metals is in no
way related, associated or affiliated with any of the Brokers. The Company's
statement on the Broker's agreement to assist Depositary Interest holders should
in no way be interpreted as the Company supporting or endorsing the expertise or
services provided by any or each of the Brokers.
You should conduct your own inquiries and due diligence on the Brokers (or any
other Australian registered stockbroker) before engaging their services. The
Company will not be a party to any engagement a Depositary Interests holder has
with any Broker. Whether the terms and conditions of any engagement with any of
the Brokers are acceptable to a Depositary Interest holder will be the sole
decision of the relevant Depositary Interest holder to make (in conjunction with
any professional advice sought).
The provision of financial advice or financial services is heavily regulated in
Australia under the Corporations Act 2001 (Cth). The provision of any financial
advice or financial services by any of the Brokers (or any other Australian
registered stockbroker) is done so in their own personal capacity and not on
behalf of Discovery Metals.
Discovery Metals has no liability of any sort for the conduct or actions of any
of the Brokers or any other Australian registered stockbroker. If you elect to
engage any of the Brokers (or any other Australian registered stockbroker), you
do so entirely at your own risk.
Attachment: Proposed Cancellation of Admission to Trading on AIM:
http://hugin.info/137928/R/1580947/493732.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Discovery Metals Limited via Thomson Reuters ONE
[HUG#1580947]
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