Circ re. Reminder of subscrip
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended immediately to seek advice from your legal, tax and/or other professional adviser.
If you have sold or otherwise transferred all of your warrants ("Warrants") to subscribe for ordinary shares of £0.001 each ("Ordinary Shares") in Golden Prospect Precious Metals Limited, please forward this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.
The Ordinary Shares and the Warrants are currently listed on the Official List of the Channel Islands Stock Exchange, LBG (the "CISX") and are traded on the International Bulletin Board ("ITBB") of the London Stock Exchange. The admission of the Ordinary Shares and the Warrants to trading on AIM, the market of that name operated by the London Stock Exchange, was cancelled on 16 June 2009.
GOLDEN PROSPECT PRECIOUS METALS LIMITED
(incorporated in Guernsey under the Companies (Guernsey) Laws, 1994 to 1996, as amended,
with registered number 45676)
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Directors: |
Registered Office: |
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Malcolm Burne (Chairman) |
1 Le Marchant Street |
|
Kaare Foy |
St. Peter Port |
|
Robert King |
Guernsey |
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|
GY1 4HP |
|
|
|
16 October 2009
To the holders of the outstanding Warrants
Dear Warrantholder,
REMINDER OF SUBSCRIPTION RIGHTS
Introduction
I am writing to remind you that you have the right, subject to and in accordance with the terms and conditions on which the Warrants were issued (the "Warrant Terms"), to exercise on or before 16 November 2009 (the "Final Subscription Date") all or any of the subscription rights conferred by your Warrants.
You have the right, subject to the Warrant Terms, to subscribe in cash on or before the Final Subscription Date for one Ordinary Share for each Warrant held by you at the price of 105 pence per Ordinary Share.
The subscription rights conferred by your Warrants, to the extent that you do not exercise such rights on or before the Final Subscription Date, will lapse and you will no longer have the right to exercise any remaining subscription rights at any point in the future.
This letter is not to be taken as a recommendation or advice to Warrantholders as to whether or not to exercise their Warrants. Before making any decision whether or not to exercise your Warrants, you should consider various factors including the relationship between the price of the Ordinary Shares in the market, the exercise price of the Warrants, the market price of the Warrants and your own personal financial circumstances. If you are in any doubt about the action you should take, the Board recommends that you consult your professional adviser. The information contained in this document is a summary of parts of, and is subject to, the Warrant Terms.
Financial information
The following table shows the closing mid-market quotations for a Warrant and an Ordinary Share (as derived from Bloomberg) as at the close of business on 13 October 2009 (the latest practicable date prior to the printing of this document) and on the first business day of each of the months in the current calendar year:-
|
|
Warrant Price |
Ordinary Share Price |
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2 January 2009 |
101p |
27.5p |
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2 February 2009 |
101p |
27.5p |
|
2 March 2009 |
101p |
28p |
|
1 April 2009 |
101p |
38p |
|
1 May 2009 |
101p |
44.5p |
|
1 June 2009 |
101p |
45.5p |
|
1 July 2009 |
101p |
40p |
|
3 August 2009 |
101p |
40p |
|
1 September 2009 |
101p |
40p |
|
1 October 2009 |
N/A |
48p |
|
13 October 2009 |
N/A |
52.5p |
Ordinary Shares allotted pursuant to the exercise of subscription rights in 2009 will not rank for any dividends or other distributions declared, paid or made on the Ordinary Shares by reference to a record date prior to when said Ordinary Shares are allotted but, subject thereto, will rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and pari passu in all other respects with the existing Ordinary Shares in issue.
Application will be made to the CISX for the Ordinary Shares allotted pursuant to any exercise of subscription rights to be admitted to the Official List of the CISX and to trading on the ITBB of the London Stock Exchange within 14 days after the allotment thereof.
Procedure for exercise of subscription rights
If you wish to exercise the subscription rights conferred by all or part of your holding of Warrants by the Final Subscription Date, you should:-
follow the procedures set out in Appendix 1 to this letter if your Warrants are held in uncertificated form (i.e. in electronic form as a computer record in an account with CREST); or
follow the procedures set out in Appendix 2 to this letter if your Warrants are held in certificated form (i.e. if your Warrants are still evidenced by a Warrant certificate).
Whether your Warrants are held in uncertificated form or certificated form will be determined by reference to the register of Warrantholders as at the close of business on the date you exercise your subscription rights.
Yours faithfully
Malcolm Burne
Chairman
APPENDIX 1
PROCEDURE FOR EXERCISE OF SUBSCRIPTION RIGHTS CONFERRED BY WARRANTS HELD IN UNCERTIFICATED FORM
Form of Uncertificated Subscription Notice
In order to exercise all or any of the subscription rights conferred by your Warrants on or before 16 November 2009 (the "Final Subscription Date"), an "Uncertificated Subscription Notice" being a Subscription Notice for Warrants held in uncertificated form, as described below, must be received in accordance with the instructions below on or prior to the Final Subscription Date. The Directors have prescribed that the Uncertificated Subscription Notice will be in the form of an unmatched stock event transaction instruction (a "USE Instruction") to transfer the number of Warrants in respect of which the subscription rights are to be exercised from the relevant member account of the CREST member to the member account of the Company's receiving agent specified below. The USE Instructions must be authenticated in accordance with Euroclear UK & Ireland Limited's ("Euroclear") specifications and, in addition to the other information that is required for settlement in CREST, must contain the following details:-
(i) the number of Warrants to be exercised;
(ii) the cash amount payable on subscription;
(iii) the participants ID of the holder of the Warrants;
(iv) the member account ID of the holder of the Warrants;
(v) the participant ID of the Company's receiving agent - this is RA06;
(vi) the member account ID of the Company's receiving agent - this is SUBS;
(vii) the corporate action number - please check this with CREST before subscribing;
(viii) the corporate action ISIN - this is GG00B1G9WL29; and
(ix) the latest settlement date - this is 1.00pm on 16 November 2009.
If you are unsure of the identification to be given under (iii) and (iv) above, please consult your Nominee Company or CREST sponsor.
Receipt of Uncertificated Subscription Notice
In order for an Uncertificated Subscription Notice to be valid:-
(i) it must be settled by Euroclear, and comply with the requirements specified under the heading 'Form of Uncertificated Subscription Notice' above prior to 1.00 pm on the Final Subscription Date; and
(ii) you must be registered as the holder of not less than the number of Warrants referred to in the Uncertificated Subscription Notice, and such Warrants must be credited to your member account identified in the Uncertificated Subscription Notice not later than 1.00 pm on the Final Subscription Date.
If you send a valid Uncertificated Subscription Notice in relation to any or all of your Warrants to Euroclear (or if any such notice is sent on your behalf), you will be treated as representing and warranting to the Company that that notice will be fully capable of settlement on the Final Subscription Date. Any breach of that representation and warranty will allow the Company to treat the Uncertificated Subscription Notice as invalid.
A valid Uncertificated Subscription Notice, once received as stated above, may not be withdrawn by you without the written consent of the Directors. It is your responsibility to take such action as shall be necessary to ensure that a valid Uncertificated Subscription Notice is received in accordance with the requirements set out in this Appendix prior to 1.00pm on the Final Subscription Date. Your attention is drawn to the practical limitations of the CREST system, details of which are set out in section 2 of chapter 1 of the CREST Manual.
The Directors reserve the right to treat as valid an Uncertificated Subscription Notice which is not in all aspects valid in accordance with the above or to accept an alternative instruction or notification from you in the event that, for reasons outside your control, you are unable to send an Uncertificated Subscription Notice to Euroclear in accordance with the above requirements.
Payment of Subscription Monies through CREST
CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the conversion of shares held in CREST. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor take) such action as shall be necessary to ensure that a USE instruction settles and payment is made by 1.00pm on the Final Subscription Date. In this connection, CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Settlement
The Ordinary Shares allotted on any exercise of the subscription rights conferred by your Warrants in uncertificated form will be issued in uncertificated form. The Company will, on or prior to 20 November 2009, notify Euroclear by an issuer-instruction (as defined in the Uncertificated Securities Regulations 2001) of the Ordinary Shares issued to you or to which you are entitled. This will result in Euroclear crediting such Ordinary Shares to the member account identified in the Uncertificated Subscription Notice on or prior to 20 November 2009.
APPENDIX 2
PROCEDURE FOR EXERCISE OF SUBSCRIPTION RIGHTS CONFERRED BY WARRANTS HELD IN CERTIFICATED FORM
Subscription Notice and Payment of Subscription Monies
If you wish to exercise any of the subscription rights conferred by your Warrants by 1.00pm on 16 November 2009 (the "Final Subscription Date"), you must lodge the certificate(s) evidencing those Warrants at the office of Capita Registrars Limited not later than 1.00pm on 16 November 2009 having completed the notice of subscription (the "Subscription Notice") printed on the reverse of the certificate(s). Each certificate must be accompanied by a remittance for the subscription price of 105 pence per Ordinary Share in respect of Ordinary Shares for which subscription rights are being exercised. Cheques should be drawn from a UK bank account and made payable to "CAPITA REGISTRARS LIMITED RE: GOLDEN PROSPECT PRECIOUS METALS LIMITED" and crossed "A/C payee only".
A valid Subscription Notice, once received as stated above, may not be withdrawn without the consent of the Company.
Lost Warrant Certificates
If you have lost your Warrant certificate(s) and you wish to exercise any of your subscription rights, then you should write to the office of Capita Registrars Limited giving notice of your intention to subscribe (and enclosing the appropriate payment) and stating that you have lost your Warrant certificate(s). You will then be sent a form of indemnity for completion to cover the lost Warrant certificate(s).
Settlement
Certificates for the Ordinary Shares allotted on the exercise of subscription rights conferred by your Warrants will be despatched on or before 20 November 2009 to the person entitled thereto (at their risk) or, if so directed, to the agent of such person(s). Transfers will be certified against the register pending the issue of such certificates.
This information is provided by RNS
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