Tawana Resources NL

11/08/2018 | Press release | Distributed by Public on 11/08/2018 03:35

Supplementary Scheme Booklet

ACN 085 166 721

SUPPLEMENTARY SCHEME BOOKLET

This Supplementary Scheme Booklet amends and supplements the disclosure in the Scheme Booklet dated

20 August 2018 relating to the proposal from Alliance Mineral Assets Limited (AMAL) to acquire all of the issued shares in Tawana Resources NL (Tawana).

VOTE IN FAVOUR

The Tawana Directors continue to unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal

Financial adviser

Legal adviser

This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser. If you have recently sold all of your Tawana Shares, please ignore this document.

IMPORTANT NOTICES

GENERAL

Tawana Shareholders are encouraged to read the Scheme Booklet dated 20 August 2018 (Scheme Booklet) and this Supplementary Scheme Booklet in their entirety before making a decision as to how to vote on the Scheme Resolution to be considered at the Scheme Meeting.

DATE AND PURPOSE OF THIS SUPPLEMENTARY SCHEME BOOKLET

This Supplementary Scheme Booklet is dated 8 November 2018.

The purpose of this Supplementary Scheme Booklet is to provide information to Tawana Shareholders about certain events following the despatch of the Scheme Booklet to Tawana Shareholders, including the entry into the Debt Arrangements, and to provide Tawana Shareholders with updated Financial Information and the details of the Postponed Scheme Meeting.

RESPONSIBILITY FOR INFORMATION

The information contained in this Supplementary Scheme Booklet (other than the Replacement IER, the Replacement ILAR and the AMAL Supplementary Information) has been prepared by Tawana and is the responsibility of Tawana. None of AMAL, its directors, officers or advisers assume any responsibility for the accuracy or completeness of any information contained in this Supplementary Scheme Booklet, other than the "AMAL Supplementary Information" comprising:

  • Sections 4, 5 and 15 of this Supplementary Scheme Booklet;

  • any information or disclosures in this Supplementary Scheme Booklet which amends, replaces or supplements any "AMAL Information" (as defined in the Scheme Booklet); and

  • any other statements in this Supplementary Scheme Booklet made by or attributable to AMAL.

BDO has prepared the Replacement IER contained in Annexure A to this Supplementary Scheme Booklet, and takes responsibility for that report. None of Tawana, AMAL nor their respective directors, officers or advisers assume any responsibility for the accuracy or completeness of the Replacement IER.

Ernst & Young Transaction Advisory Services Limited has prepared the Replacement ILAR contained in Annexure B to this Supplementary Scheme Booklet, and takes responsibility for that report. None of Tawana, AMAL nor their respective directors, officers or advisers assume any responsibility for the accuracy or completeness of the Replacement ILAR.

ASIC AND ASX

A copy of this Supplementary Scheme Booklet has been provided to ASIC and ASX. Neither ASIC nor ASX nor any of their respective officers take any responsibility for the contents of this Supplementary Scheme Booklet.

JSE AND SOUTH AFRICAN EXCHANGE CONTROL

A copy of this Supplementary Scheme Booklet has been made available to JSE in South Africa for review in connection with its issue to SA Holders. Tawana Shareholders should refer to the section entitled "JSE and South African Exchange Control" in the "Important Notices" section of the Scheme Booklet.

COURT

The Court is not responsible for the contents of this Supplementary Scheme Booklet and, in ordering that the Postponed SchemeMeeting be held, the Court does not in any way indicate that the Court has approved or will approve the terms of the Scheme. An order of the Court under section 411(1) of the Corporations Act is not an endorsement of, or any other expression of opinion on, the Scheme.

NOTICE OF POSTPONED SCHEME MEETING

The Notice of Postponed Scheme Meeting is contained in Annexure C to this Supplementary Scheme Booklet.

NOTICE OF SECOND COURT DATE

At the Second Court Date, the Court will consider whether to approve the Scheme following the vote at the Shareholder Meeting.

Any Tawana Shareholder may appear at the Second Court Date, expected to be 3 December 2018 at 2:15pm. Any Tawana Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Tawana a notice of appearance in the prescribed form, together with any affidavit that the Tawana Shareholder proposes to rely on.

ADDITIONAL INFORMATION

If you have any further questions or require further information in relation to this Supplementary Scheme Booklet or the Scheme please contact Tawana's investor hotline on 1300 223 071 or, for overseas shareholders, +61 3 9415 4032, between 9:00am to 5:00pm (Perth, Australia time) Monday to Friday, or visit the website:www.tawana.com.au. Tawana Shareholders should consult their legal, financial or other professional adviser before making any decision regarding the Scheme.

IMPORTANT NOTICES FROM THE SCHEME BOOKLET

Tawana Shareholders should refer to the disclaimers and important notices in the "Important Notices" section of the Scheme Booklet, including but not limited to the paragraphs entitled "Future Matters and Intentions", "No Investment Advice", "Shareholders Outside Australia", "Notice to Tawana Shareholders in Singapore", "Notice to Tawana shareholders in New Zealand", "Notice to Tawana Shareholders in Hong Kong", "Financial Information", "Tax Implications of the Scheme", "Privacy", "Tawana and AMAL Websites" and "Effect of Rounding", which are also applicable in respect of this Supplementary Scheme Booklet.

INTERPRETATION

In this Supplementary Scheme Booklet (other than the Annexures):

  • capitalised terms used in this Supplementary Scheme Booklet that are not otherwise defined have the meanings set out in the Glossary in Section 11 of the Scheme Booklet or given to them by the Corporations Act;

  • headings are for ease of reference only and will not affect the interpretation of this Supplementary Scheme Booklet;

  • words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. A reference to a person includes a reference to a corporation;

  • a reference to a Section or Annexure is to a Section in or Annexure to this Supplementary Scheme Booklet, unless otherwise stated;

  • unless otherwise specified, all references to $, A$, AUD and cents are references to Australian currency and all references to S$ are references to Singaporean currency; and

  • unless otherwise stated, all references to times in this Supplementary Scheme Booklet are references to time in Perth, Western Australia.

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IMPORTANT DATES - REVISED TIMETABLE

This "Important Dates - Revised Timetable" section of this Supplementary Scheme Booklet replaces the "Important Dates" section of the Scheme Booklet.

16 November 2018

For SA Holders only: Date for determining entitlement to vote at the Scheme Meeting for Dematerialised SA Holders

10:00am (South African Standard Time) on 23 November 2018

For SA Holders only: Latest time and date for receipt by Strate of voting instruction forms for Scheme Meeting from the CSDP or broker of Dematerialised SA Holders

10:00am on 25 November 2018

Latest time and date for receipt of Proxy Forms for Scheme Meeting (including from Certificated SA Holders)

10:00am on 25 November 2018

Time and date for determining eligibility to vote at the Scheme Meeting

10:00am on 27 November 2018

Tawana Shareholders' meeting to vote on the Scheme

If the Scheme is approved by Tawana Shareholders

3 December 2018

Second Court Hearing for approval of the Scheme

4 December 2018

Court order is lodged with ASIC and Scheme takes effect (Effective Date) Last day of trading in Tawana Shares on ASX and JSE

Close of trading on 4 December 2018

Suspension of Tawana Shares from trading on ASX and JSE

5 December 2018

ASX Listed Shares expected to commence trading on ASX on a deferred settlement basis

5:00pm on 5 December 2018

Deadline for receipt of Election Forms from Tawana Shareholders

5:00pm on 7 December 2018

Determination of entitlement to receive Scheme Consideration (Record Date)

14 December 2018

Implementation of the Scheme (Implementation Date) Issue of the Scheme Consideration

14 December 2018

Last day of deferred settlement trading of ASX Listed Shares on ASX

17 December 2018

ASX Listed Shares expected to commence trading on ASX on a normal settlement basis

All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court and other Regulatory Authorities. Any changes to the above timetable (which may include an earlier Second Court Hearing) will be announced through ASX and notified onhttp://www.asx.com.au/asx/statistics/announcements.do.

All references to times in this Supplementary Scheme Booklet are references to time in Perth, Western Australia, unless otherwise stated.

The Scheme Booklet includes several references to important dates throughout that correspond to the dates set out in the "Important Dates" section of the Scheme Booklet. For the avoidance of doubt, these references to important dates in the Scheme Booklet are to be read as references to the dates as set out in this "Important Dates - Revised Timetable" section of this Supplementary Scheme Booklet.

NOTES FOR SA HOLDERS:

If you are a Dematerialised SA Holder, including an 'own name' holder, you should provide your CSDP or broker with your voting instructions in the manner and subject to the cut-off time stipulated in the custody agreement governing your relationship with your CSDP or broker in order to allow your CSDP or broker to meet this timing requirement.

Movements of Tawana Shares between the Australian register and South African branch register will not be permitted after 27 November 2018.

SA Holders will not be permitted to have Tawana Shares dematerialised into Strate or re-materialised after 4 December 2018.

LETTER FROM THE CHAIRMAN OF TAWANA

Dear Fellow Shareholder

Tawana Resources NL (Tawana) is pleased to provide shareholders with this Supplementary Scheme Booklet and to confirm that the postponed Scheme Meeting will be held at 10:00am on 27 November 2018 at King & Wood Mallesons, Level 30, QV1 Building, 250 St Georges Terrace, Perth, Western Australia.

As you are aware, there have been significant developments following the despatch of the Scheme Booklet dated 20 August 2018 (Scheme Booklet) to Tawana Shareholders, including Tawana securing the $40m conditional debt funding announced to ASX on 31 October 2018 (see Section 2 of this Supplementary Scheme Booklet) and the status of the proposed listing of AMAL on ASX in connection with the Scheme. This Supplementary Scheme Booklet provides information to Tawana Shareholders about these developments and other information relevant to your voting decision in relation to the Scheme. Tawana Shareholders are encouraged to read both the Scheme Booklet and this Supplementary Scheme Booklet in their entirety before voting on the Scheme.

Debt Arrangements and ASX Listing Condition

Following the despatch of the Scheme Booklet to Tawana Shareholders in late August 2018, AMAL advised Tawana that it was unable to satisfy the condition of the Scheme requiring admission of AMAL to the Official List of ASX and the Official Quotation of AMAL Shares on ASX (ASX Listing Condition) within the proposed timetable for the Scheme as a result of the material uncertainty regarding the Merged Group's ability to continue as a going concern noted in the Pro Forma Historical Financial Information (as defined in the Scheme Booklet)1.

In the interest of continuing with the Merger, Tawana and AMAL waived the ASX Listing Condition on 19 September 2018, whilst both companies remained committed to the listing of AMAL on ASX and continued to work towards satisfying ASX listing requirements in due course following the Merger.

On 31 October 2018, Tawana and Lithco executed formal binding documentation with a consortium of lenders led by Tribeca Investment Partners (Tribeca) for a $40 million conditional funding package (Funding Package).

Apart from providing funding for capital works and working capital at the Bald Hill Project, the Funding Package will improve the liquidity position of the Merged Group, such that the material uncertainty regarding the Merged Group's ability to continue as a going concern no longer exists. Consequently, the concern that led to the waiver of the ASX Listing Condition has been alleviated.

Accordingly, on 7 November 2018, following execution of the formal binding documentation with respect to the Funding Package, Tawana and AMAL agreed to reinstate the ASX Listing Condition.

No change to recommendation that you vote in favour of the Scheme in the absence of a Superior Proposal

Your Tawana Directors continue to believe that the Scheme is in the best interests of Tawana Shareholders in that it represents a compelling opportunity to consolidate the ownership of the Bald Hill Project before the next stage of its development. The Tawana Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal. Each Tawana Director intends to vote the Tawana Shares that they own or control at the time of the Scheme Meeting (if any), and will direct any Tawana proxies placed at their discretion, in favour of the Scheme in the absence of a Superior Proposal.

The Independent Expert, BDO, has maintained its opinion that the Scheme is fair and reasonable to Tawana Shareholders and therefore is in the best interests of Tawana Shareholders, in the absence of a superior proposal (refer to Annexure A).

Postponed Scheme Meeting and voting

Your vote is important. I strongly encourage you to vote either by attending the Postponed Scheme Meeting in person or by completing and returning the accompanying Proxy Form so that it is received at the address shown on the Proxy Form by 10:00am on 25 November 2018.

Tawana Shareholders that have already voted are entitled to change their vote by submitting a new Proxy Form. Any Proxy Forms that have been validly lodged prior to the date of this Supplementary Scheme Booklet will be deemed valid for the Postponed Scheme Meeting unless withdrawn or revoked, provided that the Proxy Form is given by a Tawana Shareholder that continues to be a registered holder as at 10:00am on the new eligibility date of 25 November 2018. If a new Proxy Form is submitted it will be taken to revoke any previously submitted Proxy Form.

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Refer to Section 6.5 of the Scheme Booklet.

Shareholders who have any questions relating to the Scheme should contact Tawana's investor hotline on 1300 223 071 or, for overseas shareholders, +61 3 9415 4032, between 9:00am and 5:00pm (Perth, Australia time) Monday to Friday.

On behalf of the Board of Directors of Tawana, I would like to sincerely thank all of our shareholders for their ongoing loyalty and support. As a fellow Tawana Shareholder, I look forward to joining you in participating in the next exciting chapter of growth at the Bald Hill Project.

Yours sincerely

Robert Benussi Chairman

Tawana Resources NL