Letter to Shareholders - NTL Voluntary Delisting from ASX
________________________________________________________________________________________
19 November 2024
Dear Shareholder
Delisting of New Talisman Gold Mines Limited from the ASX and Unmarketable Parcel Sale Facility
New Talisman Gold Mines Limited (Company) (ASX: NTL) has requested and received approval from ASX Limited
(ASX) to remove its ordinary shares (Shares) from the official list of ASX (the Delisting) subject to complying with
certain conditions which are described in the Company’s Delisting announcement dated 18 November 2024.
Following the Delisting, NTL’s shares will no longer be quoted or able to be traded on the ASX, however, NTL will
continue to be listed on the NZX Main Board market operated by NZX Limited (NZX) and trading of NTL’s Shares
on the NZX will continue.
In conjunction with the Delisting, the Company is proposing to facilitate an unmarketable parcel sale facility to
allow holders of unmarketable parcels of shares to have their shares sold on-market without having to act
through a broker or pay brokerage or handling fees (Unmarketable Parcel Sale Facility). Documents setting out
further details of the Unmarketable Parcel Sale Facility are expected to be dispatched to holders of
unmarketable parcels on or around 21 November 2024 together with a set of Frequently Asked Questions.
This letter contains important information about your holding of Shares, the Unmarketable Parcel Sale Facility
and the Delisting process.
The information in this letter does not take into account your individual investment objectives, financial situation
and needs. The information in this letter is of a general nature and is not financial product advice and should
not be relied upon as the sole basis for any investment decision. As a shareholder of NTL (Shareholder) you
should consult your financial, legal, tax or other professional adviser if you have any queries in relation to the
information contained in this letter or how you should act with respect to your holding of Shares.
Delisting of the Company from ASX
On 15 November 2024, the Company received formal ASX approval for its removal from the official list of ASX
subject to complying with certain conditions which are set out in detail in the Company’s Delisting
announcement dated 18 November 2024, including that the Company send this communication to its
Shareholders.
Subject to those conditions being satisfied, trading in the Company’s Shares will be suspended with effect from
close of trading on ASX on 20 December 2024 (the Suspension Date). Removal of the Company from the official
list of ASX is then expected to occur on 20 December 2024 (the Delisting Date).
This letter seeks to provide Shareholders with information about the Delisting process, the options available to
Shareholders in connection with their holdings of Shares and certain implications which may arise for
Shareholders as a result of the Delisting.
2b Gibraltar Cres,
Parnell, Auckland 1052
Office +64 9 303 1893
info@newtalisman.co.nz
Reasons for Delisting from ASX
The key reasons for NTL seeking to delist from the ASX at this time are set out below:
NTL is based in New Zealand with its mining operations, current Directors and senior management all
based in New Zealand;
a majority of NTL’s Shareholders are based in New Zealand with approximately 87.63% of NTL’s issued
share capital held by New Zealand based Shareholders and the majority of trading occurs on the NZX;
NTL’s Shareholders are not obtaining the anticipated benefits of an ASX listing due to a lack of liquidity
in the market for NTL’s Shares on ASX;
NTL’s secondary listing on the ASX has resulted in significant additional costs to the Company and
following Delisting, such funds can otherwise be used by NTL; and
a significant portion of NTL’s management time is dedicated to matters, directly and indirectly, relating
to NTL’s ASX listing and obligations. Following Delisting, this management time can be otherwise
utilised to best benefit NTL and its Shareholders.
Based on the reasons set out above, the Board is of the view that it is in the best interests of NTL and all
Shareholders that NTL delist from the ASX at this time and continue its listing on the NZX.
Further details of the Board’s reasons for seeking the Delisting and the consequences of the Delisting on NTL
and its Shareholders are set out in NTL’s Delisting announcement released on the ASX on 18 November 2024.
Delisting Process
No Shareholder approval
As the Company will retain its primary listing on the Main Board of the NZX following the Delisting, the Company
is not required to seek Shareholder approval of the proposed Delisting for the purpose of the ASX Listing Rules.
Suspension of Shares from ASX trading and delisting
Shares will trade on the ASX until the close of trading on 20 December 2024, when trading on the ASX will be
suspended. Following the suspension of ASX trading in Shares, Shareholders will no longer be able to trade
holdings of Shares on the ASX. The Company will then be removed from the official list of ASX on 20 December
2024.
Transfer of Shares to New Zealand register
After NTL is delisted from ASX on 20 December 2024, shareholdings remaining on the Australian register will be
transferred to NTL’s New Zealand register. Shareholders are not required to do anything to facilitate the transfer
of Shares between the two registers.
Unmarketable Parcel Sale Facility
In proposing the Delisting, the Board recognises that it would be beneficial to provide a liquidity mechanism for
Shareholders holding a smaller number of Shares, who do not wish to continue holding Shares that are listed
only on the NZX. Accordingly, in addition to the ability of Shareholders to sell their Shares (if any) on ASX up to
the Suspension Date, the Company is offering the Unmarketable Parcel Sale Facility to enable Shareholders who
hold Shares with a market value of less than NZ$1,000 at 15 November 2024
1
(being, the Record Date) (equating
to 45,454 Shares, as at the Record Date) (Unmarketable Parcel) to sell their entire Shareholding on-market in
1
This equates to approximately A$907 based on an exchange rate of NZD:AUD 0.9007 as at 15 November 2024.
conjunction with Delisting without incurring brokerage costs, unless they expressly opt-out and transfer to the
New Zealand register.
Craigs IP has been appointed as the Company’s broker to aggregate the Unmarketable P arcels and sell the Shares
on-market. Sale of the Unmarketable Parcels will take place no earlier than 3 months from the date that notice
of the sale facility is sent to holders of Unmarketable Parcels (ie. no earlier than 21 February 2024) in accordance
with NTL’s constitution (Disposal Date). As such, Shares under the Unmarketable Parcel Sale Facility will be sold
on-market on the NZX as, subject to completion of the Delisting, NTL’s Shares will no longer be trading on the
ASX at the time of sale. Following the sale of Unmarketable Parcels, holders will be paid their proportion of the
sale proceeds based on a volume weighted average price for their Shares.
Further details of the Unmarketable Parcel Sale Facility will be set out in the sale facility documents that are
expected to be dispatched to Shareholders on or around 21 November 2024. Eligible Shareholders will have the
ability to elect to "opt out" of the Unmarketable Parcel Sale Facility by completing and submitting a retention
form (Retention Form) to the Company’s registrar in accordance with the instructions detailed in the
announcement. Shareholders are advised that the Unmarketable Parcel Sale Facility is separate to, and
independent of the ASX Delisting and will be completed irrespective of whether the ASX Delisting proceeds.
Indicative dates for the Unmarketable Parcel Sale Facility and Delisting process
The following table sets out the indicative timetable for the Delisting and the Unmarketable Parcel Sale Facility.
Unless otherwise indicated, all dates are Sydney, Australia dates.
DATE ACTION
15 November 2024
Record Date for Unmarketable Parcel Sale Facility
Request for formal approval of Delisting from ASX and receipt of formal approval
from the ASX
18 November 2024
Announce proposed ASX Delisting
19 November 2024 Dispatch information to Shareholders in relation to ASX Delisting and their
options
21 November 2024
Dispatch Unmarketable Parcel Sale Facility documents
22 November 2024
Unmarketable Parcel Sale Facility open
20 December 2024
Suspension from trading (close of trading) (Suspension Date)
20 December 2024
Removal of the Company from the Official List of the ASX (Delisting Date)
18 February 2025 Closing time for receipt of Retention Forms for the Unmarketable Parcel Sale
Facility (Closing Time)
24 February 2025 Earliest date for sale of Unmarketable Parcels (Disposal Date)
Note: All dates and times above are Sydney, Australia time. The Company will also inform Shareholders of any changes to the indicative
timetable referred to above by market announcement made via the ASX / NZX company announcements platform, as applicable.
Options for Shareholders on Delisting of NTL from ASX
Shareholders will have the options set out below with respect to their shareholdings in conjunction with the
Delisting of NTL from the official list of ASX.
A. For holders of Unmarketable Parcels
Option 1
Sell your Unmarketable Parcel
If you hold an Unmarketable Parcel and wish to sell your Shares through the
Unmarketable Parcel Sale Facility, you should take no action. By taking no action, you
will be deemed to have irrevocably appointed the Company as your agent to:
sell all of your Shares on-market on the NZX; and
deal with the proceeds of the sale by paying you a proportion of the sale
proceeds based on a volume weighted average price for your Shares.
Payment for your Shares will be remitted to you as soon as practicable following the sale
of all Shares sold under the Unmarketable Parcel Sale Facility. The earliest date your
Shares will be sold is 24 February 2025 and payment for your Shares will take place
after that.
Option 2
Retain your Unmarketable Parcel
If you do not wish to sell your Unmarketable Parcel, you must OPT-OUT of the
Unmarketable Parcel Sale Facility by completing and returning the enclosed Retention
Form, in accordance with the instructions on the Retention Form before the Closing
Time, being 18 February 2025.
Following the Delisting, you will continue to hold your Unmarketable Parcel which may
only be traded on the NZX on and from Delisting,
B. For all other holders of NTL Shares
Option 3
Sell some or all of your Shares on ASX prior to Delisting
You can sell your Shares on ASX at any time prior to close of trading on the Suspension
Date being 20 December 2024 as you may have previously done, eg. by contacting your
broker or financial adviser or through an online share trading platform.
As the removal of the Company from the Official List of the ASX will not take place until
one month after the date of this letter, you will have a period of one month to sell your
Shares on the ASX should you wish to do so before Delisting.
After close of trading on the Suspension Date, you will not be able to sell your Shares
on the ASX.
If you elect to sell your Shares on the ASX prior to close of trading on the Suspension
Date, you will be responsible for any costs associated with the sale of your Shares as is
customary, including any broker commission.
Option 4
Retain all or part of your shareholding in NTL – your shareholding will be
transferred from the Australian to New Zealand register if you do nothing
If you wish to retain all or part of your holding in NTL, simply do nothing in relation to those
Shares. In that case, after the Delisting Date, shareholdings remaining on the Australian
register will be transferred to the Company’s New Zealand register.
You are not required to do anything to facilitate the transfer of your Shares between the
two registers. There is no fee payable for the transfer. The Company share registry,
Computershare Investor Services, will send you a holding statement shortly after the
transfer occurs.
Once this occurs, you will be able to trade your Shares on the NZX by contacting an
Australian broker licensed to trade on the NZX or a New Zealand broker directly.
You will be responsible for any brokerage fees and other costs that may be related to the
sale of your Shares on the NZX.
Should you have any questions related to this option, please contact Computershare
Investor Services on 0800 650 034 (toll free within New Zealand) or +64 9 488 8793,
otherwise for Australian shareholders 1800 501 366 (toll free within Australia) or +61 3
9415 4083 in each case from 8:30am to 5.00pm Monday to Friday (NZT) (excluding public
holidays).
Further information
If you have any queries on the options above or the Delisting of NTL from ASX, please contact
Computershare Investor Services on 0800 650 034 (toll free within New Zealand) or +64 9 488 8793,
otherwise for Australian shareholders 1800 501 366 (toll free within Australia) or +61 3 9415 4083 in each
case from 8:30am to 5.00pm Monday to Friday (NZT) (excluding public holidays).
New Talisman Gold Mines Limited
ARBN 009 474 702
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.