Hannans Share Purchase Plan
Hannans Share Purchase Plan
Hannans Share Purchase Plan
Dear Shareholder
Current Projects
Details of the Companys current activities are set out in the announcements made by Hannans to the ASX
and are available from the ASX or Hannans website at www.hannansreward.com.
The funds raised under the Plan will be used by the Company to:
continue drilling to upgrade the JORC Iron resources at the Kiruna Iron project located in Sweden
(this is the Companys main focus and Shareholders are asked to refer to the Kiruna Iron Project
presentation, released to the ASX on 3 October 2012 and available on the Hannans website);
complete a scoping study for the Rakkurijoki project (one of Hannans main deposits within the
Kiruna Iron Project); and
continue exploration for high-grade copper and gold in Sweden, Norway and Australia.
Amount ($)
Offer A
15,000
Offer B
10,000
Offer C
5,000
Offer D
2,500
Offer E
1,000
The final purchase price will be determined on the closing date. Once the purchase price has been
established, the number of Shares to which you are entitled will be calculated by dividing the subscription
amount you have elected by the purchase price per Share.
Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if
received before the Closing Date of 5pm (WST) on Friday, 26 October 2012.
The maximum investment any shareholder may apply for will remain $15,000 even if a Shareholder receives
more than one Offer (whether in respect of a joint holding or because the Shareholder has more than one
holding under a separate account).
Calculation of the Purchase Price and Acceptance of Risk Factors
The purchase price of Shares under the Offer will be determined by the Directors at the time the Offer
closes, but will be a 15% discount to the 5 day VWAP of Hannans shares. This is to be calculated by the
price of the Companys shares on ASX during the 5 trading days immediately prior to the closing date of this
Offer.
The market price of the Shares in the Company may rise and fall between the date of the Offer and the
date that any Shares are allotted to you as a result of your acceptance of this Offer.
By accepting the Offer and applying for Shares under the Plan, each Eligible Shareholder will be
acknowledging that although the purchase price is at a discount to the market price, Shares are a speculative
investment and the price of Shares on ASX may change between the date of the Company announcing its
intention to make an Offer and the date of issue of Shares under that Offer and that the price and/or value
and/or number of the Shares received under the Plan may rise or fall accordingly.
The Directors recommend that you obtain your own financial advice in relation to the Offer and consider
price movements of Shares in the Company prior to accepting this Offer.
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Date
Friday, 28 September 2012
Note:
1. A shareholder briefing session will be held at the Hannans office at 10AM on Tuesday, 9 October 2012.
2. A broker/analyst lunch session will be held at the Hannans office at 1.30PM on Wednesday, 10 October 2012.
If you are interested in attending a briefing session, please contact Hannans to confirm your attendance.
These dates are indicative only. The Company may vary the dates and times of the Offer without notice.
Accordingly, shareholders are encouraged to submit their Share Purchase Plan Application Form as early as
possible.
If you have any questions about the Offer, please contact Hannans on +61 8 9324 3388 or your
professional advisor.
Yours faithfully
Mr Richard Scallan
Chairman
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that you held Shares in the Company on behalf of one or more other persons (each a Participating Beneficiary) at 5:00pm (WST) on Friday, 28 September 2012
who have subsequently instructed you to apply for Shares under the Plan on their behalf;
the number of Shares that you hold on behalf of each Participating Beneficiary;
the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their
behalf;
that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act plus the application price for any other Shares
issued to you as custodian for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $15,000;
that a copy of the written Offer document was given to each beneficiary; and
where you hold shares on behalf of a beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.
For the purposes of ASIC Class Order CO 09/425 you are a custodian if you are a registered holder that:
holds an Australian financial services licence that allows you to perform custodian or depositary services or operate IDPS accounts;
is exempt from holding an Australian financial services licence by virtue of Class Order CO 03/184 or by relying on the Australian financial services licence of your
master custodian under regulation 7.1.06(k) of the Corporations Regulations 2001;
is noted on the Companys register of members as holding the shares on account of another person.
If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner
described above. In this case, the rules for multiple single holdings (above) apply.
Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request Custodian Certificate and if you would
like further information on how to apply, you should contact Computershare Investor Services Pty Limited at any time from 8.30am to 5.00pm (WST) Monday to Friday
during the Offer period.
The Company reserves the right to reject any application for Plan Shares to the extent it considers that the application (whether alone or in conjunction with other
applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions.
Price of Company Shares
The price of Company Shares to be issued under the Plan will be determined by calculating a discount to the VWAP of Company Shares quoted on ASX during the
period 5 trading days immediately prior to the closing date of this Offer and discounting this amount by 15%.
Applications and Notices
At the discretion of the Directors of the Company, the Company will send eligible shareholders a letter of Offer and acceptance procedures, inviting them to subscribe
for Shares under the Plan, and accompanied by these Terms and Conditions of the Plan and a Share Purchase Plan Application Form. Applications will not be accepted
after the closing date of the Offer. Over subscriptions to the Plan may be refunded without interest.
Notices and statements made by the Company to participants may be given in any manner prescribed by its Constitution.
Placement of Shortfall
Any shortfall from the Offer may be placed at the discretion of the Directors.
Issue of Shares
Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by the Directors of the Company.
Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue.
Shareholding statements or CHESS notification will be issued in respect of all Shares issued under the Plan. The Company will, promptly after the issue of Shares under
the Plan, make application for those Shares to be listed for quotation on the official list of ASX.
Modification and Termination of the Plan
The Company may modify or terminate the Plan at any time. The Company will notify ASX of any modification to, or termination of, the Plan. The omission to give notice
of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.
Without limiting the above, the Company may issue to any person fewer Shares than the person applied for under the Plan if the issue of the Shares applied for would
contravene any applicable law or the Listing Rules of ASX.
Dispute Resolution
The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan,
whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and
other persons to whom that determination relates.
The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be
exercised by the Directors of the Company or any delegate of the Directors of the Company.
Questions and Contact Details
If you have any questions about the Offer, please contact Hannans on +61 8 9324 3388 or your professional advisor.