RNS Number:6484T
Hardman Resources Limited
24 December 2003
HARDMAN RESOURCES LTD
Ground Floor, 5 Ord Street, West Perth
PO Box 869, West Perth
Western Australia 6872
Tel: +61 8 9321 6881 Fax: +61 8 9321 2375
ABN 98 009 210 235
STOCK EXCHANGE / MEDIA RELEASE
RELEASE DATE: 24 December 2003
CONTACT: Kathryn Davies (08 9321 6881)
RE: PROSPECTUS
Please find following a copy of a Prospectus for the issue of up to 6,250,000
new options to staff and consultants to the Company as approved by shareholders
at the Company's annual general meeting held 28 November 2003. The Prospectus
has been lodged with ASIC today.
The options are exercisable at $1.10 each and expire on 31 December 2006.
KATHRYN DAVIES
COMPANY SECRETARY AND
CHIEF FINANCIAL OFFICER
HARDMAN RESOURCES LTD
ABN 98 009 210 235
PROSPECTUS
For
The issue of a maximum 6,250,000 New Options for nil consideration to Employees and Consultants of the Company, each
New Option giving the holder the right to subscribe for one Ordinary Share in the Company at an exercise price of $1.10
per New Option with such right being exercisable on or before 31 December 2006.
The Issue is NOT underwritten.
This document is important and requires your immediate attention. If you do not understand it, you should consult your
sharebroker, accountant or other adviser without delay in order to satisfy yourself as to the contents of this
Prospectus. It should be read in its entirety.
This Issue should be considered speculative and read in conjunction with the risk factors outlined in this Prospectus.
TABLE OF CONTENTS
1. Important Notes and Statements 1
2. Corporate Directory 2
3. Details of the Issue 2
4. Rights Attaching to New Options 3
5. Effect of the Issue 6
6. Additional Information 6
7. Definitions 13
8. Directors' Statement 14
1. IMPORTANT NOTES AND STATEMENTS
DIRECTORS
Alan R Burns (Chairman)
EJ (Ted) Ellyard (Managing Director), B.Sc(Geology), Grad Dip, MAAPG
Scott S Spencer (Executive Director), BA Hons, B.Phil, M.Litt, Dip, AICD
Peter L Raven MBE (Non Executive Director), FCA, FCT
Robert A Carroll (Non Executive Director), B.Ec, FCPA
COMPANY SECRETARY
Kathryn F Davies, B.Bus
REGISTERED OFFICE
Ground Floor
5 Ord Street
West Perth 6005
Western Australia
Telephone: 61 8 9321 6881 Facsimile: 61 8 9321 2375
STOCK EXCHANGE
The Company's securities are quoted on the official list of:
Australian Stock Exchange Limited
the home branch being Perth
Exchange Plaza
2 The Esplanade
Perth 6000
Western Australia
ASX Code: HDR
The Alternative Investment Market of the
London Stock Exchange Plc
Stock Exchange Building
Old Broad Street
London EC2N 1HP
United Kingdom
AIM Code: HNR
2. CORPORATE DIRECTORY
This Prospectus is dated 24 December 2003 and was lodged with ASIC on 24
December 2003.
No responsibility as to the contents of the Prospectus is taken by ASIC or ASX
or their respective officers.
No securities will be allotted or issued on the basis of this Prospectus later
than 13 months from the date of this Prospectus, being the expiry date of this
Prospectus.
This Prospectus does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to make such an offer or
invitation. The distribution of this Prospectus in jurisdictions outside
Australia may be restricted by law and any person who comes into possession of
this Prospectus should seek advice on and observe any such restrictions. Any
failure to comply with such restrictions may constitute a violation of
applicable securities laws.
Throughout this Prospectus, for ease of reading, various words and phrases have
been defined rather than used in full on each occasion and are set out in
section 7 of this Prospectus.
3. Details of the Issue
3.1 Important Note
Section 3 is not intended to provide full information to you. This Prospectus
should be read and considered in its entirety.
3.2 Issue
On 28 November 2003, the Company's shareholders approved the issue of up to
6,250,000 New Options for nil consideration to Employees and Consultants.
Accordingly, pursuant to this Prospectus, the Company is offering for
subscription to Employees and Consultants a maximum 6,250,000 New Options for
nil consideration, each New Option giving the holder the right to acquire one
Ordinary Share in the Company at an exercise price of $1.10 per New Option with
such right being exercisable on or before 31 December 2006.
The New Options will be granted upon and subject to the terms set out in Section
4 of this Prospectus.
3.3 Subscribing to the Issue
Employees and Consultants offered New Options may:
(a) accept the Allocation in whole or in part only (using the Application
Form); or
(b) do nothing (in which case no benefit will be received).
3.4 General Instructions
It is important that you consider this Issue carefully. If you decide to accept
(either in whole or in part), you must do so in accordance with the instructions
set out in this Prospectus. If you are in doubt as to the course you should
follow you should consult your professional adviser.
3.5 Issue of New Options
The New Options will be issued and a certificate sent to subscribers as soon as
practicable after lodgement of the Application. The certificate will be posted
to Applicants at the address appearing on their Application.
3.6 Closing Date
The Closing Date for issuing New Options pursuant to this Prospectus will be 5:
00pm WST on 27 February 2004.
Applications should be submitted as soon as possible however they must be
received at least 48 hours prior to the Closing Date. The Company reserves the
right to vary the Closing Date without prior notice.
3.7 Purpose of the Issue
The New Options are incentive options to be issued to Employees and Consultants
of the Company as a valuable method of encouraging the Employees and Consultants
to have a greater involvement in the achievement of the Company's objectives and
to provide an incentive by participating in the future growth and prosperity of
the Company through share ownership.
Under the Company's current circumstances the Directors consider that the
incentives to the Employees and Consultants noted above, represented by the
grant of these New Options, are a cost effective and efficient reward and
incentive for the Company, as opposed to alternative forms of incentive, such as
the payment of additional cash compensation to the Employees and Consultants.
3.8 Stock Exchange Listing
The New Options will not be listed on any stock exchange. Within seven (7)
Business Days after the date of exercise of any of the New Options, the Company
will apply to have those Shares allotted and issued upon exercise of any of the
New Options admitted to quotation on ASX and AIM.
The fact that ASX or AIM may grant official quotation of the Shares is not to be
taken in any way as an indication of the merits of the Company or the New
Options (or underlying Shares) now offered for subscription.
4. Rights Attaching to New Options
4.1 New Options
The New Options (described below as Options) will entitle the holder to
subscribe for Ordinary Shares on the terms and conditions outlined below:
(a) Each Option shall confer the right to subscribe for one fully paid ordinary
share, ranking pari passu with existing issued fully paid Ordinary shares, in
the capital of the Company.
(b) The Options shall expire on 31 December 2006 ("Expiry Date").
(c) The Options shall be exercisable by validly completing an Application for
Exercise of Options notice which must be received by the Company at any time on
or before the Expiry Date together with applicable exercise monies for the full
amount of the options being exercised. The fully paid ordinary shares will be
allotted not more than fifteen days after (but not including) the exercise date.
(d) The Options may be exercised in whole or in part. If the Options are
exercised in part each notice of exercise must be for not less than 1,000 shares
and in multiples of 1,000 shares.
(e) The exercise price for each Option shall be A$1.10 cents.
(f) The Options may be transferred at any time in whole or in part provided
the Board of Directors approves such transfer in writing. The Board of Directors
shall determine the circumstances in which Options may be transferred.
(g) Should (insert name of relevant Staff member or consultant in each
certificate) cease to hold office, employment and/or consulting, as the case may
be, with the Company for any reason whatsoever (except where such cessation
occurs as a result of a change in control of the Company, with a change in
control being where a shareholder or group of associated shareholders become
entitled to sufficient shares in the Company to give it or them the ability to
replace all or a majority of the Board of the Company), the relevant outstanding
Options of the holder shall be forfeited and all rights and/or benefits in
relation to those options shall also be forfeited after a period of 90 days from
the date of cessation of holding office, employment and/or consulting as the
case may be. In the event of the death, total and permanent disablement,
redundancy or retirement of (insert name of relevant Staff member or consultant
in each certificate)the Board of Directors may, at their discretion, allow the
Options to remain current for an additional period of time, not exceeding the
Expiry Date set out in (b) above.
Should (insert name of relevant Staff member or consultant in each certificate),
cease to hold office, employment and/or consulting as the case may be due to
termination by the Company for reasons of fraudulent behaviour or serious
misconduct, the relevant outstanding Options of the holder shall be forfeited
and all rights and/or benefits in relation to those options shall also be
forfeited as at the date of termination.
(h) A certificate will be issued for the Options. On the reverse side of the
certificate there will be endorsed a statement of the rights of the optionholder
and a notice that is to be completed when exercising the Options. If there is
more than one Option comprised in this certificate and prior to the Expiry Date
those Options are exercised in part, the Company will issue another certificate
for the balance of the Options held and not yet exercised.
(i) The optionholder will not be permitted to participate in any new pro
rata entitlement issues of securities of the Company, without first exercising
the Options.
(j) In the event of a reorganisation of the issued capital of the Company,
the Options will be reorganised in accordance with the Listing Rules of the
Australian Stock Exchange Limited.
(k) The Options will not give any right to participate in dividends until
shares are allotted pursuant to the exercise of the relevant Options.
(l) The Options will not be listed on the Australian Stock Exchange
Limited, the Alternative Investment Market of the London Stock Exchange or on
any other securities exchange.
4.2 Shares issued Pursuant to Exercise of New Options
All Ordinary Shares issued pursuant to the exercise of New Options
issued pursuant to this Prospectus will, from the time they are issued, rank
equally in all respects with the Company's existing Ordinary Shares. The
Directors do not anticipate declaring a dividend in the current financial year
and the payment of future dividends will depend upon the profitability of the
Company in the future and its requirements for funds.
The Constitution of the Company sets out the rights attaching to
shares and copies of the Constitution are available for inspection at the
Company's registered office during normal business hours, without charge, during
the application period of this Prospectus.
The following is a summary of the rights that attach to the
Company's shares:
Voting rights
Every holder of shares present in person or by proxy, attorney or representative
at a meeting of shareholders has one vote on a vote taken by a show of hands,
and, on a poll, every holder of shares who is present in person or by proxy,
attorney or representative has one vote for every fully paid share held by him
or her, and a proportionate vote for every partly paid share, registered in such
shareholder's name on the Company's share register.
A poll may be demanded by the chairperson of the meeting, by any 5 shareholders
present in person or by proxy, attorney or representative, or by any one or more
shareholders who are together entitled to not less than 5% of the total voting
rights of, or paid up value of, the shares of all those shareholders having the
right to vote at that meeting.
Dividends
Dividends are payable out of the Company's profits and are declared by the
Directors. Dividends declared will be payable on the shares at a fixed amount
per share.
Transfer of Shares
A shareholder may transfer shares by a market transfer in accordance with any
computerised or electronic system established or recognised by the ASX or the
Corporations Act for the purpose of facilitating transfers in shares or by an
instrument in writing in a form approved by the ASX or in any other usual form
or in any form approved by the Directors.
The Directors of the Company may refuse to register any transfer of shares,
other than a proper SCH transfer (a proper SCH transfer is a proper ASTC
transfer as defined in the Corporations Regulations), where permitted by the
Listing Rules. The Company must not refuse to register or give effect to or
delay or in any way interfere with a proper SCH transfer of shares or other
securities.
Meetings and Notice
Each shareholder is entitled to receive notice of and to attend general meetings
for the Company and to receive all notices, accounts and other documents
required to be sent to shareholders under the Constitution of the Company, the
Corporations Act or the Listing Rules.
Liquidation Rights
The Company has only issued one class of shares, which all rank equally in the
event of liquidation. Once all liabilities of the Company are satisfied, a
liquidator may, with the authority of a special resolution of shareholders
divide the whole or any part of the remaining assets of the Company. The
liquidator can with the sanction of a special resolution of the Company's
shareholders vest the whole or any part of the assets in trust for the benefit
of shareholders as the liquidator thinks fit, but no shareholder of the Company
can be compelled to accept any shares or other securities in respect of which
there is any liability.
Shareholder Liability
As the Shares the Company has on issue and which will be issued upon exercise of
the New Options are fully paid shares, they are not subject to any calls for
money by the Directors and will therefore not become liable for forfeiture.
Alteration to the Constitution
The Constitution can only be amended by a special resolution passed by at least
three-quarters of shareholders present and voting at the general meeting. At
least 28 days written notice specifying the intention to propose the resolution
as a special resolution must be given.
Listing Rules
Despite anything in the Constitution of the Company, if the Listing Rules
prohibit an act being done, the act must not be done. Nothing in the
Constitution prevents an act being done that the Listing Rules require to be
done. If the Listing Rules require an act to be done or not to be done,
authority is given for that act to be done or not to be done (as the case may
be). If the Listing Rules require the Constitution to contain a provision or not
to contain a provision the Constitution is deemed to contain that provision or
not to contain that provision (as the case may be). If a provision of the
Constitution is or becomes inconsistent with the Listing Rules, the Constitution
is deemed not to contain that provision to the extent of the inconsistency.
5. EFFECT OF THE ISSUE
The capital structure of the Company following the completion of the Issue is
summarised below:
Number of Shares Issued and Paid Up Capital $
480,960,028 Total issued Ordinary Shares 150,301,183
Number of Options Description Exercise Price
$
500,000 Unlisted options, exercisable on or before 27 February 2004 0.60
14,700,000 Unlisted options, exercisable on or before 31 December 2004 1.10
4,250,000 Unlisted options, exercisable on or before 31 December 2006 1.10
6,250,000 Unlisted options, the subject of this Prospectus, exercisable on 1.10
or before 31 December 2006
25,700,000
6. Additional Information
6.1 Risk Factors
Before deciding whether to invest in the Company, prospective
investors should carefully consider the risks described below together with all
other information contained in this Prospectus. If any of the following risks
actually occur, the Company's business, financial condition, results of
operations and/or the scope of its operations and anticipated expansion could be
materially and adversely affected. In such case, an investor may lose all or
part of his or her investment. Additional risks and uncertainties not currently
known to the Directors may also have an adverse effect on the Hardman Group's
business and the information set out below does not purport to be an exhaustive
summary of the risks affecting the Hardman Group.
* Exploration Risk
Although the Hardman Group has established gas production, its future value is
largely dependent on the success or otherwise of the Group's activities, which
are directed towards the search, evaluation and development of oil and gas
reserves. Exploration for, and development of, resources is speculative and
involves a significant degree of risk. Whilst the rewards can be substantial,
there is no guarantee that exploration on the Hardman Group's permits and
licences will lead to commercial discovery or, if there is such discovery, that
the Hardman Group will be able to realise such reserves as intended. If at any
stage the Hardman Group is precluded from pursuing its exploration or production
programmes or decides not to continue with any of these, this is likely to have
an effect on the value of investors' holdings.
Moreover, if the Hardman Group does not meet its work and/or expenditure
obligations under its permits and licences this may lead to dilution of its
interest in, or the loss of, such permits or licences.
* Drilling and Operating Risks
Exploration and development activities may be delayed or adversely affected by
factors outside the control of the Hardman Group. These include adverse climatic
and oceanographic conditions, the performance of joint venture or farmin
partners on whom the Hardman Group may be or may become reliant, compliance with
governmental requirements, shortage or delays in installing and commissioning
plant and equipment or import or customs delays. Problems may also arise due to
the quality or failure of locally obtained equipment or interruptions to
services (such as power, water, fuel or transport or processing capacity) or
technical support which result in failure to achieve expected target dates for
exploration or production and/or result in a requirement for greater
expenditure. Drilling may involve unprofitable efforts, not only with respect to
dry wells, but also with respect to wells which, though yielding some oil or
gas, are not sufficiently productive to justify commercial development or cover
operating and other costs. Completion of a well does not ensure a profit on the
investment or recovery of drilling, completion and operating costs.
Substantial operational risks are involved in the drilling for, development of
and production from oil and gas fields, including blow-outs, cratering,
explosions, pollution, seepage or leaks, fire, earthquake activity, unusual or
unexpected geological conditions and other hazards which may delay, or
ultimately prevent, the exploitation of such fields or may result in cost
overruns or substantial losses to the Hardman Group due to substantial
environmental pollution or damage, personal injury or loss of life, clean up
responsibilities, regulatory investigation and penalties or suspension of
operations. Such hazards can also severely damage or destroy equipment,
surrounding areas or property of third parties. Damage or loss occurring as a
result of such risks may give rise to claims against the Group. Although the
Hardman Group maintains and proposes to maintain insurance which the Directors
consider to be appropriate in accordance with industry practice, there may be
circumstances where the Hardman Group's insurance or that of the operator of a
field will not cover or be adequate to cover the consequences of such events or
where the Hardman Group may become liable for pollution or other operational
hazards against which it either cannot insure or may have elected not to have
insured on account of high premium costs or otherwise. Moreover, there can be no
assurance that the Hardman Group will be able to maintain adequate insurance in
the future at rates the Directors consider reasonable.
* Economic And Political Risk
The majority of the Hardman Group's operations are in foreign jurisdictions
where there may be a number of associated risks over which it will have no, or
limited, control. These may include economic, social, or political instability
or change, hyperinflation, currency non-convertibility or instability and
changes of laws affecting foreign ownership, government participation, taxation,
working conditions, rates of exchange, exchange control, exploration licensing
and petroleum export licensing and export duties as well as government control
over domestic oil and gas pricing. In particular, certain areas may present more
of a political and economical risk to the operations of the Hardman Group than
others in which it operates in terms of stability, political and economic
uncertainty and civil unrest.
Most of the Hardman Group's financial obligations are denominated in US Dollars
although it will report its financial results in Australian dollars. As a
result, a number of foreign currency effects may arise from exchange rate
movements. Hardman does not engage in active hedging to minimise exchange rate
risk.
* Legal Systems
Some of the jurisdictions in which the Hardman Group operates may have less
developed legal systems than more established economies, which may result in
risks such as:
(i) potential difficulties in obtaining effective legal redress in the
courts of such jurisdictions, whether in respect of a breach of law or
regulation, or in an ownership dispute;
(ii) a higher degree of discretion on the part of governmental authorities;
(iii) the lack of judicial or administrative guidance on interpreting
applicable rules and regulations;
(iv) inconsistencies or conflicts between and within various laws,
regulations, decrees, orders and resolutions; or
(v) relative inexperience of the judiciary and courts in such matters. In
certain jurisdictions the commitment of local business people, government
officials and agencies and the judicial system to abide by legal requirements
and negotiated agreements may be more uncertain, creating particular concerns
with respect to licences and agreements for business. These may be susceptible
to revision or cancellation and legal redress may be uncertain or delayed. There
can be no assurance that joint ventures, licences, licence applications or other
legal arrangements will not be adversely affected by the actions of government
authorities or others and the effectiveness of and enforcement of such
arrangements in these jurisdictions cannot be assured.
* Corporate and Regulatory Formalities
In the jurisdictions in which the Hardman Group operates, both the conduct of
its operations and the steps involved in the Hardman Group acquiring its current
interests involve or have involved the need to comply with numerous procedures
and formalities. It has not in all cases been possible to date to comply with,
or obtain waivers from, all such formalities and it is not always clear whether
statutory or corporate formalities have been properly completed, nor possible or
practical to obtain evidence of such issues. In some cases, failure to follow
such formalities or obtain relevant evidence may call into question the validity
of the entity or the actions taken.
* Ability to Exploit Successful Discoveries
It may not always be possible for the Hardman Group to participate in the
exploitation of successful discoveries made in areas in which the Hardman Group
has an interest. Such exploitation may involve the need to obtain licences or
clearances from the relevant authorities, which may require conditions to be
satisfied and/or the exercise of discretion by such authorities. It may or may
not be possible for such conditions to be satisfied. Furthermore, the decision
to proceed to further exploitation may require the participation of other
companies whose interests and objectives may not be the same as those of the
Hardman Group. Such further work may also require the Hardman Group to meet or
commit to financing obligations, which it may not have anticipated or may not be
able to commit to due to lack of funds or inability to raise funds.
* Environmental Regulation
Environmental and safety legislation (e.g. in relation to plugging and
abandonment of wells, discharge of materials into the environment and otherwise
relating to environmental protection) may change in a manner that may require
stricter or additional standards than those now in effect, a heightened degree
of responsibility for companies and their directors and employees and more
stringent enforcement of existing laws and regulations. There may also be
unforeseen environmental liabilities resulting from oil and gas activities,
which may be costly to remedy. In particular, the acceptable level of pollution
and the potential clean up costs and obligations and liability for toxic or
hazardous substances for which the Hardman Group may become liable as a result
of its activities may be impossible to assess against the current legal
framework and current enforcement practices of the various jurisdictions.
* Market Risk
In the event of successful development of oil and gas reserves, the marketing of
the Hardman Group's prospective production of oil and gas from such reserves
will be dependent on market fluctuations and the availability of processing and
refining facilities and transportation infrastructure, including access to
ports, shipping facilities, pipelines and pipeline capacity at economic tariff
rates over which the Hardman Group may have limited or no control. Pipelines may
be inadequately maintained and subject to capacity constraints and economic
tariff rates may be increased with little or no notice and without taking into
account producer concerns. The right to export oil and gas may depend on
obtaining licences and quotas, the granting of which may be at the discretion of
the relevant regulatory authorities. There may be delays in obtaining such
licences and quotas leading to the income receivable by the Hardman Group being
adversely affected, and it is possible that from time to time export licences
may be refused.
* Reliance on Strategic Relationships
In conducting its business, the Hardman Group will rely on continuing existing
strategic relationships and forming new ones with other entities in the oil and
gas industry, such as joint venture parties and farmin partners, and also
certain regulatory and governmental departments. While the Directors have no
reason to believe otherwise, there can be no assurance that its existing
relationships will continue to be maintained or that new ones will be
successfully formed.
* Competition
A number of other oil and gas companies operate, and are allowed to bid for
exploration and production licences and other services, in the countries in
which the Hardman Group operates, thereby providing competition to the Group.
Larger companies, in particular, may have access to greater resources than the
Hardman Group, which may give them a competitive advantage. In addition, actual
or potential competitors may be strengthened through the acquisition of
additional assets and interests.
* Volatility of Prices for Oil and Gas
The demand for, and price of, oil and gas is highly dependent on a variety of
factors, including international supply and demand, weather conditions, the
price and availability of alternative fuels, actions taken by governments and
international cartels, and global economic and political developments.
Geographic location and a lack of adequate infrastructure may also result in any
oil or gas produced being sold at a discount to world market prices for oil and
gas. International oil and gas prices have fluctuated widely in recent years and
may continue to fluctuate significantly in the future.
* Dependence on Key Personnel
The Hardman Group has a small management team and the loss of a key individual
or the Group's inability to attract suitably qualified personnel in the future
could affect the Hardman Group's business. Difficulties may also be experienced
in certain jurisdictions in employing and retaining qualified personnel who are
willing to work in such jurisdictions.
* Results to Date and Additional Requirement for Capital
Hardman is likely to remain cash flow negative for some time and, although the
Directors have confidence in the future revenue earning potential of the Hardman
Group, there can be no certainty that Hardman will achieve or sustain
profitability or positive cash flow from its operating activities. The Directors
are satisfied that the working capital available to the Hardman Group will be
sufficient for its present requirements. However, it is likely that the Company
will need to raise additional capital in the future and actual future
production, oil and gas prices, revenues, taxes, transportation costs, capital
expenditures and operating expenses and geological success will all be factors
which have an impact on the amount of additional capital required. Any
additional equity financing may be dilutive to shareholders and debt financing,
if available, may involve restrictions on financing and operating activities. If
Hardman is unable to obtain additional financing as and when needed, it may be
required to reduce the scope of its operations or anticipated expansion.
* Liquidity of the Ordinary Shares
The share price of publicly traded emerging companies can be highly volatile.
The price at which the Ordinary Shares will be traded and the price at which
investors may realise their investments will be influenced by a large number of
factors, some specific to the Hardman Group and its operations and some which
may affect small oil and gas exploration companies or quoted companies
generally. The market perception of small oil and gas exploration companies may
change which could impact on the value of investors' holdings and impact on the
ability of the Company to raise funds by the issue of further Ordinary Shares in
the Company.
An investment in the Company as contemplated by this document is speculative. A
prospective investor should consider carefully whether an investment in the
Company is suitable in the light of his or her personal circumstances and the
financial resources available.
6.2 Interests of Directors
Except as disclosed in this Prospectus, no Director (whether individually or in
consequence of a Director's association with any company or firm or in any
material contract entered into by the Company) has now or has had in the two
year period ending on the date of this Prospectus, any interest in:
a) the formation or promotion of the Company;
b) property acquired or proposed to be acquired by the Company
in connection with its formation or promotion as the offer of securities;
or
c) the Issue.
Except as disclosed in this Prospectus, no amount of any kind has been paid or
agreed to be paid to any Director or to any company or firm with which a
Director is associated to induce him or her to become, or to qualify as, a
Director, or otherwise for services rendered by him or her or any company or
firm with which the Director is associated in connection with the promotion or
formation of the Company.
The relevant interests of the Directors in the securities of the
Company as at the date of this Prospectus are set out below:
Director Associates Ordinary Shares 31 Dec 2004 31 Dec 2006
Options Options
A R Burns - 30 - 800,000
E J Ellyard - - - -
Jerele Mining Pty Ltd 3,083,927 2,000,000 2,000,000
Gulf Mining Pty Ltd 776,785 - -
S S Spencer - 6,964 2,000,000 -
Aubrey Consulting Pty Ltd 3,198,688 - 1,200,000
P L Raven - 500,000 250,000
R A Carroll 15,000 - -
Alan Burns - relevant interests
Mr Burns holds his interests personally.
The Company has engaged Marine Research WA Pty Ltd under a service agreement
pursuant to which Marine Research WA Pty Ltd provides the Company with the
services of Mr Burns and in addition Mr Burns serves as the Company's Chairman.
The fees rendered by Marine Research WA Pty Ltd for these services are charged
at normal commercial charge out rates and constitute reasonable remuneration.
Since 1 July 2003, Marine Research WA Pty Ltd has received $82,384 (which
includes a provision for GST) from the Company.
Edward J Ellyard - relevant interests
Mr Ellyard holds his interests through Jerele Mining Pty Ltd and Gulf Mining Pty
Ltd. Mr Ellyard is a director and 50% shareholder in Jerele Mining Pty Ltd that
acts in its own capacity and as trustee for the Ellyard Superannuation Fund. Mr
Ellyard is also a director and 10% shareholder in Gulf Mining Pty Ltd.
The Company has engaged Jerele Mining Pty Ltd under a service agreement pursuant
to which Jerele Mining Pty Ltd provides the Company with the services of Mr
Ellyard and in addition Mr Ellyard serves as the Company's Managing Director.
The fees rendered by Jerele Mining Pty Ltd for these services are charged at
normal commercial charge out rates and constitute reasonable remuneration.
Since 1 July 2003, Jerele Mining Pty Ltd has received $139,500 (which includes a
provision for GST) from the Company.
Scott S Spencer - relevant interests
Mr Spencer holds his interests personally, in trust for the Aubrey Family Trust
and for Caroline Spencer, and through Aubrey Consulting Pty Ltd. Mr Spencer is
a director and 50% shareholder in Aubrey Consulting Pty Ltd that acts as trustee
for the Aubrey Family Trust and as trustee for the Spencer Superannuation Fund.
Mr Spencer is in the class of discretionary beneficiaries in the Aubrey Family
Trust.
The Company has engaged Aubrey Consulting Pty Ltd under a service agreement
pursuant to which Aubrey Consulting Pty Ltd provides the Company with the
services of Scott Spencer and in addition Scott Spencer serves as an executive
Director of the Company. The charge out rate rendered by Aubrey Consulting Pty
Ltd is a normal commercial charge out rate and constitute reasonable
remuneration for Aubrey Consulting Pty Ltd. Since 1 July 2003, Aubrey
Consulting Pty Ltd has received $116,615 (which includes a provision for GST)
from the Company.
Peter L Raven - relevant interests
Mr Raven holds his interests personally.
The Company has engaged Mr Raven to serve as a non-executive Director of the
Company. The fees rendered by Mr Raven for these services are charged at normal
commercial charge out rates and constitute reasonable remuneration. Since 1
July 2003, Peter Raven has received $30,000 from the Company.
Robert A Carroll - relevant interests
Mr Carroll holds his interests personally.
The Company has engaged Mr Carroll to serve as a non-executive Director of the
Company. The fees rendered by Mr Carroll for these services are charged at
normal commercial charge out rates and constitute reasonable remuneration.
Since 1 July 2003, Mr Carroll has received $9,226 from the Company in relation
to consulting services provided prior to his appointment as a Director on 8
December 2003 and $3,599 for his services as a Director.
6.3 Interests of Named Persons
Except as disclosed in this Prospectus, no expert or promoter of the Issue or
any other person named in this Prospectus as performing a function in a
professional advisory or other capacity in connection with the preparation or
distribution of the Prospectus, nor any firm in which any of those persons is or
was a partner nor any company in which any of those persons is or was associated
with, has now, or has had, in the two year period ending on the date of this
Prospectus, any interest in:
a) the formation or promotion of the Company;
b) property acquired or proposed to be acquired by the Company
in connection with
i) its formation or promotion, or
ii) the Issue; or
c) the Issue.
Except as disclosed in this Prospectus, no amounts of any kind (whether in cash
or shares or otherwise) have been paid or agreed to be paid to any expert or
promoter of the Issue or any other person named in this Prospectus as performing
a function in a professional advisory or other capacity in connection with the
preparation or distribution of this Prospectus, or to any firm in which any of
those persons is or was a partner or to any company in which any of those
persons is or was associated with, for services rendered by that person in
connection with the formation or promotion of the Company or the Issue.
6.4 Share Trading History
The highest and lowest market price of the Company's Shares on ASX during the
three months immediately preceding the date of this Prospectus and the
respective dates of those sales and the last sale on the Business Day
immediately preceding the date of this Prospectus, were:
Shares
Value Date
Highest 91 cents 23 December 2003
Lowest 62 cents 3 December 2003
Last 90 cents 23 December 2003
6.5 Expenses of the Issue
The expenses of the Issue are estimated to be approximately:
Amount
ASIC $2,010
Legal $1,000
Total $3,010
6.6 Continuous Disclosure
Disclosing entities are, pursuant to the Corporations Act, entitled to issue a
prospectus satisfying the test set out in section 713 of the Corporations Act
where the securities offered by the prospectus are quoted ED securities and the
securities are in a class of securities that were quoted ED securities at all
times in the 12 months before the issue of the prospectus ("Transaction Specific
Prospectus"). A Transaction Specific Prospectus is only required to contain
information related to the issue of securities the subject of the prospectus.
Other general information is not required to be included by a disclosing entity
as the periodic reporting and continuous disclosure obligations now required of
disclosing entities means that all this information should have previously been
released to the market.
The Company is a "disclosing entity" for the purposes of Section 111AC of the
Corporations Act. As such, it is subject to regular reporting and disclosure
obligations which require it to disclose to ASX and AIM any information of which
it is, or becomes, aware concerning the Company and which a reasonable person
would expect to have a material effect on the price or value of securities of
the Company.
The New Options being issued are for Ordinary Shares in the Company that have
been quoted ED securities at all times in the 12 months prior to the issue of
this Prospectus.
6.7 Documents Available for Inspection
The Company as a disclosing entity under the Corporations Act is subject to
regular reporting and disclosure obligations. These obligations require the
Company to:
a) prepare and lodge with ASIC, ASX and AIM both annual and half
yearly financial reports accompanied by a Directors' declaration and report, and
an independent audit or review report;
b) prepare and lodge a Mining Exploration Entity Quarterly Report
with ASX; and
c) immediately notify ASX and AIM of any information concerning the
Company of which it is aware, or becomes aware, and which a reasonable person
would expect to have a material effect on the share price or value of securities
of the Company.
The Company will provide a copy of each of the following documents, free of
charge, to any person who asks for it during the application period for the
Prospectus:
a) the audited financial report of the Company for the financial year
ended 30 June 2003 (being the last financial report for a financial year to be
lodged with ASIC in relation to the Company before the issue of this
Prospectus);
b) any other financial reports lodged with ASIC or a stock exchange in
relation to the Company in the period starting after lodgement of the last
financial report, being the year ended 30 June 2003, and ending before the date
of issue of this Prospectus; and
c) any other continuous disclosure documents lodged with a stock exchange
in relation to the Company in the period starting after the lodgement of the
last financial report, being the year ended 30 June 2003, and ending before the
date of issue of this Prospectus as set out in section 6.8.
Copies of documents lodged with ASIC in relation to the Company may be obtained
from, or inspected at, an office of ASIC.
True copies of the Constitution and other material documents are available for
inspection free of charge by any person, at the registered office of the
Company. The documents will be available for inspection during normal office
hours during the application period of this Prospectus.
6.8 Stock Exchange Releases
Stock exchange releases since the lodgment of the Company's 2003 annual
financial report, being 27 October 2003, are listed below:
Date Details
27 October 2003 Notice of Annual General Meeting
28 October 2003 Offshore Mauritania Weekly Drilling Update
29 October 2003 Open Briefing Hardman MD on Chinguetti Production Update
30 October 2003 Hardman Farms Out in Great South Basin Permit
31 October 2003 First Quarter Activities & Cashflow Report
3 November 2003 Jingemia Oilfield Second EPT
4 November 2003 Offshore Mauritania Weekly Drilling Update
10 November 2003 New Oil & Gas Discovery in TIOF Exploration Well
13 November 2003 Larger Oil Column inferred in TIOF Oil & Gas Discovery Well
18 November 2003 Offshore Mauritania Weekly Drilling Update
24 November 2003 Appendix 3B - Exercise of Options
25 November 2003 Offshore Mauritania Weekly Drilling Update
27 November 2003 Appendix 3B - Exercise of Options
27 November 2003 Change of Director's Interest Notice
28 November 2003 Results of AGM
28 November 2003 AGM Presentation
2 December 2003 Offshore Mauritania Weekly Drilling Update
5 December 2003 Offshore Mauritania Drilling Update
8 December 2003 Appointment of Non-Executive Director/Initial Director's Interest Notice
8 December 2003 Appendix 3B - Exercise of Options
9 December 2003 Offshore Mauritania Weekly Drilling Report
11 December 2003 Appendix 3B - Exercise of Options/Notice of Director's Interests
15 December 2003 Change of Director's Interest Notice
16 December 2003 Tiof West Oil Discovery & Mauritania Drilling Update
17 December 2003 To Increase Equity in Mauritania
19 December 2003 Appendix 3B - Exercise of Options
23 December 2003 Tiof West results confirm large potential oil reserves/update
23 December 2003 Open Briefing Hardman MD on extent of Tiof Discovery
24 December 2003 Change of Director's Interest Notices
7. Definitions
$ Australian dollars. All amounts in this Prospectus are in Australian dollars
unless otherwise stated.
AIM Alternative Investment Market of the London Stock Exchange plc.
Allocation The number of options granted by the board of Directors of the Company to Employees
and Consultants as approved at the annual general meeting of shareholders held 28
November 2003.
Applicant A Employees and Consultants member (or his nominee) who submits an Application Form
pursuant to this Prospectus.
Application Form A form lodged with the Company in respect of any New Options applied for therein.
ASIC Australian Securities & Investments Commission.
ASX Australian Stock Exchange Limited.
Business Day Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day, and any other day that ASX declares is not a business
day.
Closing Date 5.00pm WST on 27 February 2004.
Company or Hardman Hardman Resources Ltd (ACN 009 210 235).
Corporations Act Corporations Act 2001 (Cth)
Corporations Regulations Corporations Regulations 2001 (Cth)
Directors The Directors of the Company.
ED Enhanced disclosure securities as defined in the Corporations Act 2001.
Employees and Consultants Those persons nominated to receive New Options pursuant to Resolution 6 in the
Notice of Annual General Meeting of the Company dated 15 October 2003.
Hardman Group or Hardman and its wholly owned subsidiaries.
Group
Issue The issue of up to 6,250,000 New Options offered to Employees and Consultants of
the Company pursuant to this Prospectus.
Listing Rules The official listing rules of ASX.
New Option The options offered pursuant to this Prospectus as detailed in Section 3 and on the
terms and conditions outlined in Section 4.
Ordinary Share An ordinary fully paid share in the capital of the Company.
Prospectus This Prospectus dated 24 December 2003 .
Share An ordinary fully paid share in the capital of the Company.
Share Registry Security Transfer Registrars Pty Ltd, whose details are set out in the Corporate
Directory.
WST Western Australian Standard Time.
8. Directors' Statement and consent
The Directors state that to the best of their knowledge and belief, having made
all reasonable inquiries, the information contained in this Prospectus is not
false or misleading and does not omit anything likely to affect the import of
such information.
Each Director has consented to lodgement of the Prospectus with ASIC and has not
withdrawn that consent. The issue of this Prospectus is authorised by the
Directors.
Ted Ellyard - Director
This information is provided by RNS
The company news service from the London Stock Exchange
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