New Issue of Securities/Appendix 3B-Working Capital
Document date: Fri 30 Aug 2002 Published: Fri 30 Aug 2002 09:50:05 Document No: 222138 Document part: A Market Flag: Y Classification: Placement , Appendix 3B SYDNEY GAS COMPANY NL 2002-08-30 ASX-SIGNAL-G
HOMEX - Perth
+++++++++++++++++++++++++ NEW ISSUE OF SECURITIES
Sydney Gas Company NL ("Sydney Gas") advises that it proposes to offer New Shares (fully paid ordinary shares) and attaching New Options to the holders of existing 30 September 2002 $1.00 Options ("Optionholder").
The offer would be to Optionholders registered (with addresses in Australia and New Zealand) at 5:00pm NSW Standard Time on 30 September 2002 ("Record Date") to subscribe for New Shares at a price of $1.00 per New Share and attaching New Options for no additional consideration on the basis of six New Options for every one New Share allotted.
Each Optionholder would be offered to subscribe for one New Share for every ten 30 September 2002 $1.00 Options held on the Record Date (1:10 basis). Each Optionholder may subscribe for any number of New Shares up to the maximum number that would be offered.
Each New Option will entitle the holder to acquire one fully paid ordinary share in Sydney Gas at an exercise price of $0.60 at any time up to and including 2 February 2004.
If fully subscribed, Sydney Gas would issue 3,262,229 New Shares and 19,573,374 New Options subject to adjustment on rounding and would raise $3,262,229 which would be applied to working capital. The New Options, if exercised prior to their expiry date, would raise $11,744,024.
A prospectus for the offer of the New Shares and New Options is required under the Corporations Act. Anyone who wants to acquire the New Shares and New Options will need to complete the application form that will be in or will accompany the prospectus. The prospectus, after it has been lodged with the Australian Securities and Investments Commission, will be dispatched no later than 3 October 2002 to Optionholders. Application will be made for the listing of the New Shares and New Options with the Australian Stock Exchange Limited.
The issue of the New Shares and the New Options requires the approval of shareholders under Listing Rule 7.1 of the Australian Stock Exchange Limited as this proposed issue of securities will exceed the limit allowable for the issue of securities without approval of shareholders. Any offer to Sydney Gas' directors who are Optionholders will also require the approval of shareholders under Listing Rule 10.11. These approvals will be sought at a general meeting to be held in November 2002. Acceptances for the offer will open after the approval of shareholders has been obtained.
The offer is not underwritten and is non-renounceable. There is no minimum acceptance for the offer. Any shortfall may be allocated by the Directors at their discretion with priority allocation given to existing shareholders who are not Optionholders who may wish to subscribe to the offer.