Unmarketable Parcel Share Sale Facility
Released
Released
Announcement PDF
6 December 2024
ASX RELEASE
Electro Optic Systems Holdings Limited launches small shareholding Sale Facility
Electro Optic Systems Holdings Limited (ASX: EOS) (“EOS” or “the Company”) is pleased to
announce that it will be implementing a small shareholding sale facility (“Sale Facility”) for
shareholders who hold less than A$500 worth of fully paid, ordinary shares (“Shares”) in EOS
(“Small Shareholdings”) and who wish to dispose of their shares.
The intention of the board of EOS ("Board") to establish the Sale Facility was announced at
EOS' Annual General Meeting on 21 May 2024 where shareholders were invited to comment
on the proposal. EOS has a significant number of shareholders with Small Shareholdings
which creates additional costs and an administrative burden for the Company. On Thursday,
5 December 2024 (“Record Date”), EOS had approximately 4,036 shareholders with a Small
Shareholding.
EOS appreciates that Small Shareholdings can be difficult or expensive to sell and the Sale
Facility enables eligible EOS shareholders to sell their Small Shareholdings without having to
act through a broker or incurring any brokerage costs.
Based on the price of Shares as at the close of trading on the Australian Securities Exchange
(“ASX”) on the Record Date of $1.29, holders of Shares in EOS ("Shareholders") who held
388 Shares or less on the Record Date will be able to participate in the Sale Facility.
EOS is providing the Sale Facility to enable Shareholders who are eligible to participate in the
Sale Facility to sell their Shares without having to act through a broker or incurring any
brokerage or handling costs that would otherwise make a sale of their Shares uneconomic
and difficult. EOS will pay all costs associated with the sale and transfer of Shares through the
Sale Facility (excluding any tax consequences of the sale, which will be the responsibility of
participating Shareholders).
Shareholders who wish to sell their Small Shareholding through the Sale Facility do not need
to take any action and will receive the volume-weighted average price for their Shares sold
under the Sale Facility.
Shareholders who hold Small Shareholdings and wish to retain their Shares must “opt-out” of
the Sale Facility by returning their duly completed Share Retention Form to the Company’s
share registry, Link Market Services Limited, in accordance with the instructions on the Share
Retention Form, by no later than 5.00 p.m. (AEST) on Thursday, 23 January 2025 (“Closing
Time"). Any shareholder who holds a Small Shareholding and does not return a duly
completed Share Retention Form by the Closing Time will have their Shares sold through the
Sale Facility.
The Company may arrange for the sale of the Shares under the Facility by way of an onmarket sale, or in any way they consider reasonable in the circumstances (e.g. off-market
sale). The proceeds from the sale of the Shares will be remitted to the participating
shareholders as soon as reasonably practicable following settlement of all Shares sold through
the Facility.
The key dates in relation to the Sale Facility are set out below:
EVENT
DATE
Record Date for establishing holders of Small Shareholdings
Thursday, 5 December 2024
ASX announcement of Sale Facility
Friday, 6 December 2024
Letter and Share Retention Form despatched to shareholders holding
Small Shareholdings
Thursday, 12 December 2024
Closing Time for receipt of completed Share Retention Forms
Thursday, 23 January 2025
Payment date
As soon as practicable after the
share sale
EOS reserves the right to change any of the dates referred to in this announcement or the
enclosed letter and Share Retention Form, or to vary, cancel or delay the Sale Facility or the
sale of Shares at any time before Shares are sold, by making an announcement to the ASX.
The Company has the ability to establish the Sale Facility and facilitate the sale of Small
Shareholdings under clause 11 of its Constitution and rule 15.13 of the ASX Listing Rules.
The Company does not provide any recommendation or advice as to whether shareholders
holding a Small Shareholding should sell or retain their Shares.
Shareholders requiring further information can contact the Company’s Share Registry, Link
Market Services on 1300 554 474 (within Australia) or +61 1300 554 474 (from outside
Australia) between 8.30am and 5.30pm (AEST) Monday to Friday.
The attached letter outlining the procedures of the Sale Facility and enclosing the Sale Facility
frequently asked questions will be mailed to all shareholders who hold Small Shareholdings
on Thursday, 12 December 2024.
This announcement has been authorised for release to the ASX by the Board.
Further information:
Andreas Schwer
Chief Executive Officer
ir@eos-aus.com
Page 2 of 3
ABOUT ELECTRO OPTIC SYSTEMS (ASX: EOS)
EOS operates in two divisions: Defence Systems and Space Systems
Defence Systems specialises in technology for weapon systems optimisation and integration,
as well as ISR (Intelligence, Surveillance and Reconnaissance) and C4 systems for land
warfare. Its key products include next-generation remote weapon systems, vehicle turrets,
high-energy laser weapons (directed energy), as well as fully integrated and modular counterUAS and C4 systems.
Space Systems includes all EOS space and communications businesses, and operates as
two entities – Space Technologies and EM Solutions. Space Technologies specialises in
applying EOS-developed optical sensors and effectors to detect, track and characterise
objects in space. It includes capabilities in the domain of space control and space warfare. EM
Solutions delivers world-leading RF and optical space communications technology. Its core
product range centres around the development and production of high-end, broadband radio
transceivers for satellite communications as well as satellite communications-on-the-move
terminals for defence and government customers.
Page 3 of 3
12 December 2024
Dear Shareholder
ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED – Small Shareholding Sale Facility
Electro Optic Systems Holdings Limited ABN 95 092 708 364 (ASX: EOS) (“EOS” or “Company”), has a
large shareholder base of approximately 15,452 holders of ordinary shares in EOS ("Shares"). Many of our
shareholders, like you, hold a small number of Shares that we know can often be difficult or expensive to
sell.
To assist, EOS will operate a Small Shareholding Sale Facility ("Sale Facility") from Thursday, 12
December 2024 to Thursday, 23 January 2025 for those who hold a parcel of Shares valued at less than
A$500 ("Small Shareholdings") and who wish to dispose of their shares.
EOS appreciates that holding a Small Shareholding can be difficult or expensive to sell, so the Company is
offering the Sale Facility to enable shareholders who hold a Small Shareholding to sell their Shares without
having to act through a broker or pay brokerage or handling fees. The Company will pay all costs
associated with the sale and transfer of Shares through the Sale Facility (excluding any tax consequences
of the sale, which will be the responsibility of relevant shareholders).
The facility will also help EOS reduce the administrative costs associated with maintaining a large number
of Small Shareholdings on EOS' share register.
The Sale Facility is available to EOS shareholders with Small Shareholdings of between 1 and 388 EOS
Shares on Thursday, 5 December 2024 ("Record Date"), based on the Australian Securities Exchange
("ASX") closing price of $1.29 per Share.
The number of Shares you hold (i.e. Small Shareholding), and your holder number at the Record Date are
shown on the enclosed Share Retention Form.
EOS has the ability to establish the Sale Facility and facilitate the sale of Small Shareholdings under clause
11 of the Company's Constitution (Constitution) and rule 15.13 of the ASX Listing Rules.
Why are you receiving this letter?
Our records indicate that you held a Small Shareholding of Shares based on the price of Shares of $1.29
as at close of trade on the ASX on the Record Date. Unless you advise the Company by 5:00pm (AEST)
on Thursday, 23 January 2025 (Closing Time) that you do NOT wish to sell your Shares, the Company
intends to sell your Shares through the Sale Facility in accordance with clause 11 of EOS' Constitution and
rule 15.13 of the ASX Listing Rules.
To advise the Company that you do NOT wish to sell your Shares, you must complete the share retention
form (Share Retention Form) enclosed with this letter, and return it to the Company's share registry, Link
Market Services Limited (Link Market Services), in accordance with the instructions on the Share
Retention Form, prior to the Closing Time.
If, at the Closing Time, the value of your Shares has increased such that you no longer have a Small
Shareholding (e.g., due to an increase in the market price of Shares or the number of Shares you hold),
your Shares will NOT be sold.
If you have multiple holdings of Shares which, if aggregated, would not constitute a Small Shareholding,
you may contact Link Market Services at 1300 554 474 (within Australia) or +61 1300 554 474 (outside
Australia) to amalgamate your holdings. In these circumstances, your Shares will not be sold.
Please also note that pursuant to rule 15.13.5 of the ASX Listing Rules, the Company will not sell your
Shares in the event that a third party announces a takeover offer for the Company.
In accordance with its continuous disclosure obligations, the Company may release information to the ASX
which may affect your decision as to whether you wish to sell or retain your Shares. If such information is
released, it will be published on the ASX platform and on the Investor Centre page on the Company’s
website.
What do you need to do?
As a holder of a Small Shareholding as at the Record Date, your options are described below:
1. Sell your Shares
If you WISH TO SELL your Small Shareholding through the Sale Facility, you should TAKE NO
ACTION (i.e. do nothing).
Your Small Shareholding will be sold on the ASX in the ordinary course of trading at the prevailing
market price and the proceeds of the sale will be credited to your nominated bank account or a cheque
will be mailed to your postal address provided (as soon as practicable) following settlement of the sale.
The sale price will be the volume-weighted average price of every Share sold on the ASX under the
Sale Facility after the Closing Time. All shareholders who participate in the Sale Facility will receive the
same sale price per Share. As the sale price is an average, the proceeds that you receive may be more
or less than the actual price received by the broker for the sale of your Shares.
EOS will pay all brokerage and handling costs of the sale of your Small Shareholding sold through the
Sale Facility, excluding tax consequences from the sale, which remain your responsibility.
If you hold your Shares are held in a CHESS Holding as at 5.00pm (AEST) on Thursday, 23 January
2025, the Company may, without further notice, move your Shares from the CHESS Holding to an
Issuer Sponsored Holding or a Certificated Holding for the purposes of facilitating the sale of your Small
Shareholding through the Sale Facility.
2. Keep your Shares
If you DO NOT WISH TO SELL your Small Shareholding through the Sale Facility, you MUST do one of
the following by 5.00pm (AEST) on Thursday, 23 January 2025:
Complete and return the Share Retention Form and return it to the Company’s share registry,
Link Market Services by 5:00pm (AEST) on Thursday, 23 January 2025 to the below address:
Mailing Address
Electro Optic Systems Holdings Limited
C/- Link Market Services Limited
Locked Bag A14
SYDNEY SOUTH NSW 1235
Please allow enough time for mail delivery so it is received by Thursday, 23 January 2025; or
Increase the balance of your Shares by purchasing additional Shares or if you hold more than
one parcel of Shares, merge those Shares together into one holding. Further details on how to
merge Shares are provided in the enclosed Frequently Asked Questions ('FAQs').
If you do not take one of the above actions by 5.00pm (AEDT) on Thursday, 23 January 2025, your
Shares will be sold in the Sale Facility (see Option 1 above for further information).
Page 2 of 3
Key Dates
The key dates in relation to the Sale Facility are set out below:
EVENT
DATE
Record Date for establishing holders of Small Shareholdings
Thursday, 5 December 2024
ASX announcement of Sale Facility
Friday, 6 December 2024
Letter and Share Retention Form despatched to shareholders holding
Small Shareholdings
Thursday, 12 December 2024
Closing Time for receipt of completed Share Retention Forms
Thursday, 23 January 2025
Payment date
As soon as practicable after
the share sale
EOS reserves the right to change any of the dates referred to in this letter or the enclosed FAQs or Share
Retention Form, or to vary, cancel or delay the Sale Facility or the sale of your Shares at any time before
your Shares are sold, by making an announcement to the ASX.
The Company does not provide any recommendation or advice as to whether you should sell or retain your
Shares.
Enclosed are the FAQs relating to the Sale Facility which answers questions that you may have with
respect to the sale of Small Shareholdings. These FAQs are important. If you are in doubt about what to
do, you should consult your legal, financial or taxation adviser.
If you have any other questions about the operation of the Sale Facility, please contact Link Market
Services on 1300 554 474 (within Australia) or +61 1300 554 474 (from outside Australia) between 8:30am
and 5:30pm (AEST) Monday to Friday.
Yours faithfully,
_________________________________________________
For and on behalf of Electro Optic Systems Holdings Limited
Melanie Andrews
Company Secretary
Page 3 of 3
Electro Optic Systems Holdings Limited ACN 092 708 364
Small Shareholdings Share Sale Facility ('Sale Facility')
Frequently Asked Questions ('FAQs')
1. What is a Small Shareholding?
A small shareholding is a holding of fully paid ordinary shares in Electro Optic Systems Holdings
Limited (Shares), (Company) that is valued at less than A$500 (Small Shareholding). Based on
the closing price of Shares on Thursday, 5 December 2024 (Record Date) of $1.29, this is
equivalent to a holding of less than 388 Shares.
2. Why has the Small Shareholding Sale Facility been established?
The Company has decided to establish a Small Shareholding Sale Facility (Sale Facility) to
enable you to sell your Small Shareholding without incurring brokerage or handling costs that
could otherwise make a sale of your Small Shareholding uneconomic or difficult. The sale of your
Small Shareholding through the Facility will also enable the Company to reduce administrative
costs associated with maintaining a large number of relatively small holdings of Shares.
3. Why have I received this letter?
You have received this letter because our records indicate that you held a Small Shareholding of
Shares based on the price of Shares on the Australian Securities Exchange (ASX) of $1.29 as at
close of trade on the Record Date.
4. What do I need to do to sell my Shares
If you wish to sell your Shares you should TAKE NO ACTION. Your Shares will be sold through
the Sale Facility unless a duly completed Share Retention Form in respect of your Shares is
received by the Company's Share Registry (Link Market Services) before 5:00pm (AEST) on
Thursday, 23 January 2025 (Closing Time) in accordance with the instructions on the Share
Retention Form. A Share Retention Form is enclosed with this letter.
5. What if I do not wish to sell my Small Shareholding?
If you do not wish to sell your Shares, you MUST OPT-OUT of the Sale Facility by completing
and returning the enclosed Share Retention Form to the address provided in the Share Retention
Form so that it is received by Link Market Services prior to the Closing Time. If Link Market
Services has not received your Share Retention Form by the Closing Time, your Shares will be
sold through the Sale Facility.
Alternatively, you can purchase more Shares on-market so that you hold at least A$500 worth of
Shares as at the Closing Time. See Question 12 below for further information.
6. How will my shares be sold under the Sale Facility?
Your Shares will be sold by the appointed broker, on the ASX, after the Closing Time, subject to
prevailing market conditions and available liquidity. The Shares sold under the Sale Facility may
be sold in a single or multiple parcels, and may be sold at different parcels on different days.
7. What price will I receive for Shares sold through the Sale Facility?
The Shares will be sold at market prices on ASX, subject to prevailing market conditions and
available liquidity, as soon as practicable after the Closing Time. You will receive a proportionate
share of the total sale proceeds of all Shares sold under the Sale Facility. The amount you
receive for the sale of your Small Shareholding may be more or less than the actual price that is
received by the broker for the sale of your Shares.
You will not have control over the time or price at which your Shares are sold, and the price you
receive may not reflect the price of Shares appearing in the media or quoted by the ASX on any
given day, nor be the best price for Shares available on the day your Shares are sold.
8. Do I need to pay anything if I participate in the Sale Facility?
The Company will pay all costs and expenses arising in connection with the Sale Facility (apart
from any costs generated by your bank for the receipt of your payment). Any tax payable, or other
tax consequences from the sale, will be your responsibility.
9. When will I receive the proceeds for the Shares sold?
Payment will be remitted to you following settlement of all Shares sold under the Sale Facility as
soon as reasonably practicable. If your direct credit details or address requires updating or you
wish to have your proceeds paid into a different account, you can amend your details online
through Link Market Services’ website at http://www.linkmarketservices.com.au/. Payment will be
made in Australian dollars.
10. What are the advantages and disadvantages of participating in the Sale Facility?
You may consider the following consequences of participating in the Sale Facility to be
advantageous to you:
•
•
•
receiving a cash payment from the sale of your Small Shareholding;
avoiding any brokerage or related selling expenses in connection with the sale of your
Shares; and
utilising a cost-effective way of disposing of a Small Shareholding.
You may consider the following consequences of participating in the Sale Facility to be
disadvantageous to you:
•
•
•
no longer holding any Shares in the Company (unless you subsequently buy more
Shares);
possible capital gains tax being payable following the sale of your Shares; and
the price of the Company's Shares subsequently rising following the sale of your Shares
(although there is no way of predicting whether this would actually occur).
11. What if the price of Shares changes between the Record Date and the Closing Time?
If the market price of Shares increases between the Record Date and the Closing Time, such that
at the Closing Time the value of your Shares is equal to or greater than A$500, your Shares will
not be sold through the Facility.
Page 2 of 3
12. If I buy more Shares in the Company, will I retain my holding?
The Company will not sell your Shares if you increase your holding to a marketable parcel, being
a holding of Shares with a market value of at least A$500 based on the price of Shares as at the
Closing Time.
Please note that any additional Shares acquired must be registered by the Closing Time, under
the same name and address and with the same holder number (SRN or HIN) as set out in the
enclosed Share Retention Form.
13. What if I hold multiple Small Shareholdings?
If you hold multiple Small Shareholdings, you must complete and return a Share Retention Form
for each separate Small Shareholding that you wish to retain.
Alternatively, you may aggregate your multiple holdings to avoid them being sold. To do this,
please contact Link Market Services on 1300 554 474 (within Australia) or +61 1300 554 474
(outside Australia).
If you wish to sell your Small Shareholdings through the Sale Facility, you should take no action.
14. What if my holding of Shares in the Company is a CHESS Holding?
If your Shares remain in a CHESS Holding, the Company may move those Shares to an Issuer
Sponsored Holding and the Shares will then be sold under the Facility.
15. Does the Company have the authority to establish the Facility?
The Company has the ability to establish the Facility and facilitate the sale of Unmarketable
Parcels under clause 11 of the Company’s Constitution and rule 15.13 of the ASX Listing Rules.
16. Where can I obtain further information?
If you have any other questions about the operation of the Facility, please contact Link Market
Services at 1300 554 474.
17. What if I am unsure of what to do?
If you are in doubt about what to do, you should consult a financial, legal or taxation adviser.
These FAQs do not constitute advice, nor is it a recommendation to sell, buy or hold Shares.
18. Important notes
The Company reserves the right to change any of the dates referred to in these FAQs, or the
enclosed letter or Share Retention Form, or to vary, cancel or delay the Sale Facility or the sale
of your Shares at any time before your Shares are sold, by making an announcement to ASX.
The Company is not bound to sell any or all of the Shares that may be available for it to sell under
this Sale Facility, and there is no guarantee that the Company will be able to sell your Shares. In
addition, the sale proceeds may differ from the market value of your Shares on the Record Date,
depending on movements in the market price of the Shares and on the Company appointed
brokers’ ability to procure purchasers.
You may obtain details of the market price of the Company's Shares by visiting www.asx.com.au.
Page 3 of 3
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