Appendix 3B Auster Holdings
Released
Released
Announcement PDF
Appendix 3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
Energy Technologies Limited
ABN
38 002 679 469
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1
+Class of +securities issued or to
be issued
Ordinary Shares
2
Number of +securities issued or to
be issued (if known) or maximum
number which may be issued
50,000,000
3
Principal terms of the +securities
(e.g. if options, exercise price and
expiry date; if partly paid
+securities, the amount outstanding
and due dates for payment; if
+convertible
securities,
the
conversion price and dates for
conversion)
Fully paid Ordinary Shares
+ See chapter 19 for defined terms.
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New issue announcement
4
Do the +securities rank equally in
all respects from the +issue date
with an existing +class of quoted
+securities?
Yes
If the additional +securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution)
or
interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
$0.01 per share
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
Issue of ordinary shares to Auster Holdings Pty
Ltd on the conversion of convertible notes
issued in accordance with approval given at the
general meeting of the company on 19
November 2015
6a
Is the entity an +eligible entity that
has obtained security holder
approval under rule 7.1A?
Yes
If Yes, complete sections 6b – 6h
in relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
19 November 2015
6c
Number of +securities issued
without security holder approval
under rule 7.1
Nil
6d
Number of +securities issued with
security holder approval under rule
7.1A
Nil
+ See chapter 19 for defined terms.
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New issue announcement
6e
Number of +securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
50,000,000 pursuant to shareholder approval at
the Annual General Meeting held on 19
November 2015.
6f
Number of +securities issued under
an exception in rule 7.2
N/A
6g
If +securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
N/A
6h
If +securities were issued under
rule
7.1A
for
non-cash
consideration, state date on which
valuation of consideration was
released
to
ASX
Market
Announcements
N/A
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
80,626,933
7
+Issue dates
19 February 2016
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
+class
Number
all 326,507,732
and
of
quoted on ASX
(including the +securities in section
2 if applicable)
+Class
Ordinary Shares
+securities
+ See chapter 19 for defined terms.
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9
Number
Number
all 2,800,000
+class
and
of
not quoted on ASX
(including the +securities in section
2 if applicable)
+securities
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
+Class
Options over ordinary
shares
N/A
Part 2 - Pro rata issue
11
Is
security
required?
holder
12
Is the issue renounceable or nonrenounceable?
13
Ratio in which the +securities will
be offered
14
+Class
of +securities to which the
offer relates
15
+Record
date
to
approval
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt
acceptances or renunciations
of
+ See chapter 19 for defined terms.
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20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
security holders
25
If the issue is contingent on security
holders’ approval, the date of the
meeting
26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements in full through a
broker?
31
How do security holders sell part of
their entitlements through a broker
and accept for the balance?
+ See chapter 19 for defined terms.
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New issue announcement
32
How do security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Issue date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34
Type of +securities
(tick one)
(a)
(b)
+Securities described in Part 1
All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35
If the +securities are +equity securities, the names of the 20 largest holders of the
additional +securities, and the number and percentage of additional +securities held by
those holders: Auster Holdings Pty Ltd; 50,000,000 ordinary shares; 100%
36
If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 - 1,000: Nil
1,001 - 5,000: Nil
5,001 - 10,000: Nil
10,001 - 100,000: Nil
100,001 and over: One holder, Auster Holdings Pty Ltd
37
A copy of any trust deed for the additional +securities
+ See chapter 19 for defined terms.
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New issue announcement
Entities that have ticked box 34(b)
38
Number of
+securities
for which
+quotation is sought
39
+Class
of +securities for which
quotation is sought
40
Do the +securities rank equally in all
respects from the +issue date with an
existing +class of quoted +securities?
If the additional +securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another +security, clearly identify
that other +security)
Number
42
+Class
Number and +class of all +securities
quoted on ASX (including the
+securities in clause 38)
+ See chapter 19 for defined terms.
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New issue announcement
Quotation agreement
1
+Quotation of our additional +securities is in ASX’s absolute discretion.
ASX may
quote the +securities on any conditions it decides.
2
We warrant the following to ASX.
•
The issue of the +securities to be quoted complies with the law and is not
for an illegal purpose.
•
There is no reason why those +securities should not be granted +quotation.
•
An offer of the +securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty
•
•
Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities to be quoted and
that no-one has any right to return any +securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the +securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the +securities be quoted.
3
We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4
We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.
Sign here:
Date: 19 February 2016
Company secretary
Print name:
Gregory R Knoke
== == == == ==
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid +ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
224,528,463 ordinary shares
Add the following:
101,179,269
•
Number of fully paid +ordinary securities
issued in that 12 month period under an
exception in rule 7.2
•
Number of fully paid +ordinary securities
issued in that 12 month period with
shareholder approval
•
Number of partly paid +ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid +ordinary
securities cancelled during that 12 month
period
Nil
“A”
325,707,732
+ See chapter 19 for defined terms.
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Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
48,856,160
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of +equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
•
Under an exception in rule 7.2
•
Under rule 7.1A
•
With security holder approval under rule
7.1 or rule 7.4
800,000
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
800,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
48,856,160
Note: number must be same as shown in
Step 2
Subtract “C”
800,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
48,056,160
[Note: this is the remaining placement
capacity under rule 7.1]
+ See chapter 19 for defined terms.
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New issue announcement
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
325,707,732
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10
32,570,773
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of +equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Nil
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
Nil
+ See chapter 19 for defined terms.
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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
32,570,773
Note: number must be same as shown in
Step 2
Subtract “E”
Nil
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E”
32,570,773
Note: this is the remaining placement
capacity under rule 7.1A
+ See chapter 19 for defined terms.
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