Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

8COMMON LIMITED Share Issue/Capital Change 2020

Jun 29, 2020

64263_rns_2020-06-29_bc650f7d-cec8-4e09-be42-1c60a3a54942.pdf

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

Appendix 3G Notification of issue, conversion or payment up of equity +securities

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

1.1 *Name of entity 8Common Limited 8Common Limited
We (the entity here named) give notice of the
issue, conversion or payment up of the following
unquoted+securities.
1.2 *Registration type and number ABN 51 168 232 577
Please supply your ABN, ARSN, ARBN, ACN or
another registration type and number (if you
supply another registration type, please specify
both the type of registration and the registration
number).
1.3 *ASX issuer code 8CO
1.4 *This announcement is
Tick whichever is applicable. (X) A new announcement
( ) An update/amendment to a previous
announcement
( ) A cancellation of a previous
announcement
1.4a *Reason for update N/A
1.4b *Date of previous announcement to
this update
N/A
1.4c *Reason for cancellation N/A
1.4d *Date of previous announcement to
this cancellation
N/A
1.5 *Date of this announcement 30 June 2020

Part 2 – Type of issue

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

2.1 *The_+_securities the subject of this
notification are: ( ) +Securities issued as a result of
Select whichever item is applicable. options being exercised or other
If you wish to notify ASX of different types of +convertible +securities being
issues of securities, please complete a separate
Appendix 3G for each type of issue.
converted and that are not to be
quoted on ASX
( ) Partly paid +securities that have been
fully paid up and that are not to be
quoted on ASX
(X) +Securities issued under an
+employee incentive scheme that are
not being immediately quoted on ASX
( ) Other [please specify]
2.2a.1 Please state the number and type of
options that were exercised or other
N/A
+convertible securities that were
converted (including their ASX security
code if available)?
2.2a.2 And the date the options were
exercised or other_+_convertible
N/A
securities were converted:
Note: If this occurred over a range of dates,
enter the date the last of the options was
exercised or convertible securities was
converted.
2.2b.1 Please state the number and type of
partly paid_+_securities that were fully
N/A
paid up (including their ASX security
code if available)?
2.2b.2 And the date the_+_securities were fully
paid up:
N/A
Note: If this occurred over a range of dates,
enter the date the last of the securities was fully
paid up.
2.2c.1 Please state the number and type of
+_securities (including their ASX
security code) issued under an
+_employee incentive scheme that are
1,800,000 Unlisted Employee Options, with an
exercise price of $0.091 per option and which
expire on 30 June 2023.
not being immediately quoted on ASX
2.2c.2 *Please attach a document or provide
details of a URL link for a document
lodged with ASX detailing the terms of
the_+_employee incentive scheme or a
summary of the terms.
A summary of the key terms of the Company's
Employee Incentive Option Plan are set out
from page 21 of the 2016 Notice of Annual
General Meeting, found here -
https://www.asx.com.au/asxpdf/20161101/pdf/4
3cktmm1y4sgfv.pdf

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

2.2c.3
Are any of these_+securities being
issued to
+key management personnel
(KMP) or an
+_associate
Yes
2.2c.3.a
Provide details of the recipients and the number of_+securities issued to each of them.
_Name of KMP

Name of registered holder
Number of
+securities
Andrew Bond
Andrew Bond
550,000
Ben Brockhoff
Ben Brockhoff
400,000
Rory Koehler
Rory Koehler
250,000
Zoran Grujic
CASTLEREAGH HOLDINGS
PTY LTD
250,000
2.2c.3
Are any of these_+securities being
issued to
+key management personnel
(KMP) or an
+_associate
Yes
2.2c.3.a
Provide details of the recipients and the number of_+securities issued to each of them.
_Name of KMP

Name of registered holder
Number of
+securities
Andrew Bond
Andrew Bond
550,000
Ben Brockhoff
Ben Brockhoff
400,000
Rory Koehler
Rory Koehler
250,000
Zoran Grujic
CASTLEREAGH HOLDINGS
PTY LTD
250,000
2.2c.3
Are any of these_+securities being
issued to
+key management personnel
(KMP) or an
+_associate
Yes
2.2c.3.a
Provide details of the recipients and the number of_+securities issued to each of them.
_Name of KMP

Name of registered holder
Number of
+securities
Andrew Bond
Andrew Bond
550,000
Ben Brockhoff
Ben Brockhoff
400,000
Rory Koehler
Rory Koehler
250,000
Zoran Grujic
CASTLEREAGH HOLDINGS
PTY LTD
250,000
Yes Yes

Name of KMP

Name of registered holder
Number of
+securities
Andrew Bond Andrew Bond 550,000
Ben Brockhoff Ben Brockhoff 400,000
Rory Koehler Rory Koehler 250,000

Zoran Grujic

CASTLEREAGH HOLDINGS
PTY LTD
250,000
2.2d.1 *Purpose of the issue
Select one or more of the items in the list ( ) To raise additional working capital
( ) To fund the retirement of debt
( ) To pay for the acquisition of an asset
[provide details below]
( ) To pay for services rendered [provide
details below]
( ) Other [provide details below]
2.2d.2 Please provide any further information
needed to understand the
N/A
circumstances in which you are
notifying the issue of these_+_securities
to ASX, including (if applicable) why
the issue of the_+_securities has not
been previously announced to the
market in an Appendix 3B
You must answer this question if your response
to Q2.1 is "Other". If there is no other information
to provide, please answer "Not applicable" or
"N/A".
2.3 *The_+_securities being issued are:
Tick whichever is applicable ( ) Additional +securities in an existing
unquoted class that is already recorded
by ASX ("existing class")
(X) New +securities in an unquoted class
that is not yet recorded by ASX ("new
class")

Part 3A – number and type of securities being issued (existing class)

3A.1 ASX [+] security code & description N/A 3A.2 Number of [+] securities being issued N/A

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

3A.3a *Will the_+_securities being issued rank
equally in all respects from their issue
N/A
date with the existing issued
_+_securities in that class?
3A.3b *Is the actual date from which the
_+_securities will rank equally (non-
N/A
ranking end date) known?
3A.3c *Provide the actual non-ranking end
date
N/A
3A.3d *Provide the estimated non-ranking
end period
N/A
3A.3e *Please state the extent to which the
_+_securities do not rank equally:
N/A
In relation to the next dividend, distribution or
interest payment; or
For any other reason
For example, the securities may not rank at all,
or may rank proportionately based on the
percentage of the period in question they have
been on issue, for the next dividend, distribution
or interest payment; or they may not be entitled
to participate in some other event, such as an
entitlement issue.

Part 3B – number and type of securities being issued (new class)

3B.1 *Security description Unlisted Employee Options, with an exercise Unlisted Employee Options, with an exercise
price of $0.091 per option and which expire on
30 June 2023.
3B.2 *Security type
Select one item from the list that best describes ( ) Ordinary fully or partly paid
the securities the subject of this form. This will
determine more detailed questions to be asked
shares/units
about the security later in this section. Select
"ordinary fully or partly paid shares/units" for
(X) Options
stapled securities or CDIs. For interest rate
securities, please select the appropriate choice
from either "Convertible debt securities" or "Non-
( ) +Convertible debt securities
convertible debt securities". Select "Other" for
performance shares/units and performance
options/rights or if the selections available in the
( ) Non-convertible +debt securities
list do not appropriately describe the security
being issued. ( ) Redeemable preference shares/units
( ) Other
3B.3 ISIN code N/A
Answer this question if you are an entity
incorporated outside Australia and you are
issuing a new class of securities other than CDIs.
See also the note at the top of this form.
3B.4 *Number of_+_securities being issued 1,800,000

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

3B.5a *Will all the_+_securities issued in this
class rank equally in all respects from
Yes
the issue date?
3B.5b *Is the actual date from which the
_+_securities will rank equally (non-
N/A
ranking end date) known?
3B.5c *Provide the actual non-ranking end
date
N/A
3B.5d *Provide the estimated non-ranking
end period
N/A
3B.5e *Please state the extent to which the
_+_securities do not rank equally:
N/A
In relation to the next dividend, distribution or
interest payment; or
For any other reason
For example, the securities may not rank at all,
or may rank proportionately based on the
percentage of the period in question they have
been on issue, for the next dividend, distribution
or interest payment; or they may not be entitled
to participate in some other event, such as an
entitlement issue.
3B.6 Please attach a document or provide a
url link for a document lodged with
ASX setting out the material terms of
the_+_securities being issued
A summary of the key terms of the Company's
Employee Incentive Option Plan are set out
from page 21 of the 2016 Notice of Annual
General Meeting, found here -
You may cross reference a disclosure document, https://www.asx.com.au/asxpdf/20161101/pdf/4
PDS, information memorandum, investor
presentation or other announcement with this
3cktmm1y4sgfv.pdf
information provided it has been released to the
ASX Market Announcements Platform.
3B.7 *Have you received confirmation from
ASX that the terms of the_+_securities
No
are appropriate and equitable under
listing rule 6.1?
Answer this question only if you are an ASX
Listing. (ASX Foreign Exempt Listings and ASX
Debt Listings do not have to answer this
question).
If your response is "No" and the securities have
any unusual terms, you should approach ASX as
soon as possible for confirmation under listing
rule 6.1 that the terms are appropriate and
equitable.
3B.8a Ordinary fully or partly paid shares/units details
_+_Security currency N/A
This is the currency in which the face amount of
an issue is denominated. It will also typically be
the currency in which distributions are declared.
*Will there be CDIs issued over the
_+_securities?
N/A

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

CDI ratio N/A This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). Is it a partly paid class of [+] security? N/A Paid up amount: unpaid amount N/A The paid up amount represents the amount of application money and/or calls which have been paid on any security considered 'partly paid' The unpaid amount represents the unpaid or yet to be called amount on any security considered 'partly paid'. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD) Is it a stapled [+] security? N/A This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. 3B.8b Option details * [+] Security currency AUD This is the currency in which the exercise price is payable. Exercise price $0.091 The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). Expiry date 30 June 2023 The date on which the options expire or terminate. *Details of the number and type of + security (including its ASX + security One fully paid ordinary share (ASX:8CO) code if the [+] security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert "One fully paid ordinary share (ASX:ABC)".

3B.8c Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities" for further information on certain terms used in this section

*Type of_+_security
Select one item from the list ( ) Simple corporate bond
( ) Non-convertible note or bond
( ) Convertible note or bond
( ) Preference share/unit
( ) Capital note
( ) Hybrid security
( ) Other
*_+_Security currency N/A
This is the currency in which the face value of
the security is denominated. It will also typically
be the currency in which interest or distributions
are paid.
Face value N/A
This is the principal amount of each security.
The face value should be provided per the
security currency (i.e. if security currency is AUD,
then the face value per security in AUD).
*Interest rate type
Select one item from the list ( ) Fixed rate
Select the appropriate interest rate type per the
terms of the security. Definitions for each type
( ) Floating rate
are provided in the Guide to the Naming
Conventions and Security Descriptions for ASX
Quoted Debt and Hybrid Securities
( ) Indexed rate
( ) Variable rate
( ) Zero coupon/no interest
( ) Other

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Frequency of coupon/interest
payments per year ( ) Monthly
Select one item from the list.
( ) Quarterly
( ) Semi-annual
( ) Annual
( ) No coupon/interest payments
( ) Other
First interest payment date N/A
Interest rate per annum N/A
*Is the interest rate per annum
estimated at this time?
N/A
If the interest rate per annum is
estimated, then what is the date for this
N/A
information to be announced to the
market (if known)
Answer "Unknown" if the date is not known at
this time.
*Does the interest rate include a
reference rate, base rate or market
N/A
rate (e.g. BBSW or CPI)?
*What is the reference rate, base rate
or market rate?
N/A
*Does the interest rate include a
margin above the reference rate, base
N/A
rate or market rate?
*What is the margin above the
reference rate, base rate or market
N/A
rate (expressed as a percent per
annum)

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

*S128F of the Income Tax Assessment Act status applicable to the [+] security

Select one item from the list

For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security:

  • "s128F exempt" means interest payments are not taxable to non-residents;

  • • "Not s128F exempt" means interest payments are taxable to non-residents;

  • • "s128F exemption status unknown" means the issuer is unable to advise the status;

  • • "Not applicable" means s128F is not applicable to this security

*Is the [+] security perpetual (i.e. no maturity date)?

*Maturity date

*Select other features applicable to the + security

Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.

  • ( ) s128F exempt ( ) Not s128F exempt ( ) s128F exemption status unknown ( ) Not applicable

N/A

N/A

( ) Simple
( ) Subordinated
( ) Secured
( ) Converting
( ) Convertible
( ) Transformable
( ) Exchangeable
( ) Cumulative
( ) Non-Cumulative
( ) Redeemable
( ) Extendable
( ) Reset
( ) Step-Down
( ) Step-Up
( ) Stapled
( ) None of the above

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Is there a first trigger date on which a N/A right of conversion, redemption, call or put can be exercised (whichever is first)? If yes, what is the first trigger date N/A Details of the number and type of + security (including its ASX + security N/A code if the security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert "1,000 fully paid ordinary share (ASX:ABC)".

==> picture [228 x 115] intentionally omitted <==

----- Start of picture text -----

N/A
----- End of picture text -----

Part 4 - Issue details

4.1 *Have the_+_securities been issued yet? Yes
4.1a *What was their date of issue? 30 June 2020
4.1b *What is their proposed date of issue? N/A
4.2 *Are the_+_securities being issued for a
cash consideration?
No
If the securities are being issued for nil cash
consideration, answer this question "No".
4.2a *In what currency is the cash
consideration being paid?
N/A
For example, if the consideration is being paid in
Australian Dollars, state AUD.
4.2b *What is the issue price per_+_security N/A
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash
consideration, answer Q4.2 as "No" and
complete Q4.2c
4.2c Please describe the consideration
being provided for the_+_securities
1,800,000 unlisted options issued to certain
employees of the Company under the Employee
Incentive Option Plan, as an incentive for the
services provided by these employees to the
Company.
4.3 Any other information the entity wishes
to provide about the issue
N/A

Part 5 - Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1 *ASX security code and description *Total number of +securities on
issue
Unlisted Employee options, exercisable at $0.168 per 7,340,000
option, expiring on 30/06/2022.
Unlisted Employee options, exercisable at $0.091 per 1,800,000
option, expiring on 30/06/2023.
Part 6 - Other Listing Rule requirements
6.1 *Are the securities being issued under
Listing Rule 7.2 exception 13 and
No
therefore the issue does not need any
security holder approval under Listing
Rule 7.1?
6.2 *Has the entity obtained, or is it
obtaining,_+_security holder approval for
No
the issue under listing rule 7.1?
6.2a *Date of meeting or proposed meeting
to approve the issue under listing rule
N/A
7.1
6.2b *Are any of the_+securities being
issued without
+_security holder
Yes
approval using the entity's 15%
placement capacity under listing rule
7.1?
6.2b.1 *How many_+securities are being
issued without
+_security holder
1,800,000
approval using the entity's 15%
placement capacity under listing rule
7.1?
Please complete and separately send by email to
your ASX listings adviser a work sheet in the
form of Annexure B to Guidance Note 21
confirming the entity has the available capacity
under listing rule 7.1A to issue that number of
securities.
6.2c *Are any of the_+securities being
issued without
+_security holder
No
approval using the entity's additional
10% placement capacity under listing
rule 7.1A (if applicable)?

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3G Notification of issue, conversion or payment up of equity +securities

6.2c.1 *Are any of the [+] securities being issued without [+] security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

N/A

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.

==> picture [71 x 34] intentionally omitted <==

  • See chapter 19 for defined terms.