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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
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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
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- 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 |
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- 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
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- 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 |
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- 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 |
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- 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
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- 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 |
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- 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) |
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- 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 |
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- 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)".
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N/A
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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:
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- 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)? |
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- 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.
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- See chapter 19 for defined terms.