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ADSLOT LTD. — Capital/Financing Update 2008
Nov 16, 2008
64306_rns_2008-11-16_729a7643-84f2-482a-8abd-8852c68a29c5.pdf
Capital/Financing Update
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Ansearch Limited Ph: +61 (0)3 8695 9199 ABN: 70 001 287 510 Fx: +61 (0)3 9696 0700 Level 3, 95 Coventry Street Em: [email protected] South Melbourne VIC 3205 Wb: www.corporate.ansearch.com Australia ASX: ANH
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17 November 2008
Manager of Company Announcements Australian Stock Exchange Limited Level 6, 20 Bridge Street, SYDNEY NSW 2000 By: eLodgement
Page 1 of 11
ANSEARCH LIMITED CAPITAL RAISING AND APPENDIX 3B
On 29 July 2008 Ansearch Limited (ASX: ANH) announced a capital raising program to assist with the funding of its future business plans. The program is now completed.
The equity raising program consisted of three tranches:
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A. The first tranche involved the placement of 72,000,000 ordinary shares at $0.012 to a range of specialist institutions and sophisticated investors and was oversubscribed, raising approximately $864,000.
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B. The second tranche involved the placement of 34,333,333 ordinary shares at $0.012 to directors and senior managers of the company, raising approximately $412,000.
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C. The third tranche involved the offer of ordinary shares at $0.012 to all shareholders under a share purchase plan which closed 7 November 2008, raising a further $144,000.
The directors are pleased with the results of the program overall in light of the prevailing market conditions.
The funds raised by the capital raising will be applied across a range of growth initiatives including:
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Expansion of the Webfirm retail outlets;
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Establishment of an agency reseller network for Searchworld;
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Marketing of Search Engine Marketing products;
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Marketing of new search engine incorporating blinkx video search;
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Development of a range of new mobile initiatives ; and
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Additional working capital.
Please find following the Appendix 3B relating to the issues of shares under the third tranche.
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Damian Element
Company Secretary
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Ansearch Limited
ABN
70 001 287 510
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 a. Ordinary shares issued 2 Number of[+] securities issued or to be issued (if known) or maximum a. 11,999,984 number which may be issued 3 Principal terms of the[+] securities a. Issue of fully paid shares pursuant to share (eg, if options, exercise price and purchase plan. expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
-
4 Do the[+] securities rank equally in all yes respects from the date of allotment 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
-
5 Issue price or consideration a. 1.2 cents per share 6 Purpose of the issue a. Issue of fully paid shares pursuant to share (If issued as consideration for the purchase plan with funds being applied to acquisition of assets, clearly identify expansion activities and growth initiatives those assets)
7 Dates of entering[+] securities into a. 13 November 2008 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 690,790,186 ORD +securities quoted on ASX ( including the securities in clause 2 if applicable)
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 12,385,400 10,000,000 833,332 2,500,000 833,332 500,000 30,100,000 30,000,000 |
Options exercisable by 31.12.08 @.04c Options exercisable by 10.4.11 @ .10c Options exercisable by 30.6.09 @ .10c Options exercisable by 30.6.09 @ .15c Options exercisable by 30.6.10 @ .15c Options exercisable by 10.4.11 @ .10c Options exercisable by 30.06.12 @ .02c Options exercisable by 30.06.12 @ .02c |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| 11 | Is security holder |
approval |
|---|---|---|
| required? | ||
| 12 | Is the issue renounceable or non- | |
| renounceable? | ||
| 13 | Ratio in which the+securities will | |
| be offered | ||
| 14 | +Class of+securities to | which the |
| offer relates | ||
| 15 | +Record date to |
determine |
| entitlements | ||
| 16 | Will holdings on different registers | |
| (or subregisters) be aggregated for | ||
| calculating entitlements? |
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 17 | Policy for | deciding entitlements in | deciding entitlements in | deciding entitlements in |
|---|---|---|---|---|
| relation to | fractions | |||
| 18 | Names of | countries in which the | ||
| entity has | +security holders | who | ||
| will not |
be sent |
new | issue | |
| 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 | of |
| acceptances or renunciations |
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 4
Appendix 3B New issue announcement
| 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 prospectus or Product Disclosure Statement 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.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
- 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
33 +Despatch 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) ⌧[Securities described in Part 1 ]
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(b)[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
Refer to attachment – final page of this document
36 ⌧ If the +securities setting out the number of holders in the categories[+] securities are[+] equity securities, a distribution schedule of the additional 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
Refer to attachment – final page of this document
37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B 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 date of allotment 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 +Class
42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 7
1/1/2003
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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.
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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.
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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.
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4 We give ASX the information and documents required by this form. If any information or document not available now, 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.
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Sign here:
Date: 17 November 2008
Print name: Damian Element (Company Secretary)
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003
Appendix 3B New issue announcement
Attachment
The names of the 20 largest holders of the additional securities in Part 1 Item 2 are as follows:
| 1 | ASB NOMINEES LIMITED | 416,666 |
|---|---|---|
| 2 | BURBANK PTY LTD | 416,666 |
| 3 | COTTAG PTY LTD | 416,666 |
| 4 | VENTURIAN PTY LTD | 416,666 |
| 5 | CRESKI MANAGEMENT PTY LTD | 416,666 |
| 6 | DENTAL HEALTHCARE ASSOCIATES | 416,666 |
| 7 | GILES SHARE INVESTMENTS PTY LTD | 416,666 |
| 8 | KROONIK PTY LTD | 416,666 |
| 9 | MISS JOYCE MORGAN | 416,666 |
| 10 | MR BRIAN JOHN HANCOCK | 416,666 |
| 11 | MR CHRISTOPHER TURNER | 416,666 |
| 12 | MR MALCOLM ERIC FOX + MRS DAWN MARIE FOX | 416,666 |
| 13 | MR PAUL GERARD COUNSEL | 416,666 |
| 14 | MR WILLIAM DAVIDSON MEEK | 416,666 |
| 15 | MRS EMMA CAMPBELL | 416,666 |
| 16 | MS & IM 67 FUND PTY LTD | 416,666 |
| 17 | TRUST COMPANY SUPERANNUATION | 416,666 |
| 18 | UBS WEALTH MANAGEMENT | 416,666 |
| 19 | VELLA FARMLANDS PTY LTD | 416,666 |
| 20 | VENTURIAN PTY LTD | 416,666 |
Each of the 20 largest holders of additional securities acquired 3.47% of the additional securities in Part 1 Item 2.
The distribution schedule for the shares in Part 1 Item 2 is as follows
| 1 - 1,000 | 0 |
|---|---|
| 1,001 - 5,000 | 0 |
| 5,001 - 10,000 | 0 |
| 10,001 - 100,000 | 13 |
| 100,001 and over | 32 |
The names of the 20 largest holders of ordinary securities are as follows:
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9
Appendix 3B New issue announcement
| Name | Units | % of Issued Capital |
|
|---|---|---|---|
| 1 | CHINDI CAPITAL PTY LTD | 24,120,502 | 3.49 |
| 2 | WEST AUSTRALIAN INVESTMENTS PTY LTD | 16,105,354 | 2.33 |
| 3 | GILES SHARE INVESTMENTS PTY LTD | 15,835,647 | 2.29 |
| 4 | CAPITAL ACCRETION PTY LTD | 15,000,000 | 2.17 |
| 5 | CS FOURTH NOMINEES PTY LTD | 13,294,507 | 1.92 |
| 6 | MANFREE NOMINEES PTY LTD | 12,059,028 | 1.75 |
| 7 | VENTURIAN PTY LTD | 11,291,666 | 1.63 |
| 8 | MR DAVID BURDEN + MRS LESLEY PEMBERTON‐BURDEN | 10,000,000 | 1.45 |
| 9 | FAIRMOUNT INVESTMENTS PTY LTD | 10,000,000 | 1.45 |
| 10 | MARLION SUPERANNUATION FUND PTY LTD | 10,000,000 | 1.45 |
| 11 | SCINTILLA STRATEGIC INVESTMENTS LTD | 9,750,000 | 1.41 |
| 12 | VENTURIAN PTY LTD | 9,168,981 | 1.33 |
| 13 | HSBC CUSTODY NOMINEES(AUSTRALIA)LIMITED ‐ A/C 2 | 7,730,093 | 1.12 |
| 14 | UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD | 7,214,166 | 1.04 |
| 15 | EREBON PTY LTD | 6,750,000 | 0.98 |
| 16 | CABLE NOMINEES PTY LTD | 6,399,965 | 0.93 |
| 17 | DAVID BURDEN & LESLEY PEMBERTON‐BURDEN | 6,250,000 | 0.90 |
| 18 | TRAVEL ENTERPRISE PTY LTD | 6,000,000 | 0.87 |
| 19 | MANFREE NOMINEES PTY LTD | 5,703,868 | 0.83 |
| 20 | MR DAVID LEO HART | 5405,211 | 0.78 |
- See chapter 19 for defined terms.
Appendix 3B Page 10
1/1/2003