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ADSLOT LTD. — Capital/Financing Update 2010
Aug 29, 2010
64306_rns_2010-08-29_a6c8b803-5a64-44e9-a386-a2677603f661.pdf
Capital/Financing Update
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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
Webfirm Group 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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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) |
1) Unlisted options over unissued ordinary shares 2)Fully paid ordinaryshares |
|---|---|
| 1) 3,000,000 unlisted options 2) 800,000 fully paid ordinary shares |
|
| 1) Exercise price: 9.6 cents Expiry: 29 August 2014 2) Exercise of 800,000 employee options at 10.0 cents per option |
- See chapter 19 for defined terms.
Appendix 3B Page 1
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4 Do the[+] securities rank equally in 1) Unlisted options are issued in all respects from the date of accordance with the rules of the allotment with an existing[+] class Webfirm Group ESOP scheme. of quoted[+] securities? Upon exercise by the recipient, each If the additional securities do not option will convert into one ordinary rank equally, please state: share of the Company which will rank • the date from which they do equally with all securities of that • the extent to which they class. participate for the next 2) Yes 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 1) Securities were issued for nil consideration. 2) $80,000 6 Purpose of the issue 1) Issued to an employee under the (If issued as consideration for the Webfirm Group ESOP scheme. acquisition of assets, clearly 2) Exercise of employee options identify those assets) 7 Dates of entering +securities 1) 31 August 2010 into uncertificated holdings or 2) 31 August 2010 despatch of certificates Number +Class 8 Number and +class of all 434,020,263 Fully paid ordinary shares +securities quoted on ASX ( including the securities in clause 2 if applicable)
ME_84095164_1 (W2003)
| 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 62,887,260 2,100,000 8,200,003 2,000,000 51,700,000 15,500,000 2,000,000 3,000,000 |
Fully paid ordinary shares restricted until 16 February 2011 Options exercisable before 10/04/11 @ 50.0c Options exercisable before 30/06/12 @ 10.0c Options exercisable before 22/10/12 @ 9.0c Options exercisable before 31/01/13 @ 5.3c Options exercisable before 31/01/13 @ 5.6c Options exercisable before 9/07/14 @ 15.1c Options exercisable before 9/07/14 @ 9.6c |
10 Dividend policy (in the case of a There has been no change to Webfirm Group trust, distribution policy) on the Limited's dividend policy increased capital (interests)
- See chapter 19 for defined terms.
Appendix 3B Page 3
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ME_84095164_1 (W2003)
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? | |
| 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 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 | |
| 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 |
ME_84095164_1 (W2003)
| 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? | |
| 32 | How do+security holders dispose |
| of their entitlements (except by | |
| sale through a broker)? | |
| 33 | +Despatch date |
- See chapter 19 for defined terms.
Appendix 3B Page 5
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ME_84095164_1 (W2003)
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 (Unrestricted securities)
-
(b) � All other securities
-
For 800,000 fully paid ordinary shares only (exercise of options)
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
- 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 1,001 ‐ 100,000 100,001 – 1,000,000 1,000,001 – 10,000,000 10,000,001 and over
37 A copy of any trust deed for the additional[+] securities
Entities that have ticked box 34(b)
38 Number of securities for which 800,000 +quotation is sought
- See chapter 19 for defined terms.
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39 Class of +securities for which Fully paid ordinary shares quotation is sought 40 Do the[+] securities rank equally in Yes 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 Exercise of 800,000 employee options at 10.0 now cents per option 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 434,020,263 Fully paid ordinary +securities quoted on ASX shares ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 7
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ME_84095164_1 (W2003)
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 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.
Sign here: Date: 30 August 2010
(Company Secretary)
Print name: GAVAN FLOWER
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003