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.

ADSLOT LTD. Capital/Financing Update 2010

Jul 7, 2010

64306_rns_2010-07-07_65b14e81-57a1-4838-892d-f072785a9d01.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [122 x 38] intentionally omitted <==

Webfirm Group Limited ABN: 70 001 287 510 ASX: WFM

23 Union St, South Melbourne Victoria 3250 Australia E: [email protected]

www.webfirmgroup.com T: +61 (0) 3 8695 9199 F: +61 (0) 3 9696 0700

8 July 2010

Mr Gonzalo Valencia Senior Advisor ASX Markets Supervision Pty Ltd Level 45 South Tower 525 Collins Street MLEBOURNE VIC 3000

Email: [email protected]

Dear Mr Valencia

Notice under section 708A(5)(e) and Appendix 3B

Please find enclosed a copy of the two documents that relate to the issue of shares for the acquisition of Adimise Pty Ltd and Full Circle Online Pty Ltd.

Yours sincerely

Gavan Flower Company Secretary

==> picture [551 x 111] intentionally omitted <==

==> picture [550 x 110] intentionally omitted <==

==> picture [122 x 38] intentionally omitted <==

Webfirm Group Limited ABN: 70 001 287 510 ASX: WFM

23 Union St, South Melbourne www.webfirmgroup.com Victoria 3250 Australia T: +61 (0) 3 8695 9199 E: [email protected] F: +61 (0) 3 9696 0700

8 July 2010

Notice under section 708A(5)(e)

Issuer: Webfirm Group Limited ABN 70 001 287 510

Details of the issue of securities

Class of securities Fully paid ordinary shares (Ordinary Shares) ASX Code of the securities ORD Date of the issue 8 July 2010 Total number of Ordinary Shares issued: 4,285,714 ordinary shares

Notice

  1. Webfirm Group Limited gives ASX (as the relevant market operator) notice relating to the issue of the securities identified above.

  2. This notice is given under paragraph 5(e) of section 708A of the Corporations Act 2001 (Cth).

  3. Webfirm Group Limited issued the securities identified above without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth).

  4. As at the date of this notice, Webfirm Group Limited has complied with:

  5. (a) the provisions of Chapter 2M of the Corporations Act 2001 (Cth) as they apply to it; and

  6. (b) section 674 of the Corporations Act 2001 (Cth).

  7. There is no excluded information (as defined in section 708A(7) of the Corporations Act 2001 (Cth)) as at the date of this notice.

On behalf of the Board

Gavan Flower Company Secretary

==> picture [547 x 110] intentionally omitted <==

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)
Fully paid ordinary shares
4,285,714
Fully paid ordinary shares
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

ME_84095164_1 (W2003)

4 Do the[+] securities rank equally in Share rank equally in all regards except for all respects from the date of voluntary transfer restrictions to 7 July 2011, allotment with an existing[+] class enforced by a holding lock on the register. 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 Securities issued as consideration for the acquisition of 100% of the securities in Adimise Pty Ltd and Full Circle Online Pty Ltd 6 Purpose of the issue Acquisition of 100% of the securities in (If issued as consideration for the Adimise Pty Ltd and Full Circle Online Pty Ltd acquisition of assets, clearly identify those assets) 7 Dates of entering +securities 8 July 2010 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 433,220,263 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)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
62,887,260
2,000,000
100,000
5,660,001
6,000,003
2,000,000
51,700,000
15,500,000
Fully paid ordinary shares
restricted until 16 February
2011
Options exercisable before
10.4.11 @ $0.50
Options exercisable before
10.4.11 @ $0.50
Options exercisable before
30.06.12 @ $0.10
Options exercisable before
30.06.12 @ $0.10
Options exercisable before
22.10.12 @ $0.09
Options exercisable before
31.01.13 @ 5.3c
Options exercisable before
31.01.13 @ 5.6c
There has been no change to Webfirm Group
Limited's dividend policy.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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

1/1/2003

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 – 4,285,714 fully paid ordinary shares

  • (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

1,329,568 ‐ Gallagher Ballard & Associates Pty Ltd ATF Gallagher Family Trust; 1,087,830 ‐ Fox Family Investments Pty Ltd ATF Fox Family Trust; 284,400 ‐ Shaka Investments Pty Ltd; 142,200 ‐ Peta Webster;

1,270,287 ‐ Craig Marketing & Management Services Pty Ltd; 171,429 ‐ Tatnac Consulting Pty Ltd.

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 (0) 1,001 ‐ 100,000 (0) 100,001 – 1,000,000 (3) 1,000,001 – 10,000,000 (3) 10,000,001 and over (0)

37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

ME_84095164_1 (W2003)

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

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: 8 July 2010

(Company Secretary)

  • Print name: GAVAN FLOWER
  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

ME_84095164_1 (W2003)