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

Feb 17, 2010

64306_rns_2010-02-17_ddbf82f8-40c4-4d76-b469-b28d314b6adb.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

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)
Unlisted options over ordinary shares in
Webfirm Group Limited.
(1) 51,700,000 unlisted options
(2) 15,500,000 unlisted options
(1) 51,700,000 unlisted options expiring on
31.01.13 @ 5.3c
(2) 15,500,000 unlisted options expiring on
31.01.13 @5.6c
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

ME_84095164_1 (W2003)

  • 4 Do the[+] securities rank equally in all No. respects from the date of allotment with an existing[+] class of quoted Securities are unlisted options which will not +securities? be quoted. Upon exercise by the recipient each option will convert into one ordinary

  • If the additional securities do not share of the Company which will rank equally rank equally, please state: with all securities of that class. • 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 were issued for nil consideration. 6 Purpose of the issue (1) Options issued to directors on terms (If issued as consideration for the approved by shareholders at a meeting of acquisition of assets, clearly identify members held 28 January 2010. those assets) (2) Options issued to management and employees under the Webfirm Group ESOP scheme approved by shareholders at the AGM held 30 November 2009

7 Dates of entering[+] securities into 16 February 2010 uncertificated holdings or despatch of certificates

Number ~~+~~ Class 8 Number and +class of all 425,707,257 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
314,292
385,000
2,000,000
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
Employee shares escrowed
to various future dates
Ordinary shares escrowed
until 1 July 2010
Ordinary shares escrowed
and
subject
to
loan
arrangements
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

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

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 (Unrestricted securities) ]

  • (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

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 +quotation is sought

39 Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

ME_84095164_1 (W2003)

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)

  • 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

  • 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: 18 February 2010 (Company Secretary)

Print name: DAMIAN ELEMENT

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

ME_84095164_1 (W2003)