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COMET RIDGE LIMITED Capital/Financing Update 2012

Sep 4, 2012

64686_rns_2012-09-04_36536fa9-1cd4-4453-9464-99a52bb6a54c.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

Comet Ridge Limited

ABN

47 106 092 577

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
30,851,907 Shares issued on 5 September 2012
under the retail component (Retail Entitlement
Offer) of the partially underwritten accelerated
non-renounceable 1 for 4 entitlement offer to
shareholders
of
Comet
Ridge
Limited
announced to ASX on 7 August 2012
(Entitlement Offer).
Fully Paid Ordinary Shares issued on the same
basis as all other fully paid ordinary shares.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1 ME_93687491_1 (W2003)

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 $0.10 per share

6 Purpose of the issue The net proceeds of the Retail Entitlement (If issued as consideration for the Offer (together with the institutional component acquisition of assets, clearly identify of the Entitlement Offer ( Institutional those assets) Entitlement Offer ) and placement to institutional and sophisticated investors ( Placement ) will be used to fund Comet Ridge’s exploration and appraisal activities for 2012/2013 and provide for additional working capital.

7 Dates of entering[+] securities into uncertificated holdings or despatch In relation to the shares issued under the Retail of certificates Entitlement Offer: 5 September 2012. In relation to the shares issued under the Institutional Entitlement Offer and Placement: 17 August 2012.

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)
Number +Class
402,148,746
Shares
after completion of the
Retail
Entitlement
Offer,
Institutional
Entitlement Offer and
Placement
Ordinary fully paid
Shares
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2 ME_93687491_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
Unlisted options
500,000
500,000
500,000
1,000,000
Performance Rights
905,000
500,000
500,000
Options exercisable at
50
cents
expiry
30/11/2013
Options exercisable at
65
cents
expiry
31/01/2014
Options exercisable at
50
cents
expiry
28/02/2014
Options exercisable at
65
cents
expiry
31/03/2014
Performance
Rights
(vesting 1 July 2013)
Performance
Rights
(vesting 31 Dec 2012)
Performance Rights
(vesting 31 Dec 2013)
Not Applicable

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
No
Non-Renounceable

1 ordinary share for every 4 ordinary shares
held as at the Record Date
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3 ME_93687491_1 (W2003)

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
Ordinary fully paid Shares
7.00pm AEST on 10 August 2012
No
Where fractions arise in the calculation of
entitlements, they will be rounded up to the
nearest whole number of new Shares.
Shareholders
with
addresses
outside
of
Australia and New Zealand other than
countries which the Company considered it
reasonable to make the offer.
Institutional Entitlement Offer and Placement
closed on 8 August 2012
Retail Entitlement Offer: 29 August 2012
Comet Ridge Limited has entered into an
underwriting agreement with Wilson HTM
Corporate Finance Ltd (Wilson HTM) to
underwrite
the
first
18,000,000
Shares
subscribed for under the Retail Entitlement
Offer.
3.5% of the underwritten amount.
Wilson HTM
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 4 ME_93687491_1 (W2003)

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

Comet Ridge must pay to Wilson HTM a
management fee of 0.75% of all funds raised
(exclusive of GST).
Comet Ridge must also pay to Wilson HTM a
selling commission equal to 3.5% of the
amounts raised by Wilson HTM under the
Placement and Institutional Entitlement Offer
(other than funds raised from certain existing
shareholders) and the placement of any
subsequent
shortfall
under
the
Retail
Entitlement Offer.
Comet Ridge and Wilson HTM may also
engage other brokers or intermediaries to
assist with the entitlement offer and any
subsequent placement of the shortfall from the
Retail Entitlement Offer (if any). Fees may be
payable to any such brokers or intermediaries.
Comet Ridge Limited will pay a handling fee
of 1.5% of the application amount (plus GST),
subject to a maximum handling fee of $200
under the Retail Entitlement Offer to full
service stockbrokers (being those entities
being recognised as full service brokers or
non-advisory brokers by the ASX) who submit
a valid claim for a handling fee on successful
applications under the Retail Entitlement
Offer.
Not Applicable
The offer has been be made without disclosure
to investors and under a cleansing notice in
accordance with section 708AA of the
Corporations Act 2001 (Cth) (the Act) in
respect of the Entitlement Offer (lodged with
ASX on 7 August 2012) and Section 708A of
the Act in respect of the Placement (to be
lodged with ASX in accordance with the Act).
A retail entitlement offer booklet and
entitlement and acceptance form will be
lodged with ASX and mailed to eligible retail
shareholders on 15 August 2012.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5 ME_93687491_1 (W2003)

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
The Company has secured from all option
holders a waiver of their entitlement to
participate in the Retail Entitlement Offer.
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Refer to Item 7 of this Appendix 3B

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 ]

(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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 6 ME_93687491_1 (W2003)

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 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 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 Not Applicable +quotation is sought 39 Class of +securities for which Not Applicable quotation is sought 40 Do the[+] securities rank equally in all Not Applicable 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 Not Applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7 ME_93687491_1 (W2003)

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

Number +Class
Not Applicable

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.

==> picture [136 x 42] intentionally omitted <==

Sign here: Date: 5 September 2012 ( ~~Directo~~ r/Company secretary)

Print name: Stephen Rodgers

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 8 ME_93687491_1 (W2003)