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COMET RIDGE LIMITED — Capital/Financing Update 2016
Oct 9, 2016
64686_rns_2016-10-09_0a1a95ed-a83e-4d90-ba03-b9e9748b0505.pdf
Capital/Financing Update
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Comet Ridge Limited ABN 47 106 092 577 GPO Box 798 Brisbane Qld 4001 Phone : +61 7 3221 3661 Fax:- +61 7 3221 3668 [email protected]
10 October 2016
Companies Announcement Officer Australian Securities and Exchange Limited Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000
By Electronic Lodgement
Dear Sir / Madam.
RE: ISSUE OF PLACEMENT SHARES
Comet Ridge Limited (ASX:COI) announced on 30 September 2016 it raised A$1 million (before costs) via a placement to institutional and sophisticated investors (“ Placement ”).
COI is today seeking quotation for 20,000,000 new fully paid ordinary shares at $0.05 per share pursuant to the Placement.
Please find attached the Appendix 3 B reflecting the issue of the placement shares.
Yours Faithfully Comet Ridge Limited
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Stephen Rodgers Company Secretary
Appendix 3B New issue announcement
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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
ABN
Comet Ridge Limited 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 (e.g. 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) |
Ordinary Fully Paid Shares |
|---|---|
| 20,000,000 pursuant to the share placement to institutional and professional investors described in the announcement lodged with the ASX on 30 September 2016. |
|
| Ordinary Fully Paid Shares |
- See chapter 19 for defined terms.
Appendix 3B Page 2
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Appendix 3B New issue announcement
4 Do the[+] securities rank equally in all respects from the[+] issue date The issued Ordinary Shares will rank equally with an existing[+] class of quoted with the existing class of quoted shares. +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 $0.05 per share 6 Purpose of the issue (If issued as consideration for the The net proceeds of the Placement will be used acquisition of assets, clearly to fund the ongoing general working capital identify those assets) requirements of Comet Ridge Limited.
6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i
No
6b The date the security holder resolution under rule 7.1A was passed
Not Applicable passed 6c Number of +securities issued without security holder approval Not Applicable under rule 7.1 6d Number of[+] securities issued with security holder approval under rule Not Applicable 7.1A
- See chapter 19 for defined terms.
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6e Number of[+] securities issued with security holder approval under rule Not Applicable 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an exception in rule 7.2 Not Applicable 6g If[+] securities issued under rule 7.1A, was issue price at least 75% Not Applicable of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under rule 7.1A for non-cash Not Applicable consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and Not Applicable rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 10 October 2016 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all +securities quoted on ASX 546,250,547 Ordinary Fully Paid ( including the[+] securities in section Shares 2 if applicable)
- See chapter 19 for defined terms.
Appendix 3B Page 4
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Number +Class 9 Number and +class of all +securities not quoted on ASX Performance Rights ( including the +securities in section 2 if applicable) 1,500,000 Performance Rights (expiring 31 Dec 2016) Performance Rights 2,520,000 (expiring 31 Dec 2017) 10 Dividend policy (in the case of a trust, distribution policy) on the Not Applicable increased capital (interests)
Part 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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 offer 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.
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| 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 offer documents 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? |
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
- See chapter 19 for defined terms.
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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
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 +quotation is sought
-
39 +Class of +securities for which quotation is sought
-
40 Do the[+] securities rank equally in all respects from the[+] issue date 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
- See chapter 19 for defined terms.
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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.
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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 is not available now, we 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: 10 October 2016 .......... ( ~~Director~~ /Company secretary)
Print name: Stephen Errol Rodgers...............................
== == == == ==
- See chapter 19 for defined terms.
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Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid[+] ordinary securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2
-
Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval
-
• Number of partly paid[+] ordinary securities that became fully paid in that 12 month period.
-
Note: • Include only ordinary securities here – other classes of equity securities cannot be added
-
• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
-
• It may be useful to set out issues of securities on different dates as separate line items
-
Subtract the number of fully paid[+] ordinary securities cancelled during that 12 month period “A”
Step 2: Calculate 15% of “A”
- See chapter 19 for defined terms.
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| “B” | 0.15 [Note: this value cannot be changed] |
|---|---|
| Multiply“A” by 0.15 | |
| Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
| Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
|
| “C” | |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
|
| “A” x 0.15 Note: number must be same as shown in Step 2 |
|
| Subtract“C” Note: number must be same as shown in Step 3 |
|
| Total[“A” x 0.15] – “C” | [Note: this is the remaining placement capacity under rule 7.1] |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining | Step 4: Subtract “C” from [“A” x “B”] to calculate remaining |
|---|---|
| placement capacity under rule 7.1 | |
| “A” x 0.15 | |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | [Note: this is the remaining placement |
| capacity under rule 7.1] |
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
- See chapter 19 for defined terms.
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“A”
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10 Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes:
-
This applies to equity securities – not just ordinary securities
-
Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed
-
Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
-
It may be useful to set out issues of securities on different dates as separate line items
-
“E” Not Applicable
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A
- See chapter 19 for defined terms.
Appendix 3B Page 12
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