AI assistant
COMET RIDGE LIMITED — Share Issue/Capital Change 2018
Dec 30, 2018
64686_rns_2018-12-30_5cbff415-285c-4310-acbe-2f2f625b749e.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
==> picture [109 x 55] intentionally omitted <==
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]
31 December 2018
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 EMPLOYEE INCENTIVE PERFORMANCE RIGHTS
The company advises that 1,100,000 Employee Performance Rights have been granted pursuant to the Comet Ridge Limited Employee Performance Rights Plans.
The vesting criteria for the Performance Rights are linked to directly to the successful commercial outcome of the Company’s gas projects at Mahalo and in the Galilee Basin as well as the booking of further 2P Reserves.
Please find attached the Appendix 3B reflecting the issue of the same.
Yours Faithfully Comet Ridge Limited
==> picture [125 x 39] intentionally omitted <==
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) |
Unlisted Performance Rights |
|---|---|
| 1,100,000 | |
| Performance Rights are granted to employees pursuant to the Performance Rights Plan approved by shareholders at the Annual General Meeting held 24 November 2016. Each Performance Right carries a right to one ordinary share in Comet Ridge Limited. The Performance Periods for the Rights being issued range from 31 December 2018 to 31 December 2019, 31 January 2020 and 31 January 2021. |
- See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
Appendix 3B New issue announcement
4 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
No.
However, the ordinary shares to be allotted on the vesting of Performance Rights will rank equally with all existing ordinary shares from the date of allotment.
-
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
Nil
6 Purpose of the issue (If issued as consideration for the Performance Rights are granted in accordance acquisition of assets, clearly with the Performance Rights Plans to provide identify those assets) an incentive for participants to remain engaged with Comet Ridge Limited in the long term as employees or consultants, as well as aligning the objectives of employees and consultants with that of shareholders by in this instance benchmarking the grant of the performance rights with the commercial success of the Company’s gas projects at Mahalo and at its Galilee Permits as well as the booking of further 2P Reserves.
- 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?
Yes
If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i
- 6b The date the security holder resolution under rule 7.1A was passed
21 November 2018
- 6c Number of +securities issued without security holder approval under rule 7.1
Nil
- See chapter 19 for defined terms.
Appendix 3B Page 3
04/03/2013
Appendix 3B New issue announcement
6d Number of[+] securities issued with security holder approval under rule Nil 7.1A 6e Number of[+] securities issued with security holder approval under rule Nil 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an exception in rule 7.2 1,100,000 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 Total Combined Remaining Capacity rule 7.1A – complete Annexure 1 rule 7.1: 108,514,463 + rule 7.1A: 72,729,642 and release to ASX Market = 181,244,105 Announcements 7 +Issue dates 31 December 2018 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 727,876,423 Ordinary Fully Paid ( including the[+] securities in section Shares 2 if applicable)
- See chapter 19 for defined terms.
Appendix 3B Page 4
04/03/2013
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all +securities not quoted on ASX Performance Rights ( including the +securities in section 2 if applicable) 2,275,000 Performance Rights (expiring 31 Dec 2019) 1,600,000 Performance Rights (expiring 31 Jan 2020) 1,600,000 Performance Rights (expiring 31 Jan 2021)
- 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
- See chapter 19 for defined terms.
Appendix 3B Page 5
04/03/2013
Appendix 3B New issue announcement
| 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 | |
| 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? |
- See chapter 19 for defined terms.
Appendix 3B Page 6
04/03/2013
Appendix 3B New issue announcement
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 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
- See chapter 19 for defined terms.
Appendix 3B Page 7
04/03/2013
Appendix 3B New issue announcement
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
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 8
04/03/2013
Appendix 3B New issue announcement
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.
==> picture [142 x 42] intentionally omitted <==
Sign here: ............................................................ Date: 31 December 2018 ........ ( ~~Director~~ /Company secretary)
Print name: Stephen Errol Rodgers...............................
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 9
04/03/2013
Appendix 3B New issue announcement
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
| Part 1 | Part 1 |
|---|---|
| Rule 7.1 – Issues exceeding 15% of capital | |
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue |
673,525,986 |
| Addthe 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 |
2,375,003 - Vesting of Employee Performance Rights 16 March 2018. 169,997 – Vesting of Employee Performance Rights 6 April 2018. 51,225,437 – Placement Shares issued 21 September 2018 and subsequently approved by shareholders at AGM held 21 November 2018 |
| Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period |
|
| “A” | 727,296,423 |
- See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/2013
Appendix 3B New issue announcement
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15_[Note: this value cannot be changed]_ |
| Multiply“A” by 0.15 | 109,094,463 |
| 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 |
580,000 Ordinary Shares – Vesting of LT Consultants Performance Rights. |
| “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 |
109,094,463 |
| Subtract“C” Note: number must be same as shown in Step 3 |
580,000 |
| Total[“A” x 0.15] – “C” | 108,514,463 |
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
- See chapter 19 for defined terms.
Appendix 3B Page 11
04/03/2013
Appendix 3B New issue announcement
capacity is calculated
| capacity is calculated | capacity is calculated |
|---|---|
| “A” Note: number must be same as shown in Step 1 of Part 1 |
727,296,423 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 72,729,642 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber 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 |
Nil |
| “E” | Nil |
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
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 |
72,729,642 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 72,729,642 |
- See chapter 19 for defined terms.
Appendix 3B Page 12
04/03/2013