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COMET RIDGE LIMITED — Share Issue/Capital Change 2018
Sep 20, 2018
64686_rns_2018-09-20_4e6a0eff-ac65-4fa9-9061-fbd9c13ac454.pdf
Share Issue/Capital Change
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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]
21 September 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.
Notification under section 708A(5)(e) of the Corporations Act 2001 (“the Act”)
On 14 September 2018, Comet Ridge Limited (ASX:COI) (the “ Company ”) announced it raised approximately $17.4 million (before costs) via a placement to institutional and sophisticated investors (“ Placement ”).
The Company advises that today it has issued 51,225,437 new fully paid ordinary shares in the Company (“ New Shares ”) at an issue price of $0.34 per New Share pursuant to the Placement.
The Company hereby issues a notice under section 708A(5)(e) of the Act that:
-
(a) the New Shares, that have today been issued are part of a class of securities quoted on the Australian Securities Exchange;
-
(b) the New Shares were issued without disclosure to investors under Part 6D.2 of the Act;
-
(c) the Company, as at the date of this notice, has complied with:
-
(i) the provisions of Chapter 2M of the Act as they apply to the Company; and
-
(ii) Section 674 of the Act; and
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(d) as at the date of this notice, there is no ‘excluded information’ of the type referred to in sections 708A(7) and 708A(8) of the Act, to be disclosed under section 708A(6)(e) of the Act.
Please find attached the Appendix 3B reflecting the issue of the New Shares under the Placement.
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
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 Ordinary Fully Paid Shares 2 Number of[+] securities issued or to be issued (if known) or maximum 51,225,437 pursuant to the share placement to number which may be issued institutional and sophisticated investors described in the announcement lodged with the ASX on 14 September 2018. 3 Principal terms of the[+] securities (e.g. if options, exercise price and Ordinary Fully Paid Shares expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
- 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 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 |
The issued Ordinary Shares will rank equally with the existing class of quoted shares. |
|---|---|
| $0.34 per share | |
| The net proceeds of the Placement and existing cash will be used for: Mahalo project – drilling and testing of the Mahalo Joint Venture approved 2018 work programme, comprising five new production wells; Mahalo project - environmental and other studies to support a Petroleum Lease and Pipeline Licence application; Galilee sandstone project – a drilling and testing programme for the Galilee sandstone project in conjunction with joint venture partner, Vintage Energy, comprising completion of Albany 1, drilling of Albany 2, and a seismic acquisition programme; Gas portfolio exploration, appraisal and development work, including Galilee hydraulic fracture stimulation as required, and progressing FID at Mahalo; and General corporate expenditure and working capital purposes. |
|
| No |
- See chapter 19 for defined terms.
Appendix 3B Page 3
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Appendix 3B New issue announcement
| 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% 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 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 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 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. |
Not Applicable |
|---|---|
| Not Applicable | |
| Not Applicable | |
| Not Applicable | |
| Not Applicable | |
Not Applicable |
|
| Not Applicable | |
| Not Applicable | |
- See chapter 19 for defined terms.
Appendix 3B Page 4
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Appendix 3B New issue announcement
| 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 727,876,423 | Ordinary Fully Paid Shares |
|
| Number | +Class | |
| Performance Rights 1,875,00 1,250,000 1,250,000 |
Performance Rights (expiring 31 Dec 2019) Performance Rights (expiring 31 Jan 2020) Performance Rights (expiring 31 Jan 2021) |
|
| Not Applicable |
Part 2 - 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? |
- See chapter 19 for defined terms.
Appendix 3B Page 5
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Appendix 3B New issue announcement
| 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 | ||
| 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) |
- See chapter 19 for defined terms.
Appendix 3B Page 6
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Appendix 3B New issue announcement
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
(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
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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)
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 8
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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.
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Sign here: ............................................................ Date: 21 September 2018 ........ ( ~~Director~~ /Company secretary)
Print name: Stephen Errol Rodgers...............................
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 9
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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
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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”
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Step 2: Calculate 15% of “A”
“B” 0.15
- See chapter 19 for defined terms.
Appendix 3B Page 10
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Appendix 3B New issue announcement
| [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] |
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
“A”
- See chapter 19 for defined terms.
Appendix 3B Page 11
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Appendix 3B New issue announcement
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
| 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 |
|
| 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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