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CRYOSITE LIMITED — Share Issue/Capital Change 2019
Jul 3, 2019
64714_rns_2019-07-03_025c7abb-7899-4576-89fe-5311968605ba.pdf
Share Issue/Capital Change
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Appendix 3B New issue announcement
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 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
Cryosite Limited
ABN
ABN 86 090 919 476
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 Premium priced options be issued
-
2 Number of[+] securities issued or 2,600,000 to be issued (if known) or maximum number which may be issued
- See chapter 19 for defined terms.
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| 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) |
The 2,600,000 premium priced options have been granted Grant date 27thJune 2019 Acceptance of invitations 4thJuly 2019 Exercise Price 6 cents per option Expiry Date: 1 September 2024 Vesting Conditions 1/3rd vest if the Company returns to earnings per share (EPS) positive by 30 June 2021 based on Net Profit to members as per the audited 30 June 2021 annual accounts 1/3rd vest if the Company returns to positive Operating Cash by 30 June 2021 as per the audited 30 June 2012 annual accounts. 1/3rd vest if the employee is continuously employed with the Company from the date the premium priced options are granted until the Vesting Date. Of the 2.6m options 1.3m have been granted to the executive director. There is a restriction on settlement as they have been granted without shareholder approval and therefore settlement will be restricted to on market purchase pursuant to ASX Listing Rule 10.15B. Shareholder approval will be sought at the 2019 AGM and, if received, this restriction mayno longer apply. |
|---|---|
- See chapter 19 for defined terms.
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- 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 premium priced options will not be quoted or rank equally with any class of quoted securities. However, fully paid ordinary shares issued on exercise of the premium priced options will be quoted. From the date of issue of those shares, the shares will rank equally with all other ordinary shares then on issue in the Company
-
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?
The premium priced options have been acquired by the employees at the tax value. Each option requires the payment of 6 cents per option to convert the option into a share
The premium priced options are issued and are granted to employees who are integral to the operations and on-going success of the Company.
No
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
-
6c Number of[+] securities issued without security holder approval under rule 7.1
N/A
N/A
- See chapter 19 for defined terms.
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| 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 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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) |
N/A | N/A |
|---|---|---|
| N/A | ||
| Nil | ||
N/A |
||
| N/A | ||
| Listing rule 7.1 7,028,934 Listingrule7.1A – N/A |
||
| 26 June 2019 | ||
| Number | +Class | |
| 46,859,563 | Ordinary shares |
- See chapter 19 for defined terms.
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Number +Class 9 Number and +class of all 714,946 Performance Rights +securities not quoted on ASX 2,600,000 Premium priced ( including the +securities in Options section 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the 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.
- See chapter 19 for defined terms.
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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? | |
| 31 | How do security holders sell_part_ |
| of their entitlements through a | |
| broker and accept for the |
|
| balance? |
- See chapter 19 for defined terms.
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- 32 How do security holders dispose of their entitlements (except by sale through a broker)?
33 +Issue date
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
- See chapter 19 for defined terms.
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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
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.
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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.
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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.
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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.
Sign here: Original signed (Company secretary)
Date: 4th July 2019.
Print name: Bryan Dulhunty
== == == == ==
- 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
==> picture [414 x 404] intentionally omitted <==
----- Start of picture text -----
Insert number of fully paid [+] ordinary 46,859,563
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” 46,859,563
----- End of picture text -----
- See chapter 19 for defined terms.
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Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 7,028,934 |
| 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 |
7,028,934 |
| Subtract“C” Note: number must be same as shown in Step 3 |
|
| Total[“A” x 0.15] – “C” | 7,028,934 [Note: this is the remaining placement capacity under rule 7.1] |
placement capacity under rule 7.1 |
|
|---|---|
| “A” x 0.15 | 7,028,934 |
| 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” | 7,028,934 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
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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” 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”
- See chapter 19 for defined terms.
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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.
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