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CTI LOGISTICS LIMITED Share Issue/Capital Change 2013

Feb 26, 2013

64663_rns_2013-02-26_e8014fd1-d3fe-4584-a34f-ba91c7839e78.pdf

Share Issue/Capital Change

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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 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

Name of entity

CTI Logistics Limited

ABN

69 008 778 925

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).

$\mathbf{r}$ +Class of +securities issued or to be issued

Ordinary Shares

340,000

  • Number of +securities issued or $\mathbf{z}$ to be issued (if known) or maximum number which may be issued
  • Principal $of$ terms the 3 +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

Appendix 3B Page 1

+ See chapter 19 for defined terms.

4 Do the *securities rank equally
in all 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
distribution)
trust,
or
interest payment
the extent to which they do
not rank equally, other than
relation to the
in
next
Yes
dividend,
distribution
Оľ
interest payment
5 Issue price or consideration 141 cents per share
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
Employee Share Plan
Is the entity an + eligible entity
obtained
has
that
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
Number of + securities issued
without security holder approval
under rule 7.1

and the masses of the state $\alpha$ and $\alpha$

+ See chapter 19 for defined terms.

  • $6d$ Number of +securities issued with security holder approval under rule 7.1A
  • Number of +securities issued 6e 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 $\sigma$ consideration was released to ASX Market Announcements
  • 61 Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
  • Dates of entering *securities | $\overline{7}$ into uncertificated holdings or despatch of certificates
  • 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
Number + Class
60,666,899 Ordinary

27 February 2013

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

Number and +class of all 9 +securities not quoted on ASX (including the securities in section 2 if applicable)

10 Dividend policy (in the case of a $\boxed{7}$
trust, distribution policy) on the
increased capital (interests)

To rank parri pasu with existing shares

$\overline{Class}$

Part 2 - Bonus issue or pro rata issue

11 security holder
Is
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 1 *Record date
determine
to
entitlements
16 Will
holdings
different
on
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.

Number

+ See chapter 19 for defined terms.

Closing date for receipt of
acceptances or renunciations 19

à.

$\mathcal{A}$

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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 prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
participate
to
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
of
their
entitlements
part
through a broker and accept for
the balance?

$\mathcal{O}(\mathcal{O}(n))$ , where $\mathcal{O}(\mathcal{O}(n))$ is an

  • See chapter 19 for defined terms.

Appendix 3B Page 6

$1/1/2003$

$\sigma\sigma\sigma\sigma\sigma\sigma\sigma\sigma\sigma\sigma\sigma\sigma$

a caracteristic and the

+ See chapter 19 for defined terms.

How do +security holders dispose $32$ of their entitlements (except by sale through a broker)?

+Despatch date 33

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 ⊠

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

If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 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

Appendix 3B Page 8

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought
  • Class of +securities for which 39 quotation is sought
  • Do the +securities rank equally in 40 all 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 $\bullet$
  • the extent to which they $\bullet$ 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 and +class of all $42$ +securities quoted on ASX (including the securities in clause $38)$

Number + Class

+ See chapter 19 for defined terms.

Quotation agreement

  • +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
  • $\overline{2}$ 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.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Date: $27/2/13$

Sign here:

Company ecretary

DAVID MELLOR

Print name:

$=$ $=$ $=$ $=$ $=$ $=$ $=$

Appendix 3B Page 10

01/08/2012

+ See chapter 19 for defined terms.

$\ddot{\phantom{a}}$

$\ddot{\phantom{0}}$

$\mathcal{L}{\mathcal{A}}$ , and $\mathcal{L}{\mathcal{A}}$ , and $\mathcal{L}_{\mathcal{A}}$

$\bar{z}$

THE VALUE AND THE VALUE OF THE VALUE OF THE VALUE OF THE VALUE

$\bar{\gamma}$

$\bar{z}$

$01/08/2012$

+ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for *eligible entities

Introduced $\sigma$ /08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital
capacity is calculated Step 1: Calculate "A", the base figure from which the placement
Insert number of fully paid ordinary
securities on issue 12 months before date
of issue or 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
$\bullet$
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
"А"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"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
Insert number 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
$\bullet$
7.1 or rule 7.4
Note:
This applies to equity securities, unless
$\bullet$
specifically excluded - not just ordinary
securities
Include here (if applicable) the
$\bullet$
securities the subject of the Appendix
3B to which this form is annexed
It may be useful to set out issues of
$\bullet$
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" $\times$ 0.15] - "C"
[Note: this is the remaining placement
capacity under rule 7.1]

$\alpha\in\mathbb{R}$ , we can consider

$\cdot$

+ See chapter 19 for defined terms.

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
"А"
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.

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" $\times$ 0.10] – "E"
Note: this is the remaining placement
capacity under rule 7.1A

+ See chapter 19 for defined terms.