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DATADOT TECHNOLOGY LIMITED Capital/Financing Update 2017

Aug 31, 2017

64764_rns_2017-08-31_c925dbdb-f36e-4b43-b5af-1312ef92b4fd.pdf

Capital/Financing Update

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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, 04/03/13

Date: 1 September 2017 – Additional information to Form 3B dated 24 August 2017

DataDot Technology Limited

ABN: 54 091 908 726

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 Shares 2 Number of[+] securities issued or to be issued (if known) Issue of 40,316,032 Loan Scheme Ordinary Shares or maximum number which may be issued Cancellation of 38,000,000 Employee Share Options
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)
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
Fully Paid Ordinary Shares issued under Company
Share Loan Scheme to three key management
personnel. Shares are issued at 2.7c/share. The
executives have been granted a loan for the face value
and may not deal with the shares until they have
vested, over three annual tranches; and until the loan
for their purchase is repaid.
The Share Loan Scheme ordinary shares for the three
key management personnel replace the cancelled
Employee Share Options
Yes
$0.027 per share
  • 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
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.
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.
Shares are issued under a Board approved
senior executive incentive scheme to align
senior executive interests with shareholder
interests and to provide a positive incentive to
our senior executives’ performance.
No
N/A
22 August 2017
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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
770,290,319
16,126,413
24,189,619
Listed Ordinary Shares
Ordinary Shares issued
under the company share
loan scheme and subject
to
voluntary
escrow,
vesting in three equal
tranches on 1 July 2017,
1 July 2018 and 1 July
2019. Loans must be re
paid within 12 months of
the last vesting date.
When
the
loans
are
repaid the shares will no
longer
be
subject
to
voluntary escrow. If the
loans
are
not
repaid
before 1 July 2020, the
shares will be forfeited.
Ordinary Shares issued
under the company share
loan scheme and subject
to
voluntary
escrow,
vesting in three equal
tranches on 1 July 2018,
1 July 2019 and 1 July
2020. Loans must be re
paid within 12 months of
the last vesting date.
When
the
loans
are
repaid the shares will no
longer
be
subject
to
voluntary escrow. If the
loans
are
not
repaid
before 1 July 2021, the
shares will be forfeited.
Number +Class
2,000,000
(No change)
4,000,000
6,000,000
3,000,000
3,000,000

Share Rights
(DDTSR-6)
Share Options
(DDTSO-1)
(DDTSO-5)
(DDTSO-7)
(DDTSO-8)
N/A

Part 2 - Pro rata issue Not Applicable to 22 August 2017 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?

  • 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)
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

  • 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?

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

  • 33 +Issue date

Part 3 - Quotation of securities

Not Applicable to 22 August 2017 issue

You need only complete this section if you are applying for quotation of securities

  • 34 Type of[+] securities – Not Applicable ( tick one )

  • (a) X +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

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 6

04/03/2013

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 [104 x 69] intentionally omitted <==

Sign here:

Date: 1 September 2017

Company Secretary Print name: Patrick Raper

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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 12 761,674,461 months before the[+] issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 0 month period under an exception in rule 7.2 0 • 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 0 cancelled during that 12 month period “A” 761,674,461 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 114,251,169

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
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
48,931,890
0
“C” 48,931,890
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
114,251,169
Subtract“C”
Note: number must be same as shown in Step 3
48,931,890
Total[“A” x 0.15] – “C” 65,319,279
[Note: this is the remaining
placement capacity under rule
7.1]

Part 2 Not applicable

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” 0.10 “D”

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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”

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 10

04/03/2013