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DEVELOP GLOBAL LIMITED Regulatory Filings 2018

Aug 12, 2018

64801_rns_2018-08-12_888a0f11-3b8f-4595-bbd3-d52d50255f8b.pdf

Regulatory Filings

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

+Rule 3.20.4, 7.18-7.24A, 15.3, Appendix 7A paragraphs 8 & 9.

Appendix 3A.3

Notification of reorganisation of capital –[+] security consolidation or split

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.

Please note that two or more corporate actions on the same[+] security may not run with different record dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run different corporate actions with the same record date except in the case of reorganisations – consolidations/splits which cannot run at the same time as any other corporate action for that entity.

If you are an entity incorporated outside Australia, for[+] securities other than CDIs / depository interests, please obtain and provide an International Securities Identification Number (ISIN) for the class(es) of[+] securities to be created during your corporate action. The ISIN(s) should be advised in the Further Information section of this form. Further information on this requirement can be found in the Online Forms section of ASX Online for companies.

*Denotes minimum information required for first lodgement of this form.

**Denotes information that must be provided on or before[+] business day 0 of the relevant Appendix 6A or Appendix 7A timetable.

The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question
No.
Question Answer
1.1 *Name of entity Venturex Resources Limited
1.2 *Registration type and number
One of ABN/ARSN/ARBN/ACN or other
registration type and number (if “other”
please specify what type of registration
number has been provided).
ACN 122 180 205
1.3 *ASX issuer code VXR
1.4 *The announcement is
Tick whichever is applicable.
New announcement
_Ad_Update/amendment to previous announcement
_Ad_Cancellation of previous announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in
Q1.4 above. A reason must be provided
for an update.
N/A
1.4b *Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.
N/A
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
N/A
  • See chapter 19 for defined terms

29 June 2015

Page 1

This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Notification of reorganisation of
capital –+Security consolidation or split
Notification of reorganisation of
capital –+Security consolidation or split
1.4d *Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
N/A
1.5 *Date of this announcement
The date of lodgement of the form by
the entity via ASX Online.
13 August 2018
1.6 *Applicable ASX+security
code(s) and description(s) for
reorganisation
Please confirm the entity’s+securities
(quoted and unquoted) which will be
affected by the reorganisation. Please
note Listing Rule 7.21 in respect of
+convertible+securities, Listing Rules
7.22.1 and 7.22.2 in respect of options
and Listing Rule 7.24 in respect of partly
paid+securities.
+Security description:
Fully paid ordinary shares (quoted)
Options exercisable at $0.03 on or
before 31/08/18 (unquoted)
Performance rights (unquoted)
ASX
+security
code
+Security description:
VXR Fully paid ordinary shares (quoted)
N/A Options exercisable at $0.03 on or
before 31/08/18 (unquoted)
N/A Performance rights (unquoted)
  • See chapter 19 for defined terms 29 June 2015

Page 2

This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 2 – Approvals

Question
No.
Question Question Question Question Answer Answer Answer Answer
2.1 *Are any of the below approvals
required for the reorganisation
before business day 0 of the
timetable?

+Security holder approval

Court approval

Lodgement of court order
with+ASIC

ACCC approval

FIRB approval;

Another approval/condition
external to the entity
required to be given/met
before business day 0 of the
timetable for the
reorganisation.
If any of the above approvals apply to
the reorganisation before business day
0 of the timetable, please answer ‘yes’
and provide details at Q2.2. If “no” go to
Part 3.
The purpose of the question is to
confirm that relevant approvals are
received prior to ASX establishing an ex
market in the+securities. If the entity
wishes to disclose approvals or
conditions which are to be resolved at a
later date it should use Part 6 “Further
information”.
Yes
No
No
No
No
No
Security holder approval Yes
Court approval No
Lodgement of court order with +ASIC No
ACCC approval No
FIRB approval No
Another approval/condition external to the
entity required to be given/met before
business day 0 of the timetable for the
reorganisation.
No
2.2 Approvals
Select appropriate approval from drop down box as applicable. More than one approval can be selected. This
question refers only to events which take place before business day 0 of the timetable. The purpose of the
question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the
+securities. The “Date for determination” is the date that you expect to know if the approval is given for example
the date of the+security holder meeting in the case of+security holder approval or the date of the court hearing in
the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved at a
later date it should use Part 6 “Further information”.
*Approval/condition *Date for
determination
*Is the date
estimated or
actual?
**Approval
received/condition
met?
Only answer this
question when you
know the outcome of
the approval – please
advise on or before
+business day 0 of the
relevant Appendix 6A or
Appendix 7A timetable.
Comments
+Security holder
approval
15 August
2018
EstimatedOR Yes
No
Actual
Court approval N/A EstimatedOR
Actual
Yes
No
  • See chapter 19 for defined terms 29 June 2015

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Lodgement of court
order with+ASIC
N/A EstimatedOR
Actual
Yes
No
ACCC approval N/A EstimatedOR
Actual
Yes
No
FIRB approval N/A EstimatedOR
Actual
Yes
No
Other (please specify
in comment section)
N/A EstimatedOR
Actual
Yes
No

Amended 29/06/15

  • See chapter 19 for defined terms 29 June 2015

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 3 – reorganisation timetable and details

Question
No.
Question Answer
3.1 +Record date
COURT APPROVAL:This is two
+business days after the entity lodges the
court order with ASIC and tells ASX –
+business day 2 in the timetable. This is the
date on which the register is closed to
determine the register for the consolidation
or split of+securities.
NO COURT APPROVAL:This is three
+business days after the+security holder
meeting –+business day 3 in the timetable.
This is the date on which the register is
closed to determine the register for the
consolidation or split of+securities.
ALL*: The+record date must be at least
four+business days from the current date.
Please note that the+record date and
effective date cannot be changed (even to
postpone it or cancel it) any later than 12
noon Sydney time on the day before the
previous effective date advised.
Monday, 20 August 2018
3.2 Date of+security holder meeting
Same date as provided in Q2.2.
Wednesday, 15 August 2018
3.3 Last day for trading in pre-
reorganised+securities
COURT APPROVAL:This is the+business
day the entity lodges the court order with
ASIC and tells ASX –+business day 0 in the
timetable.
NO COURT APPROVAL:This is the
+business day after+security holders
approve the reorganisation –+business day
1 in the timetable.
ALL:Please note that the last day of
trading cannot be changed (even to
postpone it) any later than 12 noon Sydney
time on the day before the previous
effective date advised.
Thursday, 16 August 2018
3.4 Effective date
Trading in the re-organised
+securities “ex-reorganisation”
commences on a deferred
settlement basis. If the+entity’s
+securities are suspended from
trading during this period there will
be no+deferred settlement trading
however ASX still captures this
date.
COURT APPROVAL:This is the+business
day after the entity lodges the court order
with ASIC and tells ASX –+business day 1
in the timetable.
NO COURT APPROVAL:*This is the
second+business day after+security
holders approve the reorganisation –
+business day 2 in the timetable.
Friday, 17 August 2018
  • See chapter 19 for defined terms 7 March 2016

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Notification of reorganisation of
capital –+Security consolidation or split
ALL:Please note that the+record date and
effective date cannot be changed (even to
postpone it or cancel it) any later than 12
noon Sydney time on the day before the
previous effective date advised.
3.5 +Record date
Same as Q3.1 above.
Monday, 20 August 2018
3.6 First day for entity to send notices
to+security holders of the change
in the number of+securities they
hold. First day for entity to register
+securities on a post reorganised
basis
COURT APPROVAL:This is the day after
the+record date –+business day 3 in the
timetable.
NO COURT APPROVAL:This is the day
after the+record date –+business day 4 in
the timetable.
Tuesday, 21 August 2018
3.7 +Issue date.+Deferred settlement
market ends. Last day for entity to
send notices to+security holder of
the change in the number of
+securities they hold. Last day for
+entity to register+securities on a
post-reorganised basis
COURT APPROVAL:This is five
+business days after the+record date –
+business day 7 in the timetable.
NO COURT APPROVAL:This is five
+business days after the+record date –
+business day 8 in the timetable.
ALL:*Please note that the+issue date
cannot be changed (even to postpone it)
any later than 12 noon AEST on the
previous+issue date advised.
Monday, 27 August 2018
3.8 Trading starts on a normal T+2
basis
COURT APPROVAL:This is six+business
days after the+record date and the
+business day after+issue date –+business
day 8 in the timetable.
NO COURT APPROVAL:This is six
+business days after the+record date and
the+business day after+issue date –
+business day 9 in the timetable.
Tuesday, 28 August 2018
3.9 First settlement of trades
conducted on a deferred
settlement basis and on a normal
T+2 basis
COURT APPROVAL:This is eight
+business days after+record date and two
+business days after T+2 trading starts
+business day 10 in the timetable.
NO COURT APPROVAL:This is eight
+business days after+record date and two
+business days after T+2 trading starts –
+business day 11 in the timetable.
Thursday, 30 August 2018

Amended 07/03/16

  • See chapter 19 for defined terms 7 March 2016

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 4 – reorganisation type and details

Question
No.
Question Answer
4.1 *The reorganisation is
Please select one. If “consolidation”
please answer Q4.1a, if “split” please
answer Q4.1b.
 +Security consolidation
Ad +Security split
4.1a Consolidation ratio
Ratios may only be expressed as whole
numbers. Fractional ratios will need to
be multiplied up to a whole number (for
example 1:1.5 should be expressed as
2:3). Where you consolidate five
+securities into one+security, the answer
above is 5.00 (pre-consolidation)
+securities will be consolidated into 1.00
(post-consolidation)+security. To
consolidate three+securities into two
+securities, the answer above is 3.00
(pre-consolidation)+securities will be
consolidated into 2.00 (post-
consolidation)+securities.
ALL:*Please note that the ratio
(multiplier or divisor) cannot be changed
any later than 12 noon Sydney time on
the day before the previous effective
date advised.
The+securities will be consolidated on the basis that
every 15 (pre-consolidation)+securities will be
consolidated into 1 (post-consolidation)+security
4.1b Split ratio
Ratios may only be expressed as whole
numbers. Fractional ratios will need to
be multiplied up to a whole number (for
example 1:1.5 should be expressed as
2:3). Where you split each+security into
five, the answer above is every 1.00
(pre-split)+security will be divided into
5.00 (post-split)+securities. To divide
each two+securities into three
+securities the answer is 2.00 (pre-split)
+securities will be divided into 3.00 (post-
split)+securities.
ALL:*Please note that the ratio
(multiplier or divisor) cannot be changed
any later than 12 noon Sydney time on
the day before the previous effective
date advised.
N/A
4.2 *Scrip fraction rounding:
Please select the appropriate
description regarding how fractions will
be handled. If you do not have a
rounding policy please choose
“Fractions rounded down to the nearest
whole number or fractions disregarded”.
Fractions rounded up to the next whole number
_Ad_Fractions rounded down to the nearest whole
number or fractions disregarded
_Ad_Fractions sold and proceeds distributed
_Ad_Fractions of0.5 and overrounded up
_Ad_Fractionsover 0.5rounded up
  • See chapter 19 for defined terms 29 June 2015

Page 7

This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 5 –[+] Securities on issue before and after reorganisation

_Achange to _ the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”. the terms or price of +convertible securities should be advised in Part 6 – “Further information”.
Question
No.
Question Answer
5.1 *+Securities on issue before and after the reorganisation
Please confirm the number of the entity’s+securities on issue before and after the reorganisation. Please note
Listing Rule 7.21 in respect of+convertible securities, Listing Rules 7.22.1, 7.22.2 in respect of options and
Listing Rule 7.24 in respect of partly paid+securities. If an estimate is provided please provide the actual
amounts as soon as reasonably practicable and no later than the+issue date.
ASX
+security
code
ASX+security
description
Quoted/
unquoted
Number on issue
before
reorganisation
Number on issue
after
reorganisation
Estimate/
Actual
VXR Fully paid
ordinaryshares
Quoted 3,598,434,663 239,895,642 Estimate
N/A Options
expiring 31
August2018
Unquoted 174,626,992 11,641,799 Estimate
N/A Performance
rights
Unquoted 28,215,600 1,881,041 Estimate
5.2 *Exercise price of options
Please confirm the exercise price of options on issue before and after the reorganisation. Please note Listing
Rule 7.21 in respect of+convertible securities, and Listing Rules 7.22.1, 7.22.2 in respect of options.
ASX
+security
code
ASX+security
description
Quoted/
unquoted
Currency Exercise price
before
reorganisation
Exercise price after
reorganisation
N/A Options
expiring 31
August 2018
Unquoted AUD $0.03 $0.45
5.3 *Partly paid+securities affected by the reorganisation
Please confirm the effect of the reorganisation on “paid to” and “unpaid” amounts for partly paid+securities on
issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of+convertible securities and
Listing Rule 7.24 in respect of partly paid+securities. If there is more than one+security please include the
additional+securities.
ASX
+security
code
ASX
+security
description
Quoted/
unquoted
Currency Paid up
amount
before re-
organisation
Paid up
amount
after re-
organisation
Unpaid
amount
before re-
organisation
Unpaid
amount after
re-
organisation
N/A
  • See chapter 19 for defined terms 29 June 2015

Page 8

This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 6 – Further Information

Question
No.
Question Answer
6.1 Further information relating to
the reorganisation
Please provide any further information
relating to this reorganisation.
N/A

Introduced 22/09/14

  • See chapter 19 for defined terms 29 June 2015

Page 9