AI assistant
ECHELON RESOURCES LIMITED — Regulatory Filings 2020
Sep 23, 2020
64815_rns_2020-09-23_be2af3f0-af44-4a7f-8e7b-06b9075fc80d.pdf
Regulatory Filings
Open in viewerOpens in your device viewer
Rule 1.14
Appendix 1C
Application for Admission to the ASX Official List (ASX Foreign Exempt Listing)
Name of entity[1]
New Zealand Oil & Gas Limited
| ABN/ARBN ARBN 003 064 962 |
Date of this form |
|---|---|
| ARBN 003 064 962 | 28 August 2020 |
We (the entity named above) apply for admission to the[+] official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing and for[+] quotation of the following[+] securities (or such other number of +securities as we may notify to ASX prior to the commencement of +quotation):
| Number | +Class (quoted only) | |
|---|---|---|
| Estimated maximum number and+class of+securities to be quoted on ASX at the commencement of quotation on ASX |
164,430,718 | Ordinary shares |
By giving this form to ASX, we agree to the matters set out in Appendix 1C of the ASX Listing Rules.
Notes:
1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]”.
2. An entity seeking admission to the official list as an ASX Foreign Exempt Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Foreign Exempt Listing) published on the ASX website.
ASX Listing Rules Appendix 1C (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.
Page 1
Information Form and Checklist
(ASX Foreign Exempt Listing)
| Name of entity New Zealand Oil & Gas Limited |
ABN/ACN/ARBN/ARSN |
|---|---|
| New Zealand Oil & Gas Limited | ARBN 003 064 962 |
We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Note: by giving an Appendix 1C Application for Admission to the ASX Official List (ASX Foreign Exempt Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1C of the ASX Listing Rules).
The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above.
Terms used in this Information Form and Checklist have the same meaning as in the ASX Listing Rules.
Part 1 – Information to be supplied with Appendix 1C
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
All entities – corporate details
| Type of Australian registration number given above (eg ABN, ACN, ARSN or ARBN) |
ARBN |
|---|---|
| Legal entity identifier, if applicable | NZBN: 9429040785714 |
| Place of incorporation or establishment |
New Zealand |
| Date of incorporation or establishment |
12 June 1981 |
| Legislation under which incorporated or established |
Companies Act 1955 (NZ) |
| Address of registered office in place of incorporation or establishment |
Level 1, 36 Tennyson Street, Wellington, 6011, New Zealand |
| Address of registered office in Australia (if any) |
C/- KPMG, Level 38, Tower Three, International Towers Sydney, 300 Barangaroo Avenue, Sydney, New South Wales, 2000, Australia |
| Main business activity | New Zealand Oil & Gas Limited (NZO) is an oil and gas exploration and production company with producing assets and exploration interests in New Zealand, Australia and Indonesia. |
| Country where main business activity is mostly carried on |
New Zealand |
| Home exchange and listing category 1 |
NZX Main Board |
1 Examples: NZX Main Board, Toronto Stock Exchange, NASDAQ
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 1
| Any other exchanges on which the entity is listed |
N/A |
|---|---|
| Street address of principal administrative office |
Level 1, 36 Tennyson Street, Wellington, 6011 , New Zealand |
| Postal address of principal administrative office |
As above |
| Telephone number of principal administrative office |
+64 4 495 2424 |
| E-mail address for investor enquiries | [email protected] |
| Website URL | https://www.nzog.com/ |
All entities – board and senior management details[2]
| Full name and title of chairperson of directors |
Shmuel Kellner, Chairman |
|---|---|
| Full names of all existing directors | • Shmuel Kellner • Andrew William Jefferies • Dr Rosalind Ann Archer • Alastair Douglas McGregor • Roderick David Ritchie • Marco Glynn Argentieri |
| Full names of any persons proposed to be appointed as additional or replacement directors |
N/A |
| Full name and title of CEO/managing director |
Andrew William Jefferies, Managing Director and Chief Executive |
| Email address of CEO/managing director |
[email protected] |
| Full name and title of CFO | Catherine Mary McKelvey, Chief Financial Officer |
| Email address of CFO | [email protected] |
| Full name and title of company secretary |
Paris Crystal Bree, General Counsel |
| Email address of company secretary | [email protected] |
All entities – ASX compliance contact details[3]
Full name and title of ASX contact(s) Paris Crystal Bree, General Counsel
2 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust.
3 Under Listing Rule 1.11 Condition 9, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 2
| Business address of ASX contact(s) | Level 1, 36 Tennyson Street, Wellington 6011, New Zealand |
|---|---|
| Business phone number of ASX contact(s) |
+64 4 495 2411 |
| Mobile phone number of ASX contact(s) |
+64 21 223 8033 |
| Email address of ASX contact(s) | [email protected] |
All entities – investor relations contact details
| Full name and title of person responsible for investor relations |
Paris Crystal Bree, General Counsel |
|---|---|
| Business phone number of person responsible for investor relations |
+64 4 495 2411 |
| Email address of person responsible for investor relations |
[email protected] |
All entities – auditor details
Full name of auditor KPMG, Wellington
All entities – registry details[4]
| All entities – registry details4 | |
|---|---|
| Name of securities registry | Computershare Investor Services Ltd |
| Address of securities registry | Level 2, 159 Hurstmere Road, Takapuna, Private Bag 92119, Auckland, New Zealand |
| Phone number of securities registry | +64 9 488 8777 |
| Fax number of securities registry | +64 9 488 8787 |
| Email address of securities registry | [email protected] |
| Type of subregisters the entity will operate5 |
CHESS and issuer sponsored sub-registers |
| If the entity has or intends to have a certificated subregister for quoted securities, the location of the Australian subregister |
N/A |
All entities – key dates
Annual balance date 30 June
4 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.
5 Example: CHESS and issuer sponsored subregisters.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 3
| Month in which annual meeting is usually held (or intended to be held) 6 |
November |
|---|---|
| Months in which dividends or distributions are usually paid (or are intended to be paid) |
NZO has no current intention to pay dividends in the short to medium term. |
Part 2 – Checklist Confirming Compliance with Admission Requirements
Instructions: please indicate in the “Location/Confirmation” column for each item below where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the entity’s most recent annual report or any subsequent interim report where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.
In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist (other than the 10 copies of the entity’s most recent annual report and any subsequent interim report referred to in item 5) are provided in a folder separated by numbered tabs.
Note that completion of this Checklist is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).
All entities – key supporting documents
N[o] Item Location/Confirmation 1. A copy of the entity’s certificate of incorporation, certificate of registration or Attachment 1 – certificate of other evidence of status (including any change of name) incorporation 2. A copy of the entity’s constitution Attachment 2 – constitution
- Confirmation that the entity is subject to, and complies with, the listing rules Attachment 3 – statement from directors (or their equivalent) of its overseas home exchange (Listing Rule 1.11 Conditions 2 and 3)
6 May not apply to some trusts.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 4
N[o] Item
Location/Confirmation
| 4. Details of any waiver or all or part of any listing rule (or the equivalent) provided by home exchange that will be in effect upon admission (Listing Rule 1.11 Condition 4) 7 5. 10 copies of the entity’s most recent annual report and any subsequent interim report 6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.11 Condition 10) 8 7. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) 8. Please either enter “Confirmed” in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or attach a statement explaining the circumstances and state the location of that statement |
A waiver was granted on 10 February 2020 in respect of rule 5.2.1 of the NZX Listing Rules, which prohibits an issuer from entering into a material transaction with a related party without shareholder approval. NZO acquired a call option in relation to a participating interest in exploration licence WA-409-P (Ironbark II) (Call Option). Ironbark II is currently owned by Cue Energy Resources Limited (Cue) and BP Developments Pty Limited (BP). Exercise of the Call Option will result in NZO entering into a joint operating agreement in respect of Ironbark II with Cue, BP and, possibly, Beach Energy Limited (Beach). Beach also holds a call option to enter into the joint operating agreement in respect of Ironbark II. NZO and Beach are related parties for New Zealand purposes due to their historic relationship of joint ventures. If both NZO and Beach exercised their call options, NZO would be entering into a material transaction with a related party, which would require shareholder approval if not for the NZX waiver. As at the date of this application, the Call Option has not yet been exercised. See further details in Attachment4 – Waiverof NZX LR5.2.1 |
|---|---|
| Attachment 5A – Consolidated Financial Statements 30 June2020 |
|
| Attachment 6 – ASX Online Agreement | |
| Attachment 7 – Specimen certificate/holding statement |
|
| NZO was previously listed on the ASX from 1989, and was removed from the official list of the ASX at the close of trading on 31 May 2016. The decision to delist from ASX was a voluntary decision of NZO. See further details in Attachment 8 – ASX:NZO Announcement Delisting from ASX. |
7 ASX may require details of waivers to be released to the market (see the note to Listing Rule 1.11 Condition 4).
8 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 5
N[o] Item
- Payment for the initial listing fee.[9]
Location/Confirmation ASX to confirm initial listing fee.
All entities – capital structure
-
A table showing the existing and proposed capital structure of the entity, broken down as follows:
-
(a) the number and class of each equity security and each debt security currently on issue; and
-
(b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and
-
(c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list.
Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario.
- For each class of securities referred to in the table mentioned in item 10, the terms applicable to those securities Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid , the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable).
For options to acquire unissued securities, this should state the number outstanding, exercise prices and expiry dates
For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable).
-
(a) Currently on issue: • Ordinary shares: 164,430,718 • Partly paid shares under the Employee Share Ownership Plan: 3,418,000
-
• Options under the New Zealand Oil & Gas Share Option Scheme: 2,832,048
-
(b) Proposed to be issued: • Ordinary shares: 0 • Partly paid shares under the Employee Share Ownership Plan: 0
-
• Options under the New Zealand Oil & Gas Share Option Scheme: 0
-
(c) Resulting total number: • Ordinary shares: 164,430,718 • Partly paid shares under the Employee Share Ownership Plan: 3,418,000
-
• Options under the New Zealand Oil & Gas Share Option Scheme: 2,832,048
-
• Ordinary shares: Attachment 2 – Constitution
-
• Partly paid shares under the Employee Share Ownership Plan: Attachment 9A – Employee Share Ownership Plan Rules
-
• Options under the New Zealand Oil & Gas Share Option Scheme: Attachment 9B – Share Option Scheme Rules
-
If any class of securities which you are seeking to have quoted on ASX will not have CDIs issued over them, please obtain and provide an International Securities Identification Number (ISIN) for that class (ASX is not able to create a new ISIN for non-Australian issuers).
NZNZOE0010S7
9 See Guidance Notes 15 and 15A for the fees payable on the application. Payment can be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:
Bank: National Australia Bank
Account Name: ASX Operations Pty Ltd BSB: 082 057
A/C: 494728375
Swift Code (Overseas Customers): NATAAU3202S
If payment is made by electronic funds transfer, please email your remittance advice to [email protected] or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 6
Location/Confirmation
N[o] Item
All entities – other information
-
A brief history of the entity
-
Details of the entity’s existing activities and level of operations
-
Confirmation that there is no information not already disclosed to the entity’s home exchange that should have been disclosed under the rules of that exchange
NZO was incorporated in 1981 to explore for petroleum in New Zealand, and listed on the NZX Main Board on 28 September 1981. The company listed on ASX in 24 April 1989, but was subsequently voluntarily de-listed at the close of trade on 31 May 2016. NZO holds 50.04% of Cue Energy Resources Limited, an ASX listed company. In 2017, NZO sold two major producing assets (including Kupe gas field) and returned NZ$100 million of capital to shareholders. NZO subsequently repurchased the Kupe gas field, which is a core asset for NZO. In 2018, O.G. Oil & Gas (Singapore) Pte. Ltd. ( OGOG ) undertook a successful partial takeover, and controls approximately 70% of NZO. OGOG sought to take over the remainder of NZO in 2019 via scheme of arrangement, but this did not succeed. NZO has approximately 4,300 shareholders. NZO owns exploration interests offshore New Zealand’s South Island, and onshore production interests in Taranaki basin. Through Cue Energy, NZO also holds production interests in Indonesia and New Zealand, and exploration interests in Indonesia and Australia. See further details in Attachment 5B – Quarterly Report of Activities 30 June 2020. Confirmed.
Entities that are trusts
- Please enter “Confirmed” in the column to the right to indicate that no-one is under an obligation to buy-back units in the trust or to allow a security holder to withdraw from the trust (Listing Rule 1.11 Condition 8(c))
N/A
Entities that do not have a primary listing on NZX Main Board
- A completed Appendix 1C Information Form and Checklist Annexure 1 (Entities that do not have a Primary Listing on the NZX Main Board)[10]
N/A
10 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 7
Location/Confirmation
N[o] Item
Entities that have a primary listing on NZX Main Board
- A completed Appendix 1C Information Form and Checklist Annexure 2 Enclosed (Entities that have a Primary Listing on the NZX Main Board)[11]
Further documents to be provided before admission to the official list
Please note that in addition to the information and documents mentioned above, an entity may be required to provide additional information to ASX under Listing Rule 1.17.
11 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
ASX Foreign Exempt Listing Information Form and Checklist (01/12/19)
Page 8
Information Form and Checklist Annexure 2 (Entities that have a Primary Listing on the NZX Main Board)
Name of entity
New Zealand Oil & Gas Limited
ABN/ACN/ARBN/ARSN
ARBN 003 064 962
This Annexure forms part of the Information Form and Checklist supplied by the entity named above to support its application for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
N[o] Item
Location/Confirmation
All entities
-
For each director or proposed director, the CEO or proposed CEO, and the CFO or proposed CFO (together, “relevant officers”) of the entity at the date of listing,[1 ] a list of the countries in which they have resided over the past 10 years (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)[2]
-
For each relevant officer, a list of any other names or alias they have used in the past 10 years, including any maiden name or married name[3] (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
-
For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
| • | Shmuel Kellner – United States of America |
|
|---|---|---|
| • | Andrew William Jefferies – New | |
| Zealand | ||
| • | Dr Rosalind Ann Archer – New | |
| Zealand | ||
| • | Alastair Douglas McGregor – | |
| Singapore | ||
| • | Roderick David Ritchie – New | |
| Zealand and Austria | ||
| • | Marco Glynn Argentieri – United | |
| States of America | ||
| • | Catherine Mary McKelvey – New | |
| Zealand | ||
| • | Shmuel Kellner – Samuel Kellner | |
| • | Catherine Mary McKelvey – | |
| Catherine Mary Williams | ||
| N/A |
1 If the entity applying for admission to the official list is a trust, references in items 1, 2, 3, 4, 5, 6 and 7 to a relevant officer mean a relevant officer of the responsible entity of the trust.
2 The information referred to in items 1, 2, 3, 4, 5, 6 and 7 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1.11 Condition 11.
3 The sample statutory declaration referred to in item 7 below addresses this requirement. Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 3, 4, 5, and 6 must cover all of the names or aliases the relevant officer has used over that period.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19)
Page 1
N[o] Item
-
For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 3 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration[4] from the relevant officer confirming that fact and that he or she has not been convicted in that country of:
-
(a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of his or her duties as a director or officer of a company or other entity; or
-
(b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced),
-
or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
-
For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 11 and Guidance Note 1 section 3.21)
-
For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 5 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration[5] from the relevant officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
-
A statutory declaration[6] from each relevant officer specifying whether they have used any other name or alias in the past 10 years and confirming that: (a) the relevant officer has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in
| Location/Confirmation | Location/Confirmation | |
|---|---|---|
| Attachment 10 – equivalent national | ||
| criminal history checks or statutory | ||
| declarations for: | ||
| • | Shmuel Kellner – United States of America |
|
| • | Andrew William Jefferies – New | |
| Zealand | ||
| • | Dr Rosalind Ann Archer – New | |
| Zealand | ||
| • | Alastair Douglas McGregor – Singapore (see Attachment 12 - statutory declaration) |
|
| • | Roderick David Ritchie – New | |
| Zealand and Austria (see | ||
| Attachment 12 - statutory | ||
| declaration) | ||
| • | Marco Glynn Argentieri – United | |
| States of America | ||
| • | Catherine Mary McKelvey – New | |
| Zealand | ||
| N/A | ||
| Attachment 11 – equivalent national | ||
| bankruptcy checks for: | ||
| • | Shmuel Kellner – United States of America |
|
| • | Andrew William Jefferies – New | |
| Zealand | ||
| • | Dr Rosalind Ann Archer – New Zealand |
|
| • | Alastair Douglas McGregor – | |
| Singapore | ||
| • | Roderick David Ritchie – New | |
| Zealand and Austria | ||
| • | Marco Glynn Argentieri – United | |
| States of America | ||
| • | Catherine Mary McKelvey – New | |
| Zealand | ||
| Attachment 12 – statutory declarations | ||
| for: | ||
| • | Shmuel Kellner |
4 The sample statutory declaration referred to in item 7 below also addresses this requirement.
5 The sample statutory declaration referred to in item 7 also addresses this requirement. 6
A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19)
Page 2
| NoItem which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the relevant officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the relevant officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director or officer of a listed entity; (d) no listed entity of which he or she was a relevant officer (or, in the case of a listed trust, in respect of which he or she was a relevant officer of the responsible entity of the trust) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the relevant officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the relevant officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.18) Entities applying under the profit test 8. Evidence that the entity is a going concern or the successor of a going concern (Listing Rules 1.11 Condition 6(a) and 1.2.1) 9. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rules 1.11 Condition 6(a) and 1.2.2) 10. Audited accounts for the last 3 full financial years, including the audit reports (Listing Rules 1.11 Condition 6(a) and 1.2.3(a)) 11. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rules 1.11 Condition 6(a) and 1.2.3(b)) 12. A reviewed pro forma statement of financial position, including the review (Listing Rules 1.11 Condition 6(a) and 1.2.3(c))7 13. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million (Listing Rules 1.11 Condition 6(a) and 1.2.4) 14. Evidence that the entity’s profit from continuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $500,000 (Listing Rules 1.11 Condition 6(a) and 1.2.5) |
Location/Confirmation |
|---|---|
| • Andrew William Jefferies • Dr Rosalind Ann Archer • Alastair Douglas McGregor • Roderick David Ritchie • Marco Glynn Argentieri • Catherine Mary McKelvey |
|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
7 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19)
Page 3
| NoItem 15. Is there a statement in the Offer Document that the entity’s directors8have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the Offer Document If so, where is it? If not, please attach such a statement signed by all of the entity’s directors9 (Listing Rule 1.2.6) Entities applying under the assets test 16. Evidence that the entity has: (a) if it is not an investment entity, net tangible assets of at least $4 million (after deducting the costs of fund raising) or a market capitalisation of at least $15 million; (b) if it is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or (c) if it is a pooled development fund, net tangible assets of at least $2 million (Listing Rules 1.11 Condition 6(a), 1.3.1 and 1.3.4) 17. Evidence that the entity’s working capital (as shown in its reviewed pro forma statement of financial position under listing Rule 1.3.5(d)) is at least $1.5 million (Listing Rules 1.11 Condition 6(a) and 1.3.3(c)) 18. Audited accounts for the last 2 full financial years, including the audit reports (Listing Rules 1.11 Condition 6(a) and Listing Rule 1.3.5(a)) 19. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rules 1.11 Condition 6(a) and 1.3.5(b)) 20. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity, audited accounts for the last 2 full financial years for that other entity or business, including the audit reports (Listing Rules 1.11 Condition 6(a) and 1.3.5(c) first bullet point) 21. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity and the last full financial year for that other entity or business ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) from the end of the last full financial year for that other entity or business, including the audit report or review (Listing Rules 1.11 Condition 6(a) and 1.3.5(c) second bullet point) 22. A reviewed pro forma statement of financial position, including the review (Listing Rules 1.11 Condition 6(a) and 1.3.5(d))10 |
Location/Confirmation |
|---|---|
| N/A | |
| Attachment 5A – Consolidated Financial Statements 30 June 2020, page 4 |
|
| Attachment 5A – Consolidated Financial Statements 30 June 2020, page 4 |
|
| • Attachment 5A – Consolidated Financial Statements 30 June 2020 • Attachment 5C – Annual Report 30 June2019 |
|
| N/A | |
| N/A | |
| N/A | |
| Not applicable as NZO is not raising any capital as part of its admissiontoASX |
8 If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.
9 If the entity applying for admission to the official list is a trust, the statement should be signed by all directors of the responsible entity of the trust.
10 Note: the review must be conducted by a registered company auditor or an overseas equivalent of a registered company auditor or independent accountant.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19)
Page 4