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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Capital/Financing Update 2011

Aug 25, 2011

64819_rns_2011-08-25_ac7024ff-39a8-473f-b49d-a6db254a5d2f.pdf

Capital/Financing Update

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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Environmental Clean Technologies Limited

ABN

28 009 120 405

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 1. Ordinary Shares(ASX Code: ESI) issued 2. Options (ESIO) 2 Number of[+] securities issued or to 1. 634,605,897 Ordinary Shares be issued (if known) or maximum 2. 317,302,948 Options number which may be issued 3 Principal terms of the[+] securities 1. Fully Paid Ordinary Shares ranking (eg, if options, exercise price and equally with existing Ordinary Shares expiry date; if partly paid 2. Listed Options exercisable at 2.0¢ on or +securities, the amount outstanding before 16 January 2014 and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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
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)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
Yes, , the New Shares and New Options will
ranks equally with the existing ESI and ESIO
securities respectively
Yes, , the New Shares and New Options will
ranks equally with the existing ESI and ESIO
securities respectively
1. ESI $0.006 per Ordinary Shares
2. ESIO Nil.
The intended use of the funds raised by the
Offer, is to:
• complete Phase 1 of the Design for Tender in
respect of the Proposed Coldry Production
Plant.;
• fund the net cash loss between the cost of
producing, and the revenue derived from, the
2,000 tonnes of Coldry BCE to be used by
Datang in the Test Burn;
• meet short-term, working capital requirements
in respect of the Test Burn; and
• meet operational expenditure in respect of the
on-going
development
of
the
Coldry
Technology and theMATMOR Technology.
Wednesday, 5 October 2011
Number +Class
1,586,514,742
836,442,485
Ordinary shares (ESI)
Listed
Options
exercisable
at
approximately 2.0¢ on
or before 16 January
2014(ESIO)
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

Number
+Class
9
Number and+class of all
+securities not quoted on
ASX
(including
the
securities in clause 2 if
applicable)
~2.8
Unsecured Convertible Notes with a total
face value of US$646,055 (A$596,112)
convertible into ordinary shares based on
the average of the three lowest Volume
Weighted Average Prices during the 15
trading days prior to the date of conversion
of part or all of the Convertible Note in
accordance with the terms and conditions
as previously advised. All Convertible
Notes have a maturity date of 2 November
2013 if not converted beforehand.
708,306
Options exercisable at 5.59 cents each
and expiring on 25 Sept 2011
794,806
Options exercisable at 4.04 cents each
and expiring on 8 Oct 2011
962,106
Options exercisable at 3.795 cents each
and expiring on 17 November 2011
360,999
Options exercisable at 3.12 cents each
and expiring on 23 December 2011
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
None
Number Number +Class
~2.8 Unsecured Convertible Notes with a total
face value of US$646,055 (A$596,112)
convertible into ordinary shares based on
the average of the three lowest Volume
Weighted Average Prices during the 15
trading days prior to the date of conversion
of part or all of the Convertible Note in
accordance with the terms and conditions
as previously advised. All Convertible
Notes have a maturity date of 2 November
2013 if not converted beforehand.
708,306 Options exercisable at 5.59 cents each
and expiring on 25 Sept 2011
794,806 Options exercisable at 4.04 cents each
and expiring on 8 Oct 2011
962,106 Options exercisable at 3.795 cents each
and expiring on 17 November 2011
360,999 Options exercisable at 3.12 cents each
and expiring on 23 December 2011
None

Part 2 - Bonus issue or pro rata 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?
No
Non-renounceable
2 New Shares for every 3 Shares and
Subscribers for New Shares will also receive,
at no cost, 1 New Option for every 2 New
Sharesissued to them.
Fully paid ordinary shares
Monday 5 September 2011
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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.
19
Closing
date
for
receipt
of
acceptances or renunciations
Rounded up.
France, Hong Kong, Hungary, Indonesia,
Japan, Netherlands, Singapore, Switzerland,
Thailand, UK and USA and any other country
other than Australia and New Zealand
Tuesday 27 September 2011
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

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 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?
The Offer is partially underwritten by Mr Iain
McEwin. Mr McEwin has agreed to subscribe
for New Shares up to the value of $100,000 to
beissued underany Shortfall
Mr McEwin is not entitled to an underwriting
fee.
None

N/A
5%
The Directors may offer an additional brokerage fee
of 5% of the aggregate issue price of any
substantial Shortfall placed to holders of AFSLs.
N/A
Tuesday 6 to Friday 9 September 2011
No entitlement to Option holders
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)?

33 +Despatch date

Wednesday 5 October 2011

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)

NOT A NEW CLASS OF SECURITIES TO BE LISTED AND BOX 34(b) NOT TICKED SO QUESTIONS 35 to 42 NOT APPLICABLE

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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 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.

Sign here: Company secretary

Date: 26[th] August 2011 Print name: John Osborne

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7