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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Capital/Financing Update 2014
Jul 8, 2014
64819_rns_2014-07-08_2cd644d2-c002-411a-8e33-cafa0e5e86a8.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 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
Name of entity
Environmental Clean Technologies Limited ( Company )
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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued |
Options to acquire fully paid ordinary shares (ESIOA). |
|---|---|
| A maximum of approximately 1,396,172,364 ESIOA pursuant to a new issue (New Issue) described in the ASX Announcement lodged with ASX on 30 June 2014. The exact number of ESIOA to be issued pursuant to the New Issue is not known as at the date of this Appendix 3B as that number will depend on the applications received at the closingdate of the Offer. |
- See chapter 19 for defined terms.
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Appendix 3B Page 1
Appendix 3B New issue announcement
3 Principal terms of the +securities (e.g. if options, An ESIOA entitles the holder to exercise exercise price and expiry date; the option for a fully paid ordinary share if partly paid[+] securities, the (ESI) in the Company ( Share ) for a price of amount outstanding and due 0.9 cents. The ESIOAs expire at 5.00 pm dates for payment; if +convertible securities, the on 31 July 2017. conversion price and dates for conversion)
- See chapter 19 for defined terms.
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| 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 |
ESIOAs are not an existing class of Securities and do not rank equally with shares. The Shares issued pursuant to the exercise of the ESIOAs will rank equally with existing Shares. |
|---|---|
| The ESIOAs will be issued to eligible applicants resident in Australia and New Zealand for 0.1 cent consideration per Option. |
|
| If fully subscribed a maximum of $1.4 million will be raised from the issue of ESIOA. Funds raised from the exercise of the ESIOAs will be used for working capital purposes and to pay the Company’s ongoing liabilities. |
|
| No | |
- See chapter 19 for defined terms.
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Appendix 3B Page 3
| 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. 6h 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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) |
||
|---|---|---|
| 7.1 remaining capacity is 325,227,263 and 7.1A capacity is 198,299,656. |
||
| 6 August 2014 | ||
| Number | +Class | |
| 2,186,700,273 | Ordinary Shares |
- See chapter 19 for defined terms. Appendix 3B Page 4
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| 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 |
|---|---|---|
| 20,000,000 | Unlisted options exercisable at 5.0 cents each and expiring on 14 December 2014 |
|
| $525,000 | The balance of the strategic deliverable bond and convertible into fully paid ordinary shares ranking equally with existing Ordinary Shares, consisting of: 1. $50,000 Bond unpaid and available to the Company (ref ASX announcement 22/11/13; and 2. $475,000 paid and convertible into shares. Refer to ASX Announcements of 21 November 2012 and 5 July 2013 in relation to Bond details. |
|
| None |
Part 2 - Pro rata issue
Not applicable
- See chapter 19 for defined terms.
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Appendix 3B Page 5
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)
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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]
-
See chapter 19 for defined terms. Appendix 3B Page 6
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Entities that have ticked box 34(b)
38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A 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 +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the +securities in clause 38)
- See chapter 19 for defined terms.
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Appendix 3B Page 7
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.
Sign here:
............................................................ Date: 9 July 2014
Company secretary
Print name: Adam Giles
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
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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
==> picture [415 x 381] intentionally omitted <==
----- Start of picture text -----
Insert number of fully paid [+] ordinary 1,824,318,131
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 343,863,623
• 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
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 0
securities cancelled during that 12 month
period
“A” 2,168,181,754
----- End of picture text -----
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 9
Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 325,227,263 |
| 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 |
0 |
| “C” | 0 |
| 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 |
325,227,263 |
| Subtract“C” Note: number must be same as shown in Step 3 |
0 |
| Total[“A” x 0.15] – “C” | 325,227,263 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
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Part 2
| Part 2 | 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 |
|
| “A” Note: number must be same as shown in Step 1 of Part 1 |
2,168,181,754 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 216,818,175 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber 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 |
18,518,519 on 2 June 2014 |
| “E” | 18,518,519 |
- See chapter 19 for defined terms.
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Appendix 3B Page 11
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
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 |
216,818,175 |
| Subtract“E” Note: number must be same as shown in Step 3 |
18,518,519 |
| Total[“A” x 0.10] – “E” | 198,299,656 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
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