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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.

04/03/2013

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.

Appendix 3B Page 2

04/03/2013

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.

04/03/2013

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

04/03/2013

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.

04/03/2013

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

04/03/2013

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.

04/03/2013

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

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

==> 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

04/03/2013

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.

04/03/2013

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

04/03/2013