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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Capital/Financing Update 2014

Feb 6, 2014

64819_rns_2014-02-06_91c65e05-135f-457e-99af-50644daeaa2f.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

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



3
Principal terms of the+securities
(e.g. if options, exercise price
and expiry date; if partly paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Ordinary Shares (ASX code: ESI)
75,000
Fully Paid Ordinary Shares ranking equally
with existing Ordinary Shares


  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes, the new shares will rank equally with respects from the[+] issue date with an existing ESI securities 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 $1,500 6 Purpose of the issue Exercise of options (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that Yes. 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 29 November 2013 resolution under rule 7.1A was passed 6c Number of[+] securities issued without Nil security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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.
Nil
75,000
N/A
N/A
7.1 remaining capacity is 316,893,930 and
7.1A capacity is 212,262,620.
15 January 2014
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement



8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
+securities
in
section 2 if applicable)





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
2,112,626,197 Ordinary Shares (ESI)
Number +Class
20,000,000




$725,000
Unlisted options
exercisable at 5.0 cents
each and expiring on 14
December 2014

The balance of the
strategic deliverable
bond and convertible
into fully paid ordinary
shares ranking equally
with existing Ordinary
Shares. Refer ASX
Announcements of 21
November 2012 and 5
July 2013.
None
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

Not applicable

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 applicable

Entities that have ticked box 34(b)

Not applicable

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.

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

  • 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: 7 February 2014

Company secretary

Print name: Adam Giles

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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 403] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 1,617,274,308
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 334,442,514
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary Nil
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 Nil
securities cancelled during that 12 month
period
“A” 2,112,626,197
----- End of picture text -----

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Appendix 3B
New issue announcement


Appendix 3B
New issue announcement


Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 316,893,930
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
Nil
“C” Nil
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
2,112,626,197 x 0.15 = 316,893,930
Subtract“C”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.15] – “C” 316,893,930
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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” 2,112,626,197 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 211,262,620 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued Nil 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 “E” Nil

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Appendix 3B
New issue announcement


Appendix 3B
New issue announcement


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
211,262,620
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 211,262,620
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013