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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Capital/Financing Update 2017

Jun 19, 2017

64819_rns_2017-06-19_0fdc0ef7-822f-4146-81f9-156c78365c33.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 Options to acquire Fully Paid Ordinary Shares (ESIOC). issued

2 Number of[+] securities issued or to be Approximately 743,519,773 ESIOC pursuant to a bonus issued (if known) or maximum number issue ( Bonus Issue ) described in the ASX which may be issued Announcement lodged with ASX on 19 June 2017.

The exact number of ESIOC to be issued pursuant to the Bonus Issue is not known as at the date of this Appendix 3B as that number will depend on the reconciliation of shareholder entitlements as at 5.00 pm on 21 July 2017 ( Record Date ).

  • 3 Principal terms of the[+] securities (e.g. An ESIOC entitles the holder to exercise the option for a if options, exercise price and expiry fully paid ordinary share (ESI) in the Company ( Share ) date; if partly paid[+] securities, the for a price of 4.5 cents. The ESIOCs expire at 5.00 pm amount outstanding and due dates for on 31 July 2019. payment; if[+] convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

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
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)
ESIOC’s are not an existing class of Securities and do not
rank equally with shares.
The Shares issued pursuant to the exercise
of the ESIOC’s will rank equally with existing Shares.
The ESIOCs will be issued to shareholders resident in
Australia and New Zealand as at the Record Date, on a 1
for 4basisfor no consideration.
No monies will be raised from the issue of ESIOC.
Funds raised from the exercise of the ESIOC’s will be
used for working capital purposes and to pay the
Company’s ongoing liabilities.
Yes
24/11/2016
NA
NA
NA
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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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)
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)
NA NA
NA
NA
7.1 remaining capacity is 442,361,864 and 7.1A capacity
is 269,907,909.
2 August 2017
Number +Class
2,974,079,091
1,016,807,823
842,142,527
743,519,773

Ordinary Shares (ESI)
Options (ESIOA)
Options (ESIOB)
Options (ESIOC)
Number +Class
170,000,000 Unlisted options
exercisable at 1.5¢,
expiring on 31 July 2018.
None
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Part 2 - Pro rata issue

art 2 - 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?
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
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
No.
Non-renouncable.
One (1) new option (ESIOC) for every four (4) shares
(ESI)held ontherecord date
ESIOC options per description in Part 1.
21 July 2017
No.
Where fractions arise in the calculation of entitlements,
they will be rounded to the nearest whole number, with a
fractionof0.5 beingrounded up.
All countries other than Australia and New Zealand.
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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?
32
How do+security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Despatch date
N/A
22 June 2017
N/A
N/A
N/A
N/A
N/A
2 August 2017
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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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
+quotation is sought
39
+Class of+securities for which
quotation is sought
40
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
41
Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another+security, clearly identify
that other+security)
42
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the+securities in clause
38)
N/A
N/A
N/A
N/A
Number +Class
N/A N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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: 19 June 2017 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

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
Insertnumber of fully paid+ordinary securities
on issue 12 months before the+issue date or
date of agreement to issue
2,733,211,506
Addthe following:
• 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
08/09/16 5,555,556 (ESIOA exercise)
26/10/16 6,427,223 (ESIOA exercise)
26/10/16 33,333 (ESIOB exercise)
4/10/16
15,888,889 (ESIOA exercise)
11/11/16 13,888,889 (ESIOA exercise)
18/11/16 13,000,000 (ESIOA exercise)
18/11/16 81,667 (ESIOB exercise)
22/11/16 9,000,000 (ESIOA exercise)
23/11/16 9,263,010 (ESIOA exercise)
22/2/17
12,160,417 (ESIOA exercise)
22/2/17
119,767 (ESIOB exercise)
10/3/17
7,466,667 (ESIOA exercise)
10/3/17
44,444 (ESIOB exercise)
15/3/17
8,500,000 (ESIOA exercise)
15/3/17
20,000 (ESIOB exercise)
3/4/17
31,000,000 (ESIOA exercise)
3/4/17
50,000 (ESIOB exercise)
18/4/17
35,000,000 (ESIOA exercise)
24/4/17
10,555,556 (ESIOA exercise)
24/4/17
27,500 (ESIOB exercise)
9/5/17
(25,000,000) (reversal of ESIOA ex)
9/5/17
15,000,000 (ESIOA exercise)
9/5/17
500,000 (ESIOB exercise)
29/5/17
12,200,000 (ESIOA exercise)
29/5/17
84,667 (ESIOB exercise)
31/5/17
35,000,000 (ESIOA exercise)
Total
215,867,585
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
0
“A” 2,949,079,091
  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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 0.15 442,361,864
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
442,361,864
Subtract“C”
Note: number must be same as shown in Step 3
Nil
Total[“A” x 0.15] – “C” 442,361,864
[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

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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
2,949,079,091
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 294,907,909
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
23/11/16 25,000,000 (ESI)
“E” 25,000,000
  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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
294,907,909
Subtract“E”
Note: number must be same as shown in Step 3
25,000,000
Total[“A” x 0.10] – “E” 269,907,909
Note: this is the remaining placement capacity under
rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013