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EXCITE TECHNOLOGY SERVICES LTD Share Issue/Capital Change 2016

Jan 5, 2016

64894_rns_2016-01-05_e7fd3bd6-0ff3-462a-aa62-06946c163e39.pdf

Share Issue/Capital Change

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ASX ANNOUNCEMENT | COVATA LIMITED

1) Covata Appoints MZ Group as its Global Investor Relations Advisor

Sydney – 6 January 2016 – Covata Limited (ASX:CVT) (the “Company” or “CVT”) today announced that it has appointed international IR specialists MZ Group (“MZ”) to enhance the Company’s public presence in key global markets.

Covata welcomes its partnership with MZ Group, the largest independent IR firm in the world, which will be focused on increasing the Company’s visibility amongst Investors primarily in the United States, Europe and Asia. This structured global campaign will be augmented by Covata’s recent business success and high profile partnerships in these regions.

CVT has independently built a strong presence in Australia and increasingly offshore, bringing leading global fund manager Fidelity onto the register at the end of November 2015. MZ is the next evolution for international investor awareness.

MZ has six offices across North America and a strong presence in Asia with offices in Taipei and Hong Kong. Additionally, the Company has extensive industry relationships with investors throughout Europe including key financial hubs in the UK and Germany.

With their stringent client approval process, stocks the firm represent are well respected within the international market. As a result, MZ has developed a stellar reputation as a premier resource for institutional investors, brokers, analysts and private investors.

Ted Haberfield, President for MZ North America, and the MZ Group team will be advising the Company in all facets of corporate and financial communications. MZ will support Covata in executing virtual webinars and in-person roadshows in key cities as well as building brand awareness in financial media.

Trent Telford, Covata CEO said, “After a highly successful first year of being a public company we have decided to partner with MZ Group to continue to expand and strengthen our global investor relations program. MZ Group provides the reach and established track record we need to develop relationships with the retail and institutional investors who are now rapidly entering the cyber-security sector.”

“The Company is entering 2016 with energy and a strong commitment to our global investor relations, sales and marketing goals. We are focused on maximising value for our shareholders and introducing CVT to a larger institutional investor base, along with executing on our business pipeline.”

Matthew Hayden, Chairman of MZ Group North America, said of the signing, “Covata’s approach to security is unique in that its enterprise class solution enables security for data no matter where it goes, how it travels or where it is stored."

©2016 Covata Limited or its affiliates

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“Unlike popular security solutions of the past that focus inwardly, securing data once it comes to rest within the organization’s domain, Covata’s solution is also outward facing; extending protection, control and visibility past the perimeter boundaries. In 2015 Covata signed a ten-year global licence agreement with Cisco, and recently won a deal to roll out their product to one of Germany’s largest insurance companies, along with sales to many telcos and government agencies. Covata is poised to ramp development of its technologies to address the emerging global threat of cyber-security. We look forward to helping them with all aspects of their corporate communications and investor relations needs."

Covata has agreed to issue 250,000 ordinary CVT shares to MZ Group in two tranches. 125,000 ordinary CVT shares have been issued upon MZ Group’s appointment and the firm has agreed to enter into a six month voluntary escrow on this tranche. The Company will issue a further 125,000 ordinary CVT shares nine months after the initial engagement date, conditional upon the agreement continuing to the Company’s satisfaction into the second half of 2016.

2) Sale of CEO Shares

Further to the Company’s announcement on 10 December 2015, the Company advises that its Chief Executive Officer has completed the sale of a parcel of shares with a further 552,199 ordinary fully paid shares sold.

On a fully diluted basis, the shares sold represent approximately 3.2% of Mr Telford’s total equity interests in the Company. Approximately 93.5% of Mr Telford’s remaining equity interests remain escrowed until 10 November 2016. Accordingly, Mr Telford remains fully committed to the Company and building shareholder value.

Media and Investor Relations:

Nikki Parker

Covata

Vice President Corporate Communications, Growth & IR

+1 (571) 353-4273 [email protected]

Ted Haberfield

MZ Group

President – MZ North America

+1 (760) 755-2716

[email protected]

©2016 Covata Limited or its affiliates

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About Covata

Covata enables true ownership and control over your data in the cloud and over mobile services. We deliver data-centric security solutions without compromising simple usability, providing true end-to-end security. Your data is always protected wherever it may travel – inside your network, beyond the domain, to mobile devices and to the cloud – with granular access controls that extend to external users, view-only restrictions, real-time revocation and complete visibility and auditability.

Own Your Data, control your data and choose where it is stored – with complete assurance that it is protected and secure. For further information please visit Covata.com.

About MZ Group

MZ, founded in 1999, combines capital markets intelligence, global investor targeting, IR technology, corporate governance, media and corporate communication and IR consulting, providing comprehensive programs that successfully build and manage shareholder value. With a team of highly experienced senior professionals and an integrated service portfolio, MZ ensures that companies are provided with the right tools and strategies to interact effectively with the investment community and the media, successfully conveying the investment message. MZ's market intelligence, advisory and tactical support activities for investor relations and corporate communications programs are underpinned by a comprehensive IT infrastructure, allowing companies to rapidly achieve global standards of best practices. For more information, please visit www.mzgroup.us.

©2016 Covata Limited or its affiliates

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

COVATA LIMITED

ABN

61 120 658 497

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 (a) No new issue, movement of be issued employee loan plan shares to quoted class. (b) Ordinary fully paid shares. 2 Number of[+] securities issued or (a) 210,000. to be issued (if known) or maximum number which may be (b) 125,000. issued 3 Principal terms of the[+] securities (a) Ordinary fully paid shares. (e.g. if options, exercise price and expiry date; if partly paid (b) Ordinary fully paid shares. +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

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
(a) Yes.
(b) Yes.
(a)
Not
applicable.
No
new
issue,
movement of employee loan plan
shares to quoted class.
(b)
No cash consideration. Issued to
consultant
in
connection
with
appointment as investor relations
advisor (refer to ASX announcement
6 January 2016).
(a)
Not
applicable.
No
new
issue,
movement of employee loan plan
shares to quoted class.
(b)
Issued to consultant in connection
with
appointment
as
investor
relations advisor.
No.
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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)
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.
Not applicable.
Not applicable.
Not applicable.
Not applicable.

Not applicable.
Not applicable.
Not applicable.
6 January 2016.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
Number +Class
441,915,665 Ordinary shares
(excludes
restricted
ordinary
shares
&
employee share loan
plan
shares

see
item 9)
9
Number and+class of all
+securities not quoted
on ASX (_including_the
+securities in section 2 if
applicable)
Number +Class
10,203,138
10,499,872
860,000
3,525,000
Ordinary, escrowed for
24 months from date of
reinstatement
to
quotation (CVTAD)
Employee share loan
plan shares (ordinary,
employee
incentive
scheme
shares)
(CVTAG)
Employee share loan
plan shares (ordinary,
employee incentive
scheme shares) which
are also escrowed for
24 months from the
date of reinstatement
to quotation (CVTAL)
Options exercisable at
AUD$0.2933 expiring 9
March
2016
(CVTAH/AF)
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

8,954,687
15,000,000
1,737,500
500,000
1,823,917
38,240,979
500,000
100,000
300,000
Options exercisable at
USD$0.1467 expiring 31
October
2019
(CVTAH/AF)
Options exercisable at
AUD$0.20 expiring 31
October 2019 (CVTAF)
Options exercisable at
AUD$0.20 expiring 22
December
2019
(CVTAH)
Options exercisable at
$0.285,
expiring
10
March 2020 (CVTAH)
Options exercisable at
$0.33,
expiring
12
March 2020 (CVTAH)
Warrants
exercisable
at $0.274 (27.4 cents)
expiring
25
March
2020. The warrants
are
subject
to
the
vesting
conditions
outlined
in
the
Company’s
announcement to ASX
on 20 March 2015.
(CVTAK)
Options exercisable at
$0.53, expiring 10 May
2020
Options exercisable at
$0.47, expiring 20 May
2020
Options exercisable at
$0.24,
expiring
2
November 2020
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

906,994 Options exercisable at $0.33 and expiring on 17 December 2020 1,000,000 Options exercisable at $0.20 and expiring on 30 November 2017 10 Dividend policy (in the Not applicable. case of a trust, distribution policy) on the increased capital (interests)

Part 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 offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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
26
Date entitlement and acceptance
form and offer documents 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?
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable.

  • 33 +Issue date

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)

Additional securities forming a new class of securities

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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

  • 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 8

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

ntities 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)
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Number +Class
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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 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.

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Sign here: ( ~~Director/~~ Joint Company Secretary)

Date: 6 January 2016

Print name: Patrick Gowans

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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

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

Insert number of fully paid [+] ordinary Not applicable
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the 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
Subtract the number of fully paid
+ ordinary securities cancelled during that
12 month period
“A”
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 11

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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
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
“C”
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
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” [Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

Part 2

art 2 art 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
Not applicable
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10
Step 3: Calculate “E”, the amount
7.1A that has already been used
of placement capacity under rule
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
“E”
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013

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ASX ANNOUNCEMENT | COVATA LIMITED

6 January 2016

708A CLEANSING NOTICE

Covata Limited [ASX:CVT] ( the Company ) gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Act ) in compliance with the requirements of section 708A(6) of the Act as follows:

  • (a) On 6 January 2016 the Company issued 125,000 fully paid shares in the Company without disclosure to investors under Part 6D.2 of the Act.

  • (b) As at the date of this notice, the Company has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

  • (ii) the provisions of section 674 of the Act.

  • (c) The Company is not aware of any information required to be disclosed for the purposes of section 708A(6)(e) of the Act, being information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the Listing Rules of the ASX; and

  • (ii) that investors and their professional advisors would reasonably require for the purposes of making an informed assessment of:

    • the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • the rights and liabilities attaching to the ordinary shares of the Company.

An Appendix 3B with respect to the issue has been lodged with ASX.

For and on behalf of Covata Limited

==> picture [111 x 44] intentionally omitted <==

Patrick Gowans

Joint Company Secretary

©2016 Covata Limited or its affiliates