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FAR LIMITED — Share Issue/Capital Change 2016
May 26, 2016
64899_rns_2016-05-26_b673dbc6-1dda-4cdd-ab21-8ba117acb153.pdf
Share Issue/Capital Change
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27 May 2016
Exercise of unlisted options
FAR Limited (ASX: FAR) wishes to announce the issue of shares in relation to the exercise of unlisted options. The attached company documents reflect the exercise of the unlisted options which occurred today.
For more information please contact
FAR Limited
Peter Thiessen Company Secretary
Level 17, 530 Collins Street Melbourne VIC 3000 Australia www.far.com.au
T: +61 3 9618 2550 F: +61 3 9620 5200 E: [email protected]
Media enquires Ian Howarth Collins Street Media
T +61 3 9600 1979
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
FAR Ltd
ABN
41 009 117 293
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 Fully Paid Ordinary Shares issued 2 Number of[+] securities issued or to 48,000,000 be issued (if known) or maximum number which may be issued
3 Principal terms of the[+] securities Exercise of unlisted options (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)
- 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 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 |
Yes |
|---|---|
| 48,000,000 @ $0.044 cents per share | |
| Exercise of unlisted options | |
| No | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
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. 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable) |
N/A | |
|---|---|---|
| N/A | ||
| N/A | ||
| N/A | ||
| N/A | ||
| 27 May 2016 | ||
| Number | +Class | |
| 4,311,797,604 | Ordinary Shares |
- See chapter 19 for defined terms.
Appendix 3B Page 3
04/03/2013
Appendix 3B New issue announcement
Number +Class 9 Number and[+] class of all[+] securities 68,000,000 Options – exercisable at not quoted on ASX ( including the 10.0 cents, expiry date +securities in section 2 if applicable) 1 June 2018 21,425,000 Performance Rights – expiry 31 January 2021 10 Dividend policy (in the case of a N/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. 19 Closing date for receipt of acceptances or renunciations |
N/A |
|---|---|
| N/A | |
| 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
Appendix 3B New issue announcement
| 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? |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 5
04/03/2013
Appendix 3B New issue announcement
- 32 How do security holders dispose of their entitlements (except by sale through a broker)?
N/A
- 33 +Issue date
N/A
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 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
Appendix 3B New issue announcement
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)
Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 7
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.
Sign here: ............................................................ Date: 27 May 2016 Company Secretary
Print name: Peter Thiessen
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
04/03/2013
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
| Name of entity: | FAR LTD |
|---|---|
| ABN: | 41 009 117 293 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Benedict James Murray Clube |
|---|---|
| Date of last notice | 20 May 2016 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Ordinary Shares:
| Direct or indirect interest | Direct & Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Miss E Loader & Mr B Clube Superannuation Fund a/c> Trustee and beneficiary |
| Date of change | 27 May 2016 |
| No. of securities held prior to change | Direct – 10,000,00 Indirect – 1,500,000 |
| Class | Ordinary shares |
| Number acquired (direct) | Direct - 12,000,000 |
| Number disposed | N/a |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.044 per option exercised |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | Direct - 22,000,000 Indirect - 1,500,000 Total- 23,500,000 |
|
|---|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Exercise of options |
Options and Performance Rights:
| Direct or indirect interest | Direct |
|---|---|
| Date of change | 27 May 2016 |
| No. of securities held prior to change | Unlisted Options - 20,000,000 Unlisted Performance Rights – 3,090,000 |
| Class | Unlisted Options Unlisted Performance Rights |
| Number acquired | N/a |
| Number disposed (direct) | Unlisted options - 12,000,000 |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
nil |
| No. of securities held after change | Unlisted Options– 8,000,000 Unlisted Performance Rights – 3,090,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Exercise of options |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/a |
|---|---|
| Nature of interest | N/a |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Name of registered holder (if issued securities) |
N/a |
|---|---|
| Date of change | N/a |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/a |
| Interest acquired | N/a |
| Interest disposed | N/a |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/a |
| Interest after change | N/a |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/a |
| If prior written clearance was provided, on what date was this provided? |
N/a |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
| Name of entity: | FAR LTD |
|---|---|
| ABN: | 41 009 117 293 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Nicholas James Limb |
|---|---|
| Date of last notice | 27 November 2015 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Ordinary Shares:
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
a) Fountain Oaks Pty Ltd Fund A/C> b) Mishkan Pty Ltd |
| Date of change | N/a |
| No. of securities held prior to change | a) 34,200,366 b) 707,773 |
| Class | Fully paid ordinary shares |
| Number acquired | a) Nil b) Nil |
| Number disposed | a) Nil b) Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
a) N/a b) N/a |
| No. of securities held after change | a) 34,200,366 b) 707,773 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
a) N/a b) N/a |
|---|---|
Ordinary Shares:
| Direct or indirect interest | Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
N/a |
| Date of change | 27 May 2016 |
| No. of securities held prior to change | Nil |
| Class | Fully paid ordinary shares |
| Number acquired | 5,000,000 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.044 per option exercised |
| No. of securities held after change | 5,000,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Exercise of options |
Options over unissued ordinary Shares:
| Direct or indirect interest | Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
N/a |
| Date of change | 27 May 2016 |
| No. of securities held prior to change | 5,000,000 options |
| Class | Options over unissued ordinary shares |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
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Appendix 3Y Change of Director’s Interest Notice
| Number acquired | Nil |
|---|---|
| Number disposed | 5,000,000 |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | Nil |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Exercise of options |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/a |
|---|---|
| Nature of interest | N/a |
| Name of registered holder (if issued securities) |
N/a |
| Date of change | N/a |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/a |
| Interest acquired | N/a |
| Interest disposed | N/a |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/a |
| Interest after change | N/a |
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed above traded during a[+] closed period where prior written clearance was required?
No
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/a |
|---|---|
| If prior written clearance was provided, on what date was this provided? |
N/a |
- See chapter 19 for defined terms.
Appendix 3Y Page 4
01/01/2011