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HARRIS TECHNOLOGY GROUP LIMITED — Capital/Financing Update 2003
Jul 24, 2003
65074_rns_2003-07-24_e0eab422-6b81-4100-ab21-bfd50c2877fe.pdf
Capital/Financing Update
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The Swish Group Limited ABN 93 085 545 973
Level 6 257 Collins Street Melbourne Victoria 3000 Australia $[T]$ 61 3 9662 1233 [F] 61396621942
25 July 2003
Australian Stock Exchange Limited Companies Announcements Office 4th Floor 20 Bridge Street SYDNEY NSW 2000
APPENDIX 3B: NEW ISSUE ANNOUNCEMENT
Please find attached Appendix 3B: New Issue Announcement relating to the issue of 3,525,000 shares at \$0.04 per share under the Company Share Purchase Plan which closed on 18 July 2003 and which raised \$141,000 from existing eligible shareholders.
The Company also advises that 1.666.667 shares which were issued to Mr. Martin Gardiner and 833.333 which were issued to Mr. James Gardiner in July 2002 as part consideration for the acquisition by the Company of Planet X Group Pty Ltd have now been released from escrow in accordance with the terms of that acquisition. The Company will now have a total of 124,545,312 shares on issue.
In addition, Martin Gardiner Computer Consultants Pty Ltd (a company associated with Director, Mr. Martin Gardiner) has agreed to the conversion of debt amounting to \$352,382 owed by the Company to it in respect of unpaid consulting fees, the leasing of certain digital post-production equipment and loans made by Martin Gardiner Computer Consultants Pty Ltd to the Company, into 8,809,548 shares in the Company at the same price as shares were issued under the Company's recent Share Purchase Plan referred to above and the recent placement, being \$0.04 per share. Approval will be sought from shareholders for the conversion of this debt into shares in the Company at \$0.04 per share at the next Annual General Meeting of the Company before these shares are issued.
Yours sincerely
CARY P STYNES Managing Director
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
The Swish Group Limited
ABN
93 085 545 973
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).
$\mathbbm{I}$ $\pm$ Class of $\pm$ securities issued or to be issued
Fully paid ordinary shares
- $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
- 3 Principal terms of the *securities (eg, 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)
118,520,312
Shares will rank equally with all other shares
+ See chapter 19 for defined terms.
| 4 | Do the securities rank equally in all respects from the date of allotment with an existing + class of quoted securities? |
Yes | ||
|---|---|---|---|---|
| If the additional securities do not rank equally, please state: the date from which they do extent to which the they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment |
||||
| 5. | Issue price or consideration | a) Issue of 3,525,000 shares pursuant to Company Share Purchase Plan: these shares were issued at \$0.04 (4 cents) per share, total consideration \$141,000. |
||
| b) Release of 2,500,000 shares from escrow: these shares were issued at \$0.20 (20 cents) per share on 23 July 2002 as part of consideration for Planet X Group Pty Ltd |
||||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
a) Issue of $3,525,000$ Shares pursuant to Company Share Purchase Plan, announced on 12 June 2003 |
||
| b) Release of 2,500,000 shares from escrow: these shares were issued on 23 July 2002 as part of consideration for Planet X Group Pty Ltd to current Executive Director Mr. Martin Gardiner (1,666,667 shares) and Mr. James Gardiner (833,333 shares) and held in voluntary escrow for 12 months until 23 July 2003. |
||||
| 7 | Dates of entering "securities into | |||
| uncertificated holdings or despatch of certificates |
25 July 2003 | |||
| Number | *Class |
$+$ See chapter 19 for defined terms.
| and + class of all Number quoted on $\text{ASX}$ 124,545,312 *securities (including the securities in clause 2 if applicable) |
Ordinary Shares | |
|---|---|---|
| ----------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----------------- |
+ See chapter 19 for defined terms.
$\boldsymbol{9}$ Number and +class of al *securities not quoted on AS> (including the securities in clause 2 if applicable)
| Number | + Class | |
|---|---|---|
| l I K e |
None | None |
$10$ Dividend policy (in the case of a $\lceil$ trust, distribution policy) on the increased capital (interests)
Shares will rank equally with all other Shares with respect to dividend policy
Part 2 - Bonus issue or pro rata issue
| $\overline{11}$ | holder security approval Is required? |
N/A |
|---|---|---|
| 12 | Is the issue renounceable or non- renounceable? |
N/A |
| 13 | Ratio in which the "securities will be offered |
N/A |
| 14 | Class of securities to which the $N/A$ offer relates |
|
| 15 | determine *Record date to entitlements |
N/A |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
N/A |
| 17 | Policy for deciding entitlements in relation to fractions |
N/A |
| 18 | Names of countries in which the entity has *security holders who will not be – issue sent new documents |
N/A |
| Note: Security holders must be told how their entificments are to be dealt with. |
||
| Cross reference: rule 7.7. | ||
| 19 | Closing of l date for receipt acceptances or renunciations |
N/A |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | N/A |
|---|---|---|
| 21 | Amount of any underwriting fee or commission |
N/A |
| 22 | Names of any brokers to the issue | N/A |
| 23. | Fee or commission payable to the broker to the issue |
N/A |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders |
N/A |
| 25. | If the issue is contingent on "security holders" approval, the date of the meeting |
N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
N/A |
| 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 |
N/A |
| 28 | Date rights trading will begin (if applicable) |
N/A |
| 29 | Date rights trading will end (if applicable) |
N/A |
| 30 | How do *security holders sell their entitlements in full through $\mathbf{a}$ broker? |
N/A |
| 31 | How do *security holders sell part | N/A |
| of their entitlements through a broker and accept for the balance? |
$\overline{\text{+}$ See chapter 19 for defined terms.
32 How do *security holders dispose of their entitlements (except by sale through a broker)?
$N/A$
$N/A$
33 +Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of securities $(iick one)$
- $(a)$ Securities described in Part 1
- 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
$(b)$
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
Mr. Martin Gardiner - 1791,667 Shares Mr. James Gardiner - 833,333 Shares
- 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.
Entities that have ticked box 34(b)
- 38 Number of securities for which *quotation is sought
- 39 quotation is sought
- 40 respects from the date of allotment 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 and *class of all *securities 42 quoted on ASX (including the securities in clause 38)
| Number | * Class |
|---|---|

+ See chapter 19 for defined terms.
Quotation agreement
- $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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.
- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
$+$ See chapter 19 for defined terms.
- $\overline{3}$ 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.
- $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that $\overline{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.
| Sign here: | |||
|---|---|---|---|
| (Director) |
Print name: .Cary P. Stynes....................................
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$\overline{\text{+}$ See chapter 19 for defined terms.