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HARRIS TECHNOLOGY GROUP LIMITED Capital/Financing Update 2012

Dec 19, 2012

65074_rns_2012-12-19_1dcd3743-4c8a-489b-8a28-4c39c7299c14.pdf

Capital/Financing Update

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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

Name of entity

ADEFFECTIVE 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).

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
(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)
Performance Rights
6,000,000
The Performance Rights have been issued to
the Directors, and each Performance Right
grants a right to the holder to acquire a fully paid
ordinary share in the Company subject to
satisfaction
of
the
following
performance
conditions:
1. That the holder continues as a Director
until 30 June 2013;
2. That the Company achieves its budgeted
revenue and profit after tax for the year
ending 30 June 2013.
Performance Rights have been granted at no
cost to the holders. There is no amount payable
by a holder upon vesting of a Performance
Right. The Performance Rights which do not
vest before the expiry date of 31 December
2013 will automatically lapse.
Further details on the terms of the Performance
rights are set out in the Company’s notice of
2012annualgeneral meeting.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

4 Do the[+] securities rank equally in No. Performance Rights will not be quoted or all respects from the date of rank equally with any class of quoted securities. allotment with an existing[+] class of However, all shares issued pursuant to the quoted[+] securities? vesting of the Performance Rights will, subject If the additional securities do not to the constitution of the Company, rank equally in all respects (including rights relating to rank equally, please state:  the date from which they do dividends) with the existing fully paid ordinary  the extent to which they shares of the Company at the date of issue. 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 Nil 6 Purpose of the issue The purpose of the grant of the Performance (If issued as consideration for the Rights is to give the Directors an incentive to acquisition of assets, clearly provide dedicated and on-going commitment identify those assets) and effort to the Company, particularly as the remuneration each Director receives is considered by the Directors to be below the average remuneration levels for directors of companies with similar market capitalisation to the Company’s. 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 28 November 2012 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A 6e Number of[+] securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under Nil an exception in rule 7.2

6g If securities issued under rule 7.1A, N/A 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 N/A 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 See Annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 20 December 2012 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 207,901,921 Fully paid ordinary shares +securities quoted on ASX ( including the securities in section 2 if applicable) 147,248,490 Options to acquire fully paid ordinary shares exercisable at $0.015 on or before 30 June 2014 Number +Class 9 Number and +class of all 1,600,000 Unlisted options exercisable +securities not quoted on ASX at $0.10 on or before 30 ( including the securities in section April 2015 2 if applicable) 1,000,000 Unlisted options exercisable at $0.10 on or before 8 December 2015 6,000,000 Performance Rights expiring 31 December 2013 10 Dividend policy (in the case of a Rank equally

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable?

  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

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
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)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

30 How do[+] security holders sell their N/A entitlements in full through a broker? 31 How do[+] security holders sell part of N/A their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose of N/A their entitlements (except by sale through a broker)? 33 +Despatch 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 ]

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought

  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

40 Do the[+] securities rank equally in all N/A 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 N/A 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 N/A N/A quoted on ASX ( including the securities in clause 38)

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 not available now, 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.

==> picture [100 x 58] intentionally omitted <==

SOPHIE KARZIS Company Secretary 20 December 2012

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

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 date of issue or
agreement to issue
4,959,473,336fully paid ordinary shares which were
consolidated into99,189,520fully paid ordinary shares on
23 February 2012.
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
1)
99,189,520fully paid ordinary shares issued under
the Company March 2012 Rights Issue
1)
9,518,667fully paid ordinary shares issued to Planet
W Pty Ltd as deferred consideration in April 2012
2)
4,214fully paid ordinary shares issued upon exercise
of options.
N/A
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month period
N/A
“A” 207,901,921

Step 2: Calculate 15% of “A”

  • “B” 0.15 [Note: this value cannot be changed]

  • Multiply “A” by 0.15 31,185,288 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number 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 Nil • 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” 0

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

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

capacity under rule 7.1
“A” x 0.15 31,185,288
Note: number must be same as shown in Step 2
Subtract“C” 0
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C” 31,185,288
  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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” 207,901,921 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 20,790,192

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or Nil agreed to be issued in that 12 month period under rule 7.1A

Notes: 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” 0
Step 4: Subtract “E” from [“A” x “D”]
capacity under rule 7.1A
to calculate remaining placement
“A” x 0.10
Note: number must be same as shown in Step 2
20,790,192
Subtract“E”
Note: number must be same as shown in Step 3
0
Total[“A” x 0.10] – “E” 20,790,192
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012