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HARRIS TECHNOLOGY GROUP LIMITED Capital/Financing Update 2012

Apr 12, 2012

65074_rns_2012-04-12_dfd8e449-2204-4857-9d2b-30fb06b38a83.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 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, 24/10/2005.

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)
1. Fully paid ordinary shares
2. Options to acquire fully paid ordinary shares
1. 73,401,934 fully paid ordinary shares
2. 106,465,108 options to acquire fully paid
ordinary shares
1. The fully paid ordinary shares are of the
same class and rank with all other shares
on issue.
2. Each option entitles the holder to subscribe
for one fully paid ordinary share in the
Company at the exercise price of 1.5 cents.
The options are exercisable up until 5.00pm
(AEDT) on 30 June 2014 (Expiry Date).
Any options not exercised on or before the
Expiry Date will automatically lapse.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause 2
if applicable)
1. The fully paid ordinary shares are of same
class and rank with all other shares on
issue.
2. The options will form a new class of
securities (being options to be quoted on
the ASX).
1. The fully paid ordinary shares are of same
class and rank with all other shares on
issue.
2. The options will form a new class of
securities (being options to be quoted on
the ASX).
1. The fully paid ordinary shares are issued at
1.5 cents per share.
2. The options are issued for nil consideration.
1. Rights issue offer under the Company’s
prospectus dated 2 March 2012 (Rights
Issue). Funds raised under the Rights Issue
will be applied to retire debt, provide
working capital and to enable the Company
to evaluate opportunities to diversify current
business offerings.
.
2. Underwriter offer under the Company’s
prospectus dated 2 March 2012, pursuant to
an
agreement
entered
into
with
the
underwriter
of
the
Rights
Issue
(Underwriter Offer).
12 April 2012
Number +Class
198,379,040
132,252,694
Fully
paid
ordinary
shares
Options to acquire fully
paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9
Number and+class of all
+securities not quoted on
ASX (_including_the securities
in clause 2 if applicable)
10
Dividend policy (in the case
of a trust, distribution policy)
on the increased capital
(interests)
No. Number +Class
1. 2,600,000 Options to acquire fully paid
ordinary shares
Rank equally

Part 2 - Bonus issue or 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
No.
Renounceable
1. The Rights Issue offered shareholders the
right to take up one new share for every
share held as at 7.00pm AEDT on 13
March 2012, with one free attaching option
for every one new share subscribed for
under the Rights Issue.
2. Under the Underwriter Offer, options are
issued to the Underwriter and/or its
nominee on the basis of one underwriter
option for every 3 new shares underwritten
under the Rights Issue.
1. Fully paid ordinary shares
2. Options to acquire fully paid ordinary
shares
13 March 2012
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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)
30
How do+security holders sell their
entitlements
in
full
through
a
broker?
Security holders with registered addresses
outside Australia and New Zealand.
30 March 2012.
Patersons Securities Limited
6% of the underwritten amount.
N/A

N/A
N/A
N/A
16 March 2012
2 March 2012
6 March 2012
23 March 2012
Security holders should follow the instructions
headed “Sale of your Entitlement in full by your
Stockbroker/Agent” on the back of the
Entitlement and Acceptance Form
accompanying the prospectus.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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
Security holders should follow the instructions
headed “Sale of your Entitlement in part by
your Stockbroker/Agent and acceptance of the
balance” on the back of the Entitlement and
Acceptance Form accompanying the
prospectus.
To take up the remaining part of their
entitlements, security holders should ensure
their stockbroker arranges for the completed
Entitlement and Acceptance Form together
with the requisite application monies to reach
the share registry by 5.00pm AEDT on 30
March 2012.
Security holders should forward a completed
standard renunciation form (which can be
obtained from their stockbroker or the share
registry) signed by the security holder (as the
seller) and the buyer by not later than 5.00pm
AEDT on Friday, 23 March 2012.
The security holder’s Entitlement and
Acceptance Form to be completed by the
buyer, together with the buyer’s application
monies should reach the share registry by not
later than 5.00pm AEDT on 30 March 2012.
12 April 2012

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

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

  • 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 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)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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 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.

SOPHIE KARZIS Company Secretary 13 April 2012

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

ADEFFECTIVE LIMITED

(ASX: ABN)

==> picture [188 x 73] intentionally omitted <==

Top 20 Holders of Options exercisable at $0.015 and expiring 30 June 2014 As at 12 April 2012

NAME UNITS % I/C RANK
FURNEAUX EQUITY LIMITED 9,319,759 7.05 1
SAM GOULOPOULOS PTY LTD 6,816,694 5.15 2
T E & J PASIAS PTY LTD 6,497,182 4.91 3
MR GIOVANNI SPAGNOLO 6,008,017 4.54 4
NUTSVILLE PTY LTD 5,998,921 4.54 5
EXCITE DIGITAL MEDIA PTY LTD 5,198,921 3.93 6
MARUNGI INVESTMENTS PTY LTD 5,198,921 3.93 7
PENLEIGH BANNER PTY LTD 5,112,206 3.87 8
MR MATTHEW BURFORD 4,210,000 3.18 9
ATLANTIS MG PTY LTD 3,877,511 2.93 10
MR RUSSELL HUTCHINSON 3,557,998 2.69 11
BRODEA PTY LTD 3,238,486 2.45 12
COLBERN FIDUCIARY NOMINEES PTY LTD 3,195,129 2.42 13
ASSURANCE CAPITAL PTY LTD 3,195,128 2.42 14
G & N LORD SUPERANNUATION PTY LTD 3,195,128 2.42 15
MGL CORP PTY LTD 3,195,128 2.42 16
NEFCO NOMINEES PTY LTD 3,195,128 2.42 17
PROFESSIONAL & SOPHISTICATED INVESTORS PTY LTD 3,195,128 2.42 18
MR CHRIS RETZOS 3,130,723 2.37 19
GOFFACAN PTY LTD 3,000,000 2.27 20
TOTAL 90,336,108 68.31
REMAINDER 41,916,586 31.69
GRAND TOTAL 132,252,694 100.00

LEVEL 3 NO. 1 COLLINS STREET MELBOURNE VICTORIA 3000 AUSTRALIA ACN 085 545 973 T+ 61 3 9665 0403

Website: www.adeffective.com.au Email: [email protected]

Distribution schedule

Number of holders of options exercisable at $0.015 and expiring 30 June 2014 As at 12 April 2012

1 1001 5001 10001 100001 TOTAL
to to to to to
1000 5000 10000 100000 (MAX)
Holders
Issuer
34 18 4 18 9 83
Chess 1 2 4 15 63 85
Total
35 20 8 33 72 168
Units
Issuer
9666 39571 32615 837162 7852906 8771920
Chess
503 4420 37000 685537 122753314 123480774
Total
10169 43991 69615 1522699 130606220 132252694
TOTAL HOLDERS 168
TOTAL UNITS 132,252,694