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HARTSHEAD RESOURCES NL Capital/Financing Update 2013

Dec 11, 2013

65052_rns_2013-12-11_8bbcf08e-84f4-4595-9a17-c65008549015.pdf

Capital/Financing Update

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12 December 2013

==> picture [542 x 128] intentionally omitted <==

ASX Code: PVD

NOTICE GIVEN UNDER SECTION 708A(5) OF THE CORPORATIONS ACT

This notice is given by Pura Vida Energy NL (“Pura Vida” or the “Company”) (ASX:PVD) under section 708A(5)(e) of the Corporations Act (“Act“) in relation to an issue of 21,500,000 fully paid ordinary shares in the Company ( Shares ) on or about the date of this Notice, at an issue price of $0.63 each, pursuant to a placement offer made to a number of institutional investors to raise approximately $13.5 million, without disclosure to investors under Part 6D.2 of the Act.

A completed Appendix 3B in respect of the issue of new Shares is attached.

Information required under ASX Listing Rule 3.10.5A

Pura Vida provides the information as required under ASX Listing Rule 3.10.5A as follows:

  1. Dilution to existing shareholders as a result of the issue:

  2. Under Listing Rule 7.1 is 15%; and

  3. Under Listing Rule 7.1A is 5.58%.

The total dilution to existing shareholders as a result of the Placement is therefore 20.58%.

  1. Pura Vida issued shares to institutional and sophisticated investors as it was considered to be a more efficient and expedient method for raising the funds to achieve it stated objectives.

  2. The allocation of the shares under the Placement was made in conjunction with Hartleys Limited as Sole Global Lead Manager and Joint Australian Lead Manager and Morgans Limited as Joint Australian Lead Manager.

  3. No underwriting arrangements were in place for the Placement.

  4. Commission for the Placement is 6% (plus GST) of the total funds raised.

Confirmation under section 708(5)(e) of the Corporations Act

The Company hereby notifies ASX under section 708A(5)(e) of the Act that:

  1. the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  2. the Company is providing this notice under paragraph (5)(e) of section 708A of the Act;

  3. as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company;

  4. as at the date of this notice, the Company has complied with section 674 of the Act; and

  5. as at the date of this notice, there is no information:

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

  7. (b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

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

    • (ii) the rights and liabilities attaching to the Shares.

About Pura Vida Energy: Pura Vida is an Australian-based African oil explorer building a portfolio of high quality assets. Pura Vida currently has operations offshore Morocco and offshore Gabon with significant resource potential and a fully funded high-impact drilling program.

Subscribe to FRONTIER - FRONTIER is the fastest way to receive breaking news about Pura Vida. To subscribe to our email alert service, FRONTIER , visit our website at www.puravidaenergy.com.au

CONTACT

Damon Neaves, Managing Director t: +61 8 9226 2011 e: [email protected]

2

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

Name of entity

PURA VIDA ENERGY NL

ABN

11 150 624 169

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 Ordinary Shares be issued 2 Number of[+] securities issued 21,500,000 or to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +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)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally Yes 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 $0.63 6 Purpose of the issue The proceeds from the Placement will be applied (If issued as consideration for to progressing Pura Vida's Nkembe project the acquisition of assets, clearly (offshore Gabon) towards farmout, the upcoming identify those assets) work program on its Ambilobe project (offshore Madagascar) which will include a 3D seismic survey and acquisition of 2D seismic data, and working capital to ensure that Pura Vida is fully funded as it progresses towards the free-carried drilling of its Mazagan project (offshore Morocco).

6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

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

29 November 2013

ter 19 for defined terms.

3B Page 2

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
Dates of entering+securities
into uncertificated holdings or
despatch of certificates
8
Number and
+class of all
+securities quoted on ASX (see
Part 3)
15,652,762 15,652,762
5,847,238
Nil
Nil

Yes.
Issue date = 11 December 2013
Issue price = $0.63
Date on which the issue price was agreed =
4 December 2013) (Relevant Date)
VWAP on 15 trading days up to Relevant Date
was$0.763
N/A
Refer Annexure 1
12 December 2013
Number +Class
114,321,883 Ordinary Shares

ter 19 for defined terms.

3B Page 10

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(see Part 3)
10
Dividend policy (in the case of
a trust, distribution policy) on
the increased capital (interests)
Number +Class
12,020,000
21,878,550
1,500,000
3,000,000
6,250,000
2,000,193
300,000
775,000
32,500
1,072,605
Ordinary Shares
Unquoted Partly Paid
shares
Options exercisable at
25 cents expiring
3 December 2014
Options exercisable at
35 cents expiring
20 August 2017
Options exercisable at
40 cents expiring
6 September 2016
Options exercisable at
60 cents expiring 20
June 2016
Options exercisable at
70 cents expiring 3 June
2016
Options exercisable at
$1.03 expiring 2 October
2016
Options exercisable at
$1.08 expiring 4
November 2016
Performance rights
subject to vesting
conditions
There is currently no dividend policy in place for
the Company

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
N/A
N/A
N/A

ter 19 for defined terms.

3B Page 4

Appendix 3B New issue announcement

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
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

ter 19 for defined terms.

3B Page 10

Appendix 3B New issue announcement

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?
32
How do+security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Despatch date
N/A
N/A
N/A
N/A
N/A
N/A
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

ter 19 for defined terms.

3B Page 6

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 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

Entities that have ticked box 34(b)

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

  • 39 Class of[+] securities for which quotation N/A 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 now N/A 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)

ter 19 for defined terms.

3B Page 10

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.

Sign here: ........................................................... Date: 12 December 2013 (Company secretary)

Nicholas Ong Print name: ......................................

== == == == ==

ter 19 for defined terms.

3B Page 8

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 380] intentionally omitted <==

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

Insert number of fully paid ordinary 57,447,917 [ PVD to confirm ]
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 5,088,369 shares on conversion of
issued in that 12 month period under an performance rights
exception in rule 7.2
• Number of fully paid ordinary securities
41,300,000
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary 941,667
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 nil
securities cancelled during that 12 month
period
“A” 104,777,953
----- End of picture text -----

ter 19 for defined terms.

3B Page 10

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 Multiply “A” by 0.15 15,716,692

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:

63,930 fully paid ordinary shares

15,652,762 fully paid ordinary shares

  • 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” 15,716,692

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 15,716,692
Note: number must be same as shown in
Step 2
Subtract“C” 15,716,692
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 0

ter 19 for defined terms.

3B Page 10

Appendix 3B New issue announcement

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” 104,777,953 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

Part 2 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”
Note: number must be same as shown in Step 1
of Part 1
104,777,953
Step 2: Calculate 10% of “A”
“D”
Multiply“A” by 0.10 10,477,795
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A
that has already been used
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
5,847,238
“E” 5,847,238
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
10,477,795
Subtract“E”
Note: number must be same as shown in Step 3
5,847,238
Total[“A” x 0.10] – “E” 4,630,557

ter 19 for defined terms.

3B Page 10