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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
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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:
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Dilution to existing shareholders as a result of the issue:
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Under Listing Rule 7.1 is 15%; and
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Under Listing Rule 7.1A is 5.58%.
The total dilution to existing shareholders as a result of the Placement is therefore 20.58%.
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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.
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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.
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No underwriting arrangements were in place for the Placement.
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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:
-
the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
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the Company is providing this notice under paragraph (5)(e) of section 708A of the Act;
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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;
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as at the date of this notice, the Company has complied with section 674 of the Act; and
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as at the date of this notice, there is no information:
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(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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(ii) the rights and liabilities attaching to the Shares.
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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
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39 Class of[+] securities for which quotation N/A is sought
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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
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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
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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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
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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
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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