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HUB24 LIMITED Capital/Financing Update 2013

Apr 1, 2013

65077_rns_2013-04-01_ed315e80-68c4-4c7e-8264-9f90502d0bcd.pdf

Capital/Financing Update

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ASX Release

Rele a se Number: 0 1 – 04 – 13 R elease Date: 0 2 – 04 – 13

2 Ap r il 2013 Com p any Announc e ment Office ASX L imited (via A SX Online)

Placement – Notification of completion and allotment

Inve s torfirst Ltd (A S X: INQ, the Company) confir m s the allotment of 7,755,00 0 fully paid ordinary shares ( FPO Shares ) und e r the share placement announced to the m a rket on 25 Ma r ch 2013 took p lace today. IN Q ’s total issue d FPO Share capi t al following allotment of the s e shares is 38, 9 13,469. An A p pendix 3B an d Cleansing No t ice reflecting this issue of new FPO Shares ac c ompanies this release.

INQ a lso confirms t h at despatch o f confirmation o f holding stat e ments for the new shares oc c urred today.

INQ m akes the foll o wing disclosur e s, in accordance with Listing Rule 3.10.5A:

  1. 3,081,23 0 FPO Shares have been issu e d under Listin g Rule 7.1A, r e presenting 9. 8 9% of the pre Placement FPO Shar e s of INQ. The s e FPO Shares w ere issued to new security h olders only. 4 , 673,770 FPO S hares have been issued under Listi n g Rule 7.1, re p resenting 15 % of the pre Pl a cement FPO S hares of INQ. These FPO Shares w e re issued to b o th new and e x isting security h olders.

  2. The diluti o n effect for e x isting shareho l ders as a resul t of the issue o f shares under Listing Rule 7. 1 A is 7.92%, dilution t o existing sha r eholders as a result of the issue under Listing Rule 7.1 is 12.01%, and the total dilution t o existing shar e holders as a r e sult of the Placement is 19.93%. Further d e tails of the pe r centage of the issue d capital post the placement h eld by the pr e ‐placement shareholders an d new shareholders are as follows:

follows:
Sharehold
er Class
Percentage
Holding Post P
lacement
Pre‐Placem
Placemen
ent shareho
t
lders who d
id not partic
ipate in the
64.88%
Pre‐Placem
ent sharehold
ers who did pa
rticipate in the
Placement
19.27%
Participan
ts in the Placem
ent who were
not previously
shareholders
15.85%
  1. INQ issued the FPO Shares to instituti o nal and sophisticated invest o rs as it was c o nsidered to be the most efficient a nd expedient method for ra i sing funds to help achieve I N Q's objective s . The Placem e nt did not expose I N Q to market v o latility that m a y have been e x perienced ov e r a longer tim e frame (such a s with a pro rata issu e to existing s h areholders). T he Placement has also allo w ed INQ to int r oduce a num b er of new institutio n al investors to its register.

  2. No under w riting arrang e ments were in place for the P lacement.

  3. Expenses associated with the Placeme n t include a fe e of 3% (plus GST) of the total amount of capital raised for lead m anagement of the Placemen t , ASX fees of $ 5 ,000 and legal fees of appro x imately $5,00 0 .

For further information please contact: Matthew Haes Com p any Secretary Inve s torfirst Limite d Tele p hone: +61 2 8 2 74 6000 Issu e d by Investorfirst Ltd (ASX: INQ).

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2 April 2013

Company Announcements Office ASX Limited (via ASX Online)

Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)

Investorfirst Limited ( Investorfirst ) has today issued 7,755,000 ordinary shares to sophisticated and professional investors at a price of $0.60 per share.

These shares were issued to investors under part 6D.2 of the Corporations Act.

This notice is being given by Investorfirst under section 708A(5)(e) of the Corporations Act 2001.

As at the date of this notice:

  • (a) Investorfirst has complied with:

  • The provisions of Chapter 2M of the Corporations Act as they apply to Investorfirst; and

  • Section 674 of the Corporations Act; and

(b) There is no information:

  1. That has been excluded from a continuous disclosure notice given to the ASX in accordance with the ASX Listing Rules (and which has since not been given to the ASX);

  2. That investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  3. i. The assets and liabilities, financial position and performance, profits and losses and prospects of Investorfirst; or

  4. ii. The rights and liabilities attaching to the new ordinary shares; and

  5. That is reasonable for investors and their professional advisers to expect to find in a disclosure document.

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Matthew Haes Company Secretary

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

Investorfirst Ltd

ABN

87 124 891 685

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)
Fully paid ordinary shares (FPO)
7,755,000
Fully paid ordinary shares
  • 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 60 cents per share 6 Purpose of the issue To fund further investment platform (If issued as consideration for development, operating expenditure and the acquisition of assets, clearly ongoing regulatory capital requirements. identify those assets) 6a Is the entity an[+] eligible entity Yes that 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 30 November 2012 resolution under rule 7.1A was passed 6c Number of[+] securities issued 4,673,770 without security holder approval under rule 7.1

  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

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
(including
the
securities
in
section 2 if applicable)
3,081,230 3,081,230
Nil
Nil

Issue date: 2 April 2013
Issue price: 60 cents
15 day VWAP: 46.82 cents (source: IRESS)
N/A
Remaining capacity 7.1 – Nil FPO Shares
Remaining capacity 7.1A ‐34,617 FPO Shares
2 April 2013
Number +Class
38,913,469 FPO Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
312,500
1,650,006
102,500
43,750
93,750
312,500
Options (exercisable
at
$4.80
each
expiring
on
1
December 2013).
Options (exercisable
at
$5.20
each
expiring on 1 January
2015).
Options (exercisable
at
$3.80
each
expiring
on
5
December 2015).
Options (exercisable
at
$3.80
each
expiring
on
4
February 2016).
Options (exercisable
at
$4.00
each
expiring
on
1
December 2015).
Options (exercisable
at
$4.00
each
expiring
on
31
December 2015).
Nil

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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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
  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

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?
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

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,

  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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 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.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(b) Entities that have ticked box 34(b)
38 Number of securities for which
+quotation is sought
39 Class of
+securities for which
quotation is sought
40 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
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 +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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.

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Sign here: ............................................................ Date: 2 April 2013 (Company secretary)

Print name: Matthew Haes

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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

  • Insert number of fully paid ordinary 17,163,819 securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities 13,994,650 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

  • Subtract the number of fully paid ordinary Nil securities cancelled during that 12 month period “A” 31,158,469

  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Appendix 3B
New issue announcement
Appendix 3B
New issue announcement
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 4,673,770
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber 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
• 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
4,673,770
“C” 4,673,770
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
4,673,770
Subtract“C”
Note: number must be same as shown in
Step 3
4,673,770
Total[“A” x 0.15] – “C” Nil
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

New issue announcement
Part 2
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”
Note: number must be same as shown in
Step 1 of Part 1
31,158,469
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 3,115,847
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
3,081,230
“E” 3,081,230
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Appendix 3B New issue announcement

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

Appendix 3B
New issue announcement
Appendix 3B
New issue announcement
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
3,115,847
Subtract“E”
Note: number must be same as shown in
Step 3
3,081,230
Total[“A” x 0.10] – “E” 34,617
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012