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HYDROCARBON DYNAMICS LIMITED — Director's Dealing 2013
Jan 6, 2013
65041_rns_2013-01-06_ad5056cb-9bea-4d90-9da7-eeec1f37b37a.pdf
Director's Dealing
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Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000
7 January 2013
Dear Sir,
Pryme Energy Limited (Pryme) (ASX Code PYM) Issue of securities
Pryme wishes to announce that the employment condition attaching to Performance Rights (PRs) and Restricted Stock Units (RSUs) granted to the executive directors and the Chief Financial Officer under the 2010 Long Term Incentive Plan (2010 LTIP) has been satisfied.
Accordingly, the balance of the PRs and RSUs totalling 965,501 granted under the 2010 LTIP vested on 1 January 2013 and converted to ordinary shares on 7 January 2013.
Attached is an Appendix 3B in respect of issue of 965,501 ordinary shares, together with Change of Directors’ Interest Notices.
For further information please contact:
Justin Pettett Managing Director Pryme Energy Limited Telephone: +61 7 3371 1103
Ryan Messer Chief Operating Officer Pryme Energy Limited Telephone: +1 713 401 9806
Website: www.prymeenergy.com
ASX Code: PYM OTCQX Code: POGLY
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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 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
Pryme Energy Limited
ABN
75 117 387 354
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 |
|---|---|
| 965,501 | |
| 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, the Shares will rank equally with the in all respects from the date of existing class of Ordinary Shares 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 Nil Consideration 6 Purpose of the issue Issued on conversation of Performance Rights (If issued as consideration for and Restricted Stock Units. the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity No 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 N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A 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) |
N/A | |
|---|---|---|
| N/A | ||
| N/A | ||
N/A |
||
| N/A | ||
| N/A | ||
| 7 January 2013 | ||
| Number | +Class | |
| 277,368,279 | Ordinary shares |
- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all 9,521,250 Unlisted option +securities not quoted on ASX expiring 30 November ( including the securities in 2013, exercise price section 2 if applicable) $0.15 10 Dividend policy (in the case of a None trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
Items 11 – 33 are not applicable.
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
Items 35 - 42 are not applicable.
- See chapter 19 for defined terms.
Appendix 3B Page 4
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.
Sign here: ...................................................... Date: 7 January 2013 (Director)
Print name: Justin Pettett
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 5
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 securities on issue 12 months before date of issue or agreement to issue
Add the 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
-
Subtract the number of fully paid ordinary securities cancelled during that 12 month period
-
“A”
- See chapter 19 for defined terms.
Appendix 3B Page 6
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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 | |
| 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 |
|
| “C” | |
| 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 |
|
| Subtract“C” Note: number must be same as shown in Step 3 |
|
| Total[“A” x 0.15] – “C” | [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 7
01/08/2012
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” 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
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 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
“E”
- See chapter 19 for defined terms.
Appendix 3B Page 8
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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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A
- See chapter 19 for defined terms.
Appendix 3B Page 9
01/08/2012
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
APPENDIX 3Y
CHANGE OF DIRECTOR’S INTEREST NOTICE
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 30/9/2001.
Name of entity PRYME ENERGY LIMITED
ABN 75 117 387 354
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Justin Pettett |
|---|---|
| Date of last notice | 10 September 2012 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct | |
|---|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
- | |
| Date of change | 7 January 2013 | |
| No. of securities held prior to change | Ordinary Shares 1. 4,371,429 – Pettett Pty Ltd 2. 950,000 – Mr Justin Pettett and Mrs Kathryn Pettett 3. 989,682 – Mr Justin Pettett Performance Rights (PRs) 2010 Award 436,893 PRs convertible into ordinary shares in the capital of Pryme on a one for one basis; Subject to continued employment with Pryme, these PRs will vest on 1 January 2013 – Direct |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
| Class | Fully Paid Ordinary Shares |
|---|---|
| Number acquired | 436,893 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | Ordinary Shares 1. 4,371,429 – Pettett Pty Ltd 2. 950,000 – Mr Justin Pettett and Mrs Kathryn Pettett 3. 1,426,575 – Mr Justin Pettett |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of fully paid ordinary shares on vesting of PRs granted under the 2010 Long Term Incentive Plan. |
Part 2 – Change of director’s interests in contracts
N/A
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | - |
|---|---|
| Nature of interest | - |
| Name of registered holder (if issued securities) |
- |
| Date of change | - |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
- |
| Interest acquired | - |
| Interest disposed | - |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
- |
| Interest after change | - |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Part 3 – Closed Period
| Part 3 –Closed Period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
N/A; the above issue of shares is exempt under the Pryme Personnel Securities Trading Policy. |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 3
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
APPENDIX 3Y
CHANGE OF DIRECTOR’S INTEREST NOTICE
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 30/9/2001.
Name of entity PRYME ENERGY LIMITED
ABN 75 117 387 354
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Timothy Ryan Messer |
|---|---|
| Date of last notice | 3 January 2012 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct | |
|---|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
- | |
| **Date of change ** | 7 January2013 | |
| No. of securities held prior to change | Ordinary Shares 2,820,291 – Sourcerock Investments LLC 1,212,329 – Direct American Depository Receipts 1,110 (equivalent to 11,100 Ordinary shares) – Sourcerock Investments LLC Restricted Stock Units (RSUs) 2010 Award 436,893 RSUs convertible into ordinary shares in the capital of Pryme on a one for one basis; Subject to continued employment with Pryme, these PRs will vest on 1 January 2013 – Direct |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
| Class | Fully paid Ordinary Shares |
|---|---|
| Number acquired | 436,893 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | Ordinary Shares 2,820,291 – Sourcerock Investments LLC 1,649,222 – Direct American Depository Receipts 1,110 (equivalent to 11,100 Ordinary shares) – Sourcerock Investments LLC |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of fully paid ordinary shares on vesting of RSUs granted under the 2010 Long Term Incentive Plan. |
Part 2 – Change of director’s interests in contracts – N/A
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | - |
|---|---|
| Nature of interest | - |
| Name of registered holder (if issued securities) |
- |
| Date of change | - |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
- |
| Interest acquired | - |
| Interest disposed | - |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
- |
| Interest after change | - |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
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Appendix 3Y Change of Director’s Interest Notice
Part 3 – Closed Period
| Part 3 –Closed Period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
N/A; the above issue of shares is exempt under the Pryme Personnel Securities Trading Policy. |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 3
11/3/2002