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HYTERRA LTD — Capital/Financing Update 2013
Apr 17, 2013
65084_rns_2013-04-17_bd42aafd-dfdf-4cf5-8e56-7a6ef8e0b475.pdf
Capital/Financing Update
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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.
Name of entity
Triple Energy Limited
ABN
116 829 675
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 Shares issued 2 Number of[+] securities issued or to 3,000,000 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Fully Paid Ordinary Shares (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.
1/1/2003
Appendix 3B Page 1
- 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?
Yes
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
Issued in 3 tranches under the Company’s Employee Share Scheme ( ESS ) to an employee of the Company’s Hong Kong registered subsidiary as follows:
-
Tranche 1: 1,000,000 at $0.015 per share
-
Tranche 2: 1,000,000 at $0.025 per share
-
Tranche 3: 1,000,000 at $0.045 per share
Under the terms of the ESS the issue price of the above securities has been funded by means of a limited recourse loan to the ESS share applicant. The ESS shares are subject to restrictions on sale, transfer or other encumbrances until certain conditions have been met, including:
-
Repayment of the ESS loan amount
-
• Minimum employee tenure requirements having been satisfied (2 years); and
-
Satisfaction of other specific performance criteria linked to corporate objectives
In the event that the above conditions have not been met or waived by their due date (or in the opinion of the Board become incapable of satisfaction) the ESS shares are to be bought back and cancelled in accordance with the terms of the ESS and the Corporations Act.
| 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) |
Incentive scheme | |
|---|---|---|
| 17 April 2013 | ||
| Number | +Class | |
| 471,850,000 | Ordinary |
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 3
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 15,000,000 15,000,000 15,000,000 15,000,000 25,000,000 50,000,000 |
Options Class A Expiry: 14/02/2016 Exercise Price: $0.03 Vested and exercisable Class B Expiry: 14/02/2016 Exercise Price: $0.03 Vested and exercisable. Class C Expiry: 14/02/2016 Exercise Price: $0.04 Vesting if TNP shares trade at a VWAP of 5 cents or above on the ASX for 10 consecutive trading days. Class E (director) Expiry: 30/6/2015 Exercise Price: $0.04 Vested and exercisable. Class E (advisor) Expiry: 30/6/2015 Exercise Price: $0.04 Vested and exercisable. Performance Shares Tranche 1 Performance Shares Vesting upon successful data acquisition from the near term drill stem test well on the CFT CBM Project, such data establishing flow and pressure build-up information demonstrating reservoir permeabilities |
| 50,000,000 125,000,000 |
interpreted to provide commercial gas flow rate estimates and gas composition information to enable the experts report to be completed to confirm recoverable gas estimates. The Tranche 1 Performance Shares expire 9 months from the date of issue. Tranche 2 Performance Shares Vesting upon the drilling and coring of two pressurised core wells on the CFT CBM Project testing for gas saturation and desorption isotherms and drill stem tests, which confirm sufficient long term gas flow rates to support a financial investment decision to commence a commercial development of a meaningful gas production operation (i.e. 20 well development with a forecast production rate of not less than 10MMscf/d), together with all regulatory approvals. The Tranche 2 Performance Shares expire 12 months from the date of issue. Tranche 3 Performance Shares Vesting upon the completion of 10 development wells having been drilled and completed on the CFT CBM Project or the completion of an alternative development well drill programme which the parties have agreed, which independent engineers prognose will deliver an equivalent or better economic development outcome at a similar cost as a 10 well programme producing not less than 5 mmscf/day. The Tranche 3 Performance expire 18 months from the date of issue (unless otherwise extended). |
|
|---|---|---|
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 5
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----- Start of picture text -----
125,000,000
Tranche 4
Performance Shares
Vesting upon the
completion of 20
development wells having
been drilled and completed
on the CFT CBM Project or
the completion of an
alternative development
well drill programme which
the parties have agreed,
which independent
engineers prognose will
deliver an equivalent or
better economic
development outcome at a
similar cost as a 20 well
programme producing not
less than 10 mmscf/day.
The Tranche 4
Performance Shares expire
24 months from the date of
issue (unless otherwise
extended).
----- End of picture text -----
- 10 Dividend policy (in the case of a As for existing shares. trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A 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 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 |
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 | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 7
of their entitlements (except by sale through a broker)?
33 +Despatch date
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 – n/a
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 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 +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.
1/1/2003
Appendix 3B Page 9
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.
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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
-
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.
-
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.
Alex Neuling Company Secretary 17 April 2013