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IMDEX LIMITED — Share Issue/Capital Change 2014
Sep 1, 2014
65119_rns_2014-09-01_a9e40b24-5cc1-4218-904a-27ae11d9d537.pdf
Share Issue/Capital Change
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216 Balcatta Road, Balcatta Western Australia 6021
PO Box 1262, Osborne Park Western Australia 6916
Tel: +61 (0) 8 9445 4020 Fax: +61 (0) 8 9445 4042 [email protected]
www.imdexlimited.com ABN 78 008 947 813
2 September 2014
Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2001
Dear Sir/Madam
Appendix 3B – 2iC Australia Pty Ltd
Imdex Limited (ASX: IMD) is pleased to announce the completion of its acquisition of 2iC Australia Pty Ltd (2iC), an Australian based developer and supplier of exploration, production and technical products, for $3.0 million. Effective 1 September 2014, the acquisition was satisfied by the issue of 4.093 million IMD shares at the 73.3 cents per share, representing the 5 day VWAP prior to completion.
2iC’s portfolio of products and mechanical engineering expertise will complement Imdex’s capabilities and further enhance the leading range of technologies offered by Imdex’s subsidiary REFLEX.
The acquisition will firmly position REFLEX as the single provider of the most complete range of core orientation solutions for mining and exploration globally.
Commenting on the acquisition, Chief Executive of REFLEX – Mr Derek Loughlin said: “2iC’s extensive patent portfolio provides an attractive opportunity for REFLEX and will fit well with our aggressive technology development profile.
”Our REFLEX ACT IV, due for release in 2015, is a good example of what can be achieved when the expertise of our two companies is combined”, added Mr Loughlin. Executive Director of 2iC, Mr Gavin McLeod, supported this view and is looking forward to the Company’s next phase of development with REFLEX.
“REFLEX has a well established global support and distribution network, which will significantly increase our ability to market existing tools, such as our EZY-MARK, together with new technologies” said Mr McLeod.
The requisite Appendix 3B advice and section 708A notice is attached.
Yours faithfully
Imdex Limited
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Paul Evans
Company Secretary
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Providing innovative drilling fluids and advanced down hole instrumentation worldwide.
216 Balcatta Road, Balcatta Western Australia 6021
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PO Box 1262, Osborne Park Western Australia 6916
Tel: +61 (0) 8 9445 4020 Fax: +61 (0) 8 9445 4042 [email protected]
www.imdexlimited.com ABN 78 008 947 813
2 September 2014
Notice pursuant to section 708A(5)(e) of the Corporations Act
The Company issued 4,092,768 shares on 2 September 2014 to the previous owners of 2iC Australia Pty Ltd.
The Corporations Act 2001 (Cth) ( Corporations Act ) restricts the on-sale of securities issued without disclosure under Chapter 6D of the Corporations Act, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, any sale of the new shares will fall within the exemption contained in section 708A(5) of the Act.
In accordance with section 708A(5)(e) of the Corporations Act, the Company notifies ASX that:
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the Company issued the new shares without disclosure to investors under Part 6D.2 of the Corporations 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, and section 674 of the Corporations Act; and
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there is no excluded information (as defined in section 708A(7) of the Corporations Act) which is required to be disclosed by the Company.
Yours faithfully Imdex Limited
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Paul Evans
Company Secretary
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Providing innovative drilling fluids and advanced down hole instrumentation worldwide.
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 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, 24/10/2005.
Name of entity
Imdex Limited ABN 78 008 947 813
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) |
Ordinary Shares |
|---|---|
| 4,092,768 | |
| As per existing fully paid ordinary shares |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
| 4 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 5 Issue price or consideration 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) |
These shares rank pari passu with existing ordinary shares |
These shares rank pari passu with existing ordinary shares |
|---|---|---|
| 73.3 cents per share | ||
| Issued to the vendors of 2iC Australia Pty Ltd pursuant to the Share Purchase Agreement to acquire 100% of the issued capital of 2iC Australia Pty Ltd |
||
| 2 September 2014 | ||
| **Number ** | +Class | |
| 216,203,136 | Fully Paid Ordinary Shares |
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 900,000 | Advisor options | |
| N/A |
Part 2 - Bonus issue or pro rata issue
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11 Is security holder approval required?
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12 Is the issue renounceable or nonrenounceable?
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13 Ratio in which the[+] securities will be offered
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14 +Class of +securities to which the offer relates
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15 +Record date to determine entitlements
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16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
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17 Policy for deciding entitlements in relation to fractions
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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.
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19 Closing date for receipt of acceptances or renunciations
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20 Names of any underwriters
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See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 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 of their entitlements (except by sale through a broker)? 33 +Despatch date |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities
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( tick one )
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(a) Securities described in Part 1
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(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
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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
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36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
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1 - 1,000
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1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
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37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
Entities that have ticked box 34(b)
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38 Number of securities for which +quotation is sought
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39 Class of +securities for which quotation is sought
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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
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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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
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42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
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See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
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: 2 September 2014 ( Company secretary )
Print name: Paul Evans
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7