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IMEXHS LIMITED — Capital/Financing Update 2017
Aug 1, 2017
65120_rns_2017-08-01_4970ce36-dd46-48b4-9d53-fc677bb21b27.pdf
Capital/Financing Update
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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, 04/03/13
Name of entity
Omni Market Tide Limited
ABN
60 096 687 839
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 Ordinary Fully Paid Shares
or to be issued
2 Number of [+]securities issued 15,000,000 (previously restricted)
or to be issued (if known)
or maximum number which may
be issued
3 Principal terms of the Fully Paid Ordinary ranking pari passu
+securities (e.g. if with existing ordinary shares.
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.
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4 Do the +securities rank Yes - Ordinary shares will rank pari passu equally in all respects from with existing ordinary shares. the +issue date 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 – securities already in issue 6 Purpose of the issue Quotation of securities released from (If issued as consideration escrow on 30 July 2017 for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible Yes entity 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 31 May 2017 resolution under rule 7.1A was passed
+ See chapter 19 for defined terms.
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6cNumber of+securities issuedwithoutsecurityholderapproval under rule 7.16dNumber of+securities issuedwithsecurityholderapproval under rule 7.1A6eNumber of+securities issuedwithsecurityholderapproval under rule 7.3, oranotherspecificsecurityholderapproval(specifydate of meeting)6fNumber of+securities issuedunder an exception in rule7.26gIf+securities issued underrule 7.1A, was issue priceat least 75% of 15 day VWAPas calculated under rule7.1A.3? Include the+issuedateandbothvalues.Include the source of theVWAP calculation.6hIf+securities were issuedunder rule 7.1A for non-cashconsideration, state date onwhichvaluationofconsideration was releasedto ASX Market Announcements6iCalculatetheentity’sremainingissuecapacityunder rule 7.1 and rule 7.1A– complete Annexure 1 andreleasetoASXMarketAnnouncements7+Issue datesNote: The issue date may be prescribedby ASX (refer to the definition of issuedate in rule 19.12). For example, theissue date for a pro rata entitlementissue must comply with the applicabletimetable in Appendix 7A.Cross reference: item 33 of Appendix 3B. |
N/A |
|---|---|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
Listing rule 7.1 – 13,398,577 shares Listing rule 7.1A – 14,265,718 shares |
|
| N/A – already on issue |
+ See chapter 19 for defined terms.
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8Number and+class of all+ securities quoted on ASX(including the+ securitiesin section 2 if applicable)9Number and +class of all+securities not quoted onASX(includingthe+securities in section 2 ifapplicable)10Dividend policy (in the caseof a trust, distributionpolicy) on the increasedcapital (interests) |
Number | +Class |
|---|---|---|
150,657,180 2,500,006 |
Ordinary Shares (OMT). Options exercisable at $1.00 on or before 31 December 2018(OMTO) |
|
| Number | +Class | |
3,000,000 35,000,000 |
Class A Performance Shares Options with an exercise price of 2.5 cents per share expiring 31 March 2021. |
|
No plans to pay dividends at this stage. |
+ See chapter 19 for defined terms.
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Part 2 - Pro rata issue Not Applicable
11Is security holder approvalrequired?12Is the issue renounceable ornon-renounceable?13Ratioinwhichthe+ securities will be offered14+ Classof+ securitiestowhich the offer relates15+ Record date to determineentitlements16Will holdings on differentregisters (or subregisters)be aggregated for calculatingentitlements?17Policyfordecidingentitlements in relation tofractions18Names of countries in whichtheentityhassecurityholders who will not be sentnew offer documentsNote: Security holders must be told howtheir entitlements are to be dealt with.Cross reference: rule 7.7.19Closing date for receipt ofacceptances or renunciations20Names of any underwriters21Amount of any underwritingfee or commission22Names of any brokers to theissue |
|
|---|---|
+ See chapter 19 for defined terms.
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23Fee or commission payable tothe broker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciationson behalf of security holders25If the issue is contingent onsecurity holders’ approval,the date of the meeting26Dateentitlementandacceptance form and offerdocuments will be sent topersons entitled27If the entity has issuedoptions,andthetermsentitle option holders toparticipate on exercise, thedate on which notices will besent to option holders28Daterightstradingwillbegin (if applicable)29Date rights trading will end(if applicable)30How do security holders selltheir entitlements in fullthrough a broker?31How do security holders sellpart of their entitlementsthrough a broker and acceptfor the balance?32Howdosecurityholdersdispose of their entitlements(except by sale through abroker)?33+ Issue date |
|
|---|---|
+ See chapter 19 for defined terms.
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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 - Ordinary shares only.
(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
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[+] quotation is sought
39 + Class of + securities for which quotation is sought
+ See chapter 19 for defined terms.
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40 Do the + securities rank equally in all respects from the + issue date 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.
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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 is not available now, we 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: Company Secretary Print name: Paul Frederiks
Date: 2 August 2017.
== == == == ==
+ See chapter 19 for defined terms.
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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 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
| Part 1 | Part 1 |
|---|---|
| Rule 7.1 – Issues exceeding 15% of capital | |
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue |
226,568,898 |
| Addthe 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 |
104,000,000 fully paid ordinary shares issued on 7 June 2017 from a private placement as approved by shareholders on 31 May 2017 16,000,000 fully paid ordinary shares issued on 7 June 2017 arising from the conversion of Convertible notes |
| Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period |
(203,911,718) – Share Consolidation |
| “A” | 142,657,180 |
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
+ See chapter 19 for defined terms.
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| Multiply“A” by 0.15 | 21,398,577 |
|---|---|
| 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 |
8,000,000 fully paid ordinary shares |
| “C” | 8,000,000 |
| 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 |
21,398,577 |
| Subtract“C” Note: number must be same as shown in Step 3 |
8,000,000 |
| Total[“A” x 0.15] – “C” | 13,398,577 [Note: this is the remaining placement capacity under rule 7.1] |
+ See chapter 19 for defined terms.
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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” | 142,657,180 |
|---|---|
| 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 |
| “D” | 0.10 |
|---|---|
| Note: this value cannot be changed | |
| Multiply“A” by 0.10 | 14,265,718 |
| 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 |
-
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” -
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| capacity under rule 7.1A | |
|---|---|
| “A” x 0.10 | 14,265,718 |
| 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” | 14,265,718 |
| Note: this is the remaining placement capacity | |
| under rule 7.1A |
+ See chapter 19 for defined terms.
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