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IMEXHS LIMITED — Capital/Financing Update 2017
Jun 6, 2017
65120_rns_2017-06-06_f72ab735-4741-4d30-8cdf-3faaa168e37e.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 or to a) Ordinary Fully Paid Shares be issued b) Ordinary Fully Paid Shares c) Ordinary Fully Paid Shares d) Options 2 Number of[+] securities issued or a) 104,000,000 to be issued (if known) or b) 16,000,000 maximum number which may c) 8,000,000 be issued d) 35,000,000 3 Principal terms of the a) Fully Paid Ordinary ranking pari passu +securities (e.g. if options, with existing ordinary shares. exercise price and expiry date; if b) Fully Paid Ordinary ranking pari passu partly paid +securities, the with existing ordinary shares. amount outstanding and due c) Fully Paid Ordinary ranking pari passu dates for payment; if with existing ordinary shares. +convertible securities, the d) Options with an exercise price of 2.5 cents per share expiring 31 March 2021. conversion price and dates for conversion)
- See chapter 19 for defined terms.
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| 4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 |
a) Yes - Ordinary shares will rank pari passu with existing ordinary shares. b) Yes - Ordinary shares will rank pari passu with existing ordinary shares. c) Yes - Ordinary shares will rank pari passu with existing ordinary shares. d) Yes - Ordinary shares issued on the exercise of options will rank pari passu with existing ordinary shares. |
|---|---|
| a) $0.0125 per share b) Nil – conversion of convertible notes c) $0.0125 per share d) Nil |
|
| a) Share Placement approved by shareholders on 31 May 2017. b) Conversion of Convertible Notes into equity. c) Share Placement d) Options approved by shareholders on 31 May 2017. |
|
| Yes | |
| 31 May 2017 | |
| 8,000,000 Fully Paid Ordinary Shares |
- See chapter 19 for defined terms.
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6d Number of[+] securities issued N/A with security holder approval under rule 7.1A 6e Number of[+] securities issued 104,000,000 Fully Paid Ordinary Shares as approved with security holder approval by shareholders on 31 May 2017. under rule 7.3, or another 35,000,000 Options as approved by shareholders on specific security holder approval 31 May 2017. (specify date of meeting) 6f Number of[+] securities issued 16,000,000 Fully Paid Ordinary Shares. under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A 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 Listing rule 7.1 – 13,398,577 shares rule 7.1A – complete Annexure 1 and release to ASX Market Listing rule 7.1A – 14,265,718 shares Announcements 7 +Issue dates 7 June 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.
- See chapter 19 for defined terms.
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| 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 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 |
|---|---|---|
| 135,657,180 2,500,006 |
Ordinary Shares (OMT). Options exercisable at $1.00 on or before 31 December 2018(OMTO) |
|
| Number | +Class | |
| 15,000,000 3,000,000 35,000,000 |
Ordinary Shares held in escrow until 30 July 2017 (OMTAA) Class A Performance Shares held in escrow until 30 July 2017 (OMTAB) 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
| 11 | Is security holder approval |
|---|---|
| required? | |
| 12 | Is the issue renounceable or non- |
| renounceable? | |
| 13 | Ratio in which the+securities |
| will be offered | |
| 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 offer | |
| 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 |
- See chapter 19 for defined terms.
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| 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 offer documents 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 | +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
- See chapter 19 for defined terms.
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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+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.
==> picture [114 x 40] intentionally omitted <==
Sign here: ............................................................ Company Secretary Print name: P Frederiks == == == == ==
Date: 7 June 2017.
- See chapter 19 for defined terms.
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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
| 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”
| Step 2: Calculate 10% of “A” | |
|---|---|
| “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 |
-
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” -
| “E” - |
“E” - |
|---|---|
| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement | |
| 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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