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ION VIDEO LTD — Capital/Financing Update 2016
Mar 3, 2016
65133_rns_2016-03-03_4291f6aa-2524-489c-ab99-d59c1880dd0e.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 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
FIRESTRIKE RESOURCES LIMITED
ABN
84 149 796 332
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 |
(a) Ordinary Shares – issued pursuant to the Prospectus Public Offer (b) Ordinary Shares – issued to Linius (Aust) Vendors pursuant to the acquisition of Linius (Aust) Pty Ltd (c) Performance Shares - issued to Linius (Aust) Vendors pursuant to the acquisition of Linius (Aust) Pty Ltd (d) Ordinary Shares – issued to Avitus Capital Pty Ltd (or nominees) pursuant to the Prospectus Conversion Offer (e) Ordinary Shares – issued to CPS Capital Group Pty Ltd (or nominees) pursuant to the Prospectus CPS Offer (f) Unlisted Options – issued to proposed Company directors (or nominees) (g) Unlisted options – issued to consultant (or nominees) The issue of securities is subject to shareholder approval at a meeting to be held on 29 March 2016 and the settlement of the acquisition of Linius (Aust) Pty Ltd and a capital raising pursuant to a Prospectus |
|---|---|
- See chapter 19 for defined terms.
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| 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. 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) 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 |
dated3March 2016. |
|---|---|
| (a) 70,000,000 Ordinary Shares (b) 300,000,000 Ordinary Shares (c) 150,000,000 Performance Shares (d) 17,500,000 Ordinary Shares (e) 5,000,000 Ordinary Shares (f) 17,500,000 Unlisted Options (g) 41,000,000 Unlisted Options |
|
| (a) Ordinary fully paid shares (b) Ordinary fully paid shares (c) Performance Shares subject to milestones, convertible 1:1 into Ordinary Shares – refer to attached extract from explanatory memorandum of notice of general meeting to be held on 29 March 2016 following this Appendix 3B for details of terms of performance shares (including conversion milestones) (d) Ordinary fully paid shares (e) Ordinary fully paid shares (f) Unlisted Options exercisable at $0.05 each on or before 31 March 2019 (g) Unlisted Options exercisable at $0.05 each on or before 31 March 2019 |
|
| Ordinary Shares – yes Performance Shares and Options will rank equally if converted or exercised into Ordinary Shares. |
- See chapter 19 for defined terms.
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| 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 6d Number of+securities issued with security holder approval under rule 7.1A |
(a) $0.05 per Share (b) Nil cash consideration, issued pursuant to the acquisition of Linius (Aust) Pty Ltd (c) Nil cash consideration, issued pursuant to the acquisition of Linius (Aust) Pty Ltd (d) $0.02 per Share (e) $0.02 per Share (f) Nil (g) Nil |
|---|---|
| Pursuant to the Prospectus dated 3 March 2016, the purpose of the Public Offer and issues to Linius (Aust) Vendors is to: - Complete the acquisition of Linius (Aust) Pty Ltd - Meet the requirements of the ASX and satisfy Chapters 1 & 2 of the ASX Listing Rules - Provide funds to develop the business of Linius (Aust) Ordinary Shares to be issued to Avitus pursuant to the Conversion Offer made under the Prospectus. Ordinary Shares to be issued to CPS Capital pursuant to the CPS Offer under the Prospectus. Options to be issued to proposed Company directors and consultant for services. |
|
| Yes | |
| 27 November 2015 | |
| Nil | |
| Nil |
- See chapter 19 for defined terms.
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6e Number of[+] securities issued Nil – All securities the subject of this with security holder approval Appendix 3B are to be issued with under rule 7.3, or another security holder approval at a specific security holder approval general meeting to be held on (specify date of meeting) 29 March 2016 6f Number of[+] securities issued Nil under an exception in rule 7.2 6g If[+] securities issued under rule Not applicable 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 Not applicable 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 7.1 – 76,599,427 issue capacity under rule 7.1 and 7.1A – 51,201,130 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 5 April 2016 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. Number +Class 8 Number and +class of all 196,809,039 Fully paid ordinary +securities quoted on ASX shares. ( including the +securities in section 2 if applicable) 14,527,554 Listed Options exercisable at $0.04 each expiring on or before 31/12/2016
- See chapter 19 for defined terms.
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| 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 |
|---|---|---|
| 315,202,269 58,500,000 150,000,000 |
Fully paid ordinary shares. Options exercisable at $0.05 each on or before 31 March 2016 Performance Shares |
|
| The Directors do not anticipate declaring a dividend in the foreseeable future. |
Part 2 - Pro rata issue
11 Is security holder approval Not applicable required? 12 Is the issue renounceable or nonNot applicable renounceable? 13 Ratio in which the[+] securities Not applicable will be offered 14 +Class of +securities to which the Not applicable offer relates 15 +Record date to determine Not applicable entitlements 16 Will holdings on different Not applicable registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Not applicable in relation to fractions 18 Names of countries in which the Not applicable 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.
- See chapter 19 for defined terms.
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| 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 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 |
Not applicable |
|---|---|
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable |
- See chapter 19 for defined terms.
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balance?
- 32 How do security holders dispose of their entitlements (except by sale through a broker)?
Not applicable
33 +Issue date
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
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 Not applicable +quotation is sought 39 +Class of +securities for which Not applicable quotation is sought 40 Do the[+] securities rank equally in Not applicable 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 Not applicable 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 Not applicable Not applicable +securities quoted on ASX ( including the[+] securities in clause 38)
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.
- See chapter 19 for defined terms.
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-
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 [82 x 54] intentionally omitted <==
Paul Lloyd Director/Company Secretary 4 March 2016
- 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 |
90,499,985 |
| 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 |
3,134,246 (18 November 2015 Options conversion) 25,536,608 (4 December 2015 Entitlement rights issue 113,200 (18 December 2015 Options conversion) 25,000 (5 February 2016 Options conversion) 202,269 (5 February 2016 Issue to corporate consultants) 300,000,000 (5 April 2016 Consideration offer per Prospectus lodged 3 March 2016) 70,000,000 (5 April 2016 Public offer per Prospectus lodged 3 March 2016) 17,500,000 (5 April 2016 Conversion offer per Prospectus lodged 3 March 2016) 5,000,000 (5 April 2016 CPS offer per Prospectus lodged 3 March 2016) |
| Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period |
|
| “A” | 512,011,308 |
- See chapter 19 for defined terms.
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Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 76,801,696 |
| 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 |
202,269 (5 February 2016) |
| “C” | 202,269 |
| 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 |
76,801,696 |
| Subtract“C” Note: number must be same as shown in Step 3 |
202,269 |
| Total[“A” x 0.15] – “C” | 76,599,427 [Note: this is the remaining placement capacity under rule 7.1] |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining | Step 4: Subtract “C” from [“A” x “B”] to calculate remaining |
|---|---|
| placement capacity under rule 7.1 | |
| “A” x 0.15 | 76,801,696 |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | 202,269 |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | 76,599,427 |
| [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” 512,011,308 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 51,201,130
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of[+] equity securities issued Nil 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” Nil
-
See chapter 19 for defined terms.
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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
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 |
51,201,130 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 51,201,130 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
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ANNEXURE 2 – TERMS OF PERFORMANCE SHARES
Rights attaching to the Performance Shares are as follows:
-
(a) ( Performance Shares ): Each performance share is a share in the capital of Firestrike Resources Limited (ACN 149 796 332) ( FIE ).
-
(b) ( General meetings ): Each performance share confers on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of FIE that are circulated to the holders of fully paid ordinary shares in the capital of FIE ( Shareholders ). Holders have the right to attend general meetings of Shareholders.
-
(c) ( No voting rights ): A performance share does not entitle the Holder to vote on any resolutions proposed by FIE except as otherwise required by law.
-
(d) ( No dividend rights ): A performance share does not entitle the Holder to any dividends.
-
(e) ( No rights to return of capital ) A performance share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
-
(f) ( Rights on winding up ): A performance share does not entitle the Holder to participate in the surplus profits or assets of FIE upon winding up.
-
(g)
-
( Not transferable ): A performance share is not transferable.
-
(h) ( Reorganisation of capital ): If at any time the issued capital of FIE is reconstructed (including a consolidation, subdivision, reduction, cancellation or return of issued share capital), all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.
-
(i) ( Application to ASX ): The performance shares will not be quoted on ASX. However, if FIE is listed on ASX at the time of conversion of the performance shares into fully paid ordinary shares ( Shares ), FIE must within 10 Business Days apply for the official quotation of the Shares arising from the conversion on ASX.
-
(j) ( Participation in entitlements and bonus issues ): A performance share does not entitled a Holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
-
(k) ( Amendments required by ASX ): The terms of the performance shares may be amended as necessary by the FIE board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
-
(l) ( No Other Rights ): A performance share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
-
See chapter 19 for defined terms.
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Conversion of the Performance Shares:
-
(a) ( Milestones ): A performance share in the relevant class will convert into one Share upon achievement of:
-
(i) Class A – Linius (Aust) enters into an agreement with Digisoft, Cork, Ireland for a limited deployment of its technology, being the installation and activation by a third party of the Linius technology ( Limited Deployment ), with the objective of demonstrating personalisation of video streams, by that date which is 12 months from the issue date ( Milestone 1 );
-
(ii) Class B – Linius (Aust) completes an alpha release of the Linius technology (which means, in line with the industry standard definition of that term, a first-stage completed version of a program or application, which may be unstable but is nevertheless useful to show what the program or application can do) that demonstrates publicly that the Linius technology achieves the Linius core patent claims, namely that the technology is able to (1) take a URL link to a piece of video content in an unknown location, and (2) play and display the video content on multiple devices with different video format requirements (and without the need for transcoding), by that date which is 18 months from the issue date ( Milestone 2 );
-
(iii) Class C - Linius (Aust) enters into an agreement with a third party (unrelated to the party under Milestone 1) for a Limited Deployment of its technology with the objective of demonstrating removal of the requirement for transcoding of video and reduction of storage. This deployment will be in partnership with a an organisation that is able to take a standard video and transcode it into all standards-based formats and store it at broadcast quality, likely to be a content delivery network by that date which is 24 months from the issue date ( Milestone 3 ); and
-
(iv) Class D – Completion of a Limited Deployment with a third party (which may or may not be one of the parties under Milestones 1 and 3) which demonstrates that the Linius technology removes the requirement for transcoding of an original MPEG-4 video file to play out on devices traditionally requiring differing formats and in doing so reduces storage requirements, and the issue of a report, either prepared by or verified by the third party, confirming this ( Milestone 4 ),
(each a Milestone and together the Milestones ).
-
(b) ( Conversion on change of control ): Notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:
-
(i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of FIE having received acceptances for more than 50% of FIE ’s shares on issue and being declared unconditional by the bidder; or
- See chapter 19 for defined terms.
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-
(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of FIE or its amalgamation with any other company or companies,
-
(iii) that number of performance shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of performance shares then on issue as well as on a pro rata basis for each Holder. Performance shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions.
-
(c) ( Redemption if Milestone not achieved ) If the relevant Milestone is not achieved by the required date, then each performance share in that class will be automatically redeemed by FIE for the sum of $0.00001 within 10 Business Days of non-satisfaction of the Milestone.
-
(d) ( Conversion Procedure ): FIE will issue the Holder with a new holding statement for the Share issued upon conversion of a performance share within 10 Business Days following the conversion.
-
(e) ( Ranking upon conversion ) The Share into which a performance share may convert will rank pari passu in all respects with the existing FIE Shares.
-
See chapter 19 for defined terms.
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