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JATCORP LIMITED — Capital/Financing Update 2014
Jul 22, 2014
65154_rns_2014-07-22_a824bb4a-1b4f-429d-addb-56b7d0440f37.pdf
Capital/Financing Update
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JATENERGY LIMITED ABN 31 122 826 242
ASX CODE: JAT
ASX ANNOUNCEMENT
23 July 2014
Loan Converted to Shares
AUSTRALIAN REGISTERED OFFICE
Floor 6, Suite 8 55 Miller Street PYRMONT NSW 2009 AUSTRALIA
CONTACT DETAILS
Telephone +61 2 9571 8300 Facsimile +61 2 9571 8200 Email [email protected] Web www.jatenergy.com
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HIGHLIGHTS
- Repayment of Mr Adam Hajek loan to be converted to shares at 2 cents per share.
Jatenergy Limited (ASC Code: JAT) is pleased to advise that it has elected to convert the loan of $100,000 made on 26 May 2014 to Adam Hajek at 2 cents per share. Mr Hajek is pleased with the repayment of the loan through the conversion into Jatenergy shares. Attached is the Appendix 3B for the conversion of the loan into shares. The shares will be issued today.
Jatenergy also advised that both parties agree that there was no profit share earned during the period of the loan (i.e. from 26 May 2014 to today) and further Mr Hajek has agreed that he will not earn any profit share subsequent to the conversion of his loan. This has been agreed through an amendment to the original agreement.
Mr Tony Crimmins, Chairman of Jatenergy said “the Directors were pleased to be able to convert the loan into shares with the agreement and support of Mr Hajek who will become the Company’s largest shareholder upon issue of these shares. Mr Hajek has been a long term supportive shareholder and the Company looks forward to a continuation of that relationship in the future.
About Jatenergy
Jatenergy (ASX: JAT) is an ASX listed energy investment company, focused on conventional, second generation and energy conversion technologies. Jatenergy also acquires projects and technologies, and creates value through its extensive marketing and promotion activities.
Media and Management Contact
Tony Crimmins +61 2 9571 8300 [email protected]
www.jatenergy.com
About Jatenergy
Jatenergy Limited is a Sydney‐based diversified energy company operating in both Australia and Asia. Jatenergy’s strategic focus is on producing cash returns from its coal and Jatropha assets as well as implementing the proprietary Coal Plus technology for upgrading low grade coal into high value energy products.
Directors
Tony Crimmins
Executive Chairman
Mr Xipeng Li Non‐Executive Director
Mr Wilton Yao Non‐Executive Director
Ian Gebbie Non‐Executive Director
Jatenergy Limited
ABN 31 122 826 242
ASX code
JAT
Ordinary fully paid shares 103,565,568
Listed options 31,898,547
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www.jatenergy.com
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
JAT ENERGY LIMITED
ABN
31 122 826 242
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 Ordinary Shares be issued 2 Number of[+] securities issued or 5,000,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the 5,000,000 shares issued on conversion of +securities (e.g. if options, $100,000 convertible loan at JAT Energy’s exercise price and expiry date; if election into ordinary fully paid shares at 2 partly paid +securities, the cents. amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
Appendix 3B Page 1
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Appendix 3B New issue announcement
4 Do the[+] securities rank equally Yes 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 2 cents 6 Purpose of the issue JAT has elected to convert $100,000 (If issued as consideration for convertible loan into 5,000,000 ordinary the acquisition of assets, clearly shares at an issue price of 2 cents. identify those assets) 6a Is the entity an[+] eligible entity Yes 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 27 November 2013 resolution under rule 7.1A was passed 6c Number of[+] securities issued 5,000,000 ordinary shares issued at JAT without security holder Energy’s election upon conversion of the approval under rule 7.1 loan
- See chapter 19 for defined terms.
Appendix 3B Page 2
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Appendix 3B New issue announcement
| 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 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 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 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) |
Nil | Nil |
|---|---|---|
| Nil | ||
| Nil | ||
Not applicable |
||
| Not applicable | ||
| 4,784,835 – under 7.1 9,856,557 – under 7.1A |
||
| 28 May 2014 | ||
| Number | +Class | |
| 108,565,568 | Ordinary fully paid shares |
- See chapter 19 for defined terms.
Appendix 3B Page 3
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Appendix 3B New issue announcement
Number +Class 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)
Part 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?
| 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 |
- See chapter 19 for defined terms.
Appendix 3B Page 4
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Appendix 3B New issue announcement
| 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 |
|
| balance? |
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
-
32 How do security holders dispose of their entitlements (except by sale through a broker)?
-
33 +Issue date
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.
Appendix 3B Page 6
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Appendix 3B New issue announcement
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 108,565,568 Ordinary Shares +securities quoted on ASX ( including the +securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 7
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Appendix 3B New issue announcement
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: Date: 23 July 2014 (Company secretary)
Print name: Graeme Hogan
- See chapter 19 for defined terms.
Appendix 3B Page 8
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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
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Insert number of fully paid [+] ordinary 98,565,568
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the 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
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 98,565,568
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- See chapter 19 for defined terms.
Appendix 3B Page 9
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Appendix 3B New issue announcement
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 | 14,784,835 |
| 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 |
Nil Nil 5,000,000 – 7 October 2013 5,000,000 – 23 July 2014 on conversion of convertible loan |
| “C” | 10,000,000 |
| 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 |
14,784,835 |
| Subtract“C” Note: number must be same as shown in Step 3 |
10,000,000 |
| Total[“A” x 0.15] – “C” | 4,784,835 [Note: this is the remaining placement capacity under rule 7.1] |
placement capacity under rule 7.1 |
|
|---|---|
| “A” x 0.15 | 14,784,835 |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | 10,000,000 |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | 4,784,835 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
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Appendix 3B New issue announcement
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” 98,565,568 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 9,856,557 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number 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
-
“E” Nil
- See chapter 19 for defined terms.
Appendix 3B Page 11
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Appendix 3B New issue announcement
| 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 |
9,868,429 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 9,868,429 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
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