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JCURVE SOLUTIONS LTD — Capital/Financing Update 2009
Aug 30, 2009
65158_rns_2009-08-30_e45d4fe7-a5c8-4698-970c-8bbc93f16973.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 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
Stratatel Limited
ABN
63 088 507 517
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) |
A. Ordinary fully paid shares (Shares) B. Options to subscribe for Ordinary Fully Paid Shares at an exercise price of 10 cents on or before 30 September 2011(Options) |
|---|---|
| A. 23,115,861 Shares; and B. 23,115,861 Options, pursuant to the Entitlement Issue (as described in the prospectus dated 31 August 2009 (Prospectus) and based on the number of Shares on issue at the date of this Appendix 3B) |
|
| A. Fully Paid Ordinary Shares B. 10 cent listed options exercisable on or before 30 September 2011 |
- 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 A. Yes all respects from the date of B. No – upon exercise of the options into fully allotment with an existing[+] class paid ordinary shares, the allotted and of quoted[+] securities? issued shares will rank equally in all respects with an existing class of quoted If the additional securities do not securities. The Option does not entitle the rank equally, please state: • the date from which they do holder to participate in the next interest or • the extent to which they dividend payment. 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 A. 5 cents B. Nil – attaching options 6 Purpose of the issue Pro rata non‐renounceable entitlement issue of (If issued as consideration for the shares with attaching option acquisition of assets, clearly identify those assets) 7 Dates of entering +securities On or about 7 October 2009 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 138,695,170 Fully paid ordinary shares +securities quoted on ASX ( including the securities in 23,115,861 Options ($0.10; clause 2 if applicable) 30/09/2011) *subject to rounding
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
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 |
|---|---|---|
| 1,200,000 1,000,000 1,000,000 300,000 500,000 500,000 |
Options ($0.10; 30/11/11) Options ($0.10; 15/01/11) Options ($0.12; 25/05/11) Options ($0.15; 24/06/13) Options ($0.10; 24/06/13) Options ($0.15; 17/10/13) |
|
| Issued shares will rank equally with all other Shares with respect to dividend policy |
Part 2 - Bonus issue or pro rata issue
| 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 |
No |
|---|---|
| Non‐renounceable | |
| One Shares for every five Ordinary Fully Paid Shares held with one attaching Option for everyone Share subscribed for |
|
| A. Ordinary fully paid shares B. Options to subscribe for Ordinary Fully Paid Shares at an exercise price of 10 cents on or before 30 September 2011 |
|
| 5:00pm (WST) 9 September 2009 | |
| Yes | |
| Any fractional entitlement will be rounded up to the nearest whole number |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
| 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. 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 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) |
All countries in which the entity has securities holders except Australia and New Zealand |
|---|---|
| 2 October 2009 | |
| Max Capital Pty Ltd | |
| Underwriting fee of 5% of all funds raised from the underwritten shares plus a management fee of 1% on all funds raised under the entitlement issue |
|
| N/A | |
| N/A | |
| N/A | |
| On or about 2 October 2009 in respect of Director sub‐underwriting subscriptions |
|
| On or about 11 September 2009 | |
| 28 August 2009 | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
24/10/2005
Appendix 3B New issue announcement
29 Date rights trading will end (if N/A applicable) 30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date 7 October 2009
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
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
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 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 • 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) |
23,115,861 |
|---|---|
| Options ($0.10; 30/09/11) | |
| No – upon exercise of the options into fully paid ordinary shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The Option does not entitle the holder to participate in the next interest or dividend payment. |
|
| Issue of Options attaching to New Shares to be issued by the Company under its Entitlement Issue Prospectus dated 31 August 2009. |
- See chapter 19 for defined terms.
Appendix 3B Page 6
24/10/2005
Appendix 3B New issue announcement
| 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38) |
Number | +Class |
|---|---|---|
| 138,695,170 23,115,861 *subject to rounding |
Fully paid ordinary shares Options ($0.10; 30/09/2011) |
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 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.
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31 August 2009
Sign here: ............................................................ Date: ......................... ( ~~Director/C~~ ompany secretary) Emma McCormack Print name: .........................................................== == == == ==
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7