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KELSIAN GROUP LIMITED — Capital/Financing Update 2014
Sep 24, 2014
65187_rns_2014-09-24_a2f9576e-542a-42a3-bdb8-32e5dfc282fc.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 o1/07/96 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
SeaLink Travel Group
ABN
49 109 078 257
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).
+Class of +securities issued or to $\mathbf{1}$ be issued
Ordinary Shares
Number of *securities issued or $\mathbf{z}$ to be issued (if known) or maximum number which may be issued
375,000
the of Principal terms $\overline{\mathbf{3}}$ *securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due payment; dates for if +convertible securities, the conversion price and dates for conversion)
Conversion of options to fully paid shares
+ See chapter 19 for defined terms.
$\bar{\phantom{a}}$
| 4 | Do the + securities rank equally in all respects from the issue date with an existing +class of quoted securities? |
Yes, the same rights as existing ordinary shares |
|---|---|---|
| If the additional + securities do not rank equally, please state: the date from which they do the extent to which they ٠ for the participate next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do not rank equally, other than relation to the next in - distribution dividend. OГ interest payment |
||
| 5 | Issue price or consideration | total consideration \$1.20 375,000 @ \$450,000 |
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Conversion of existing options which existed prior to the Company's listing |
| 6a | Is the entity an + eligible entity obtained that has security holder approval under rule 7.1A? |
N/A |
| 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 |
N/A |
| 6c | Number of + securities issued without security holder approval under rule 7.1 |
N/A |
J.
+ See chapter 19 for defined terms.
- 6d Number of +securities issued $N/A$ with security holder approval under rule 7.1A
- Number of +securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
- Number of +securities issued | N/A $6f$ under an exception in rule 7.2
- If *securities issued under rule $\vert$ N/A 6g 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 non-cash rule for $7.1A$ consideration, state date on valuation of which consideration was released to ASX Market Announcements
- Calculate the entity's remaining $|$ 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
- +Issue dates 7
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 and +class of a 8 +securities quoted on AS. (including the +securities i section 2 if applicable)
| Number | + Class |
|---|---|
| 75,999,923 | Ordinary |
$N/A$
$N/A$
$N/A$
$N/A$
- See chapter 19 for defined terms.
Appendix 3B Page 3
| Number | + Class | |
|---|---|---|
| Number and + class of all *securities not quoted on ASX ( including the 'securities in section 2 if applicable) |
1,596,327 | Tranche 1: 423,202 exercisable at \$1.20 Tranche 2: 423,125 exercisable at \$1.40 Tranche 3: 750,000 exercisable at \$1.40 |
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests) Shares will participate in all declared ${\bf 10}$ dividends
Part 2 - Pro rata issue
| 11 | holder approval security Is 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 | determine +Record date to entitlements |
| 16 | different holdings Will on registers (or subregisters) be calculating for aggregated 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. |
+ See chapter 19 for defined terms.
| 19 | of Closing date for receipt 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 participate holders to 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 and accept for the broker |
|
+ See chapter 19 for defined terms.
$\bar{\beta}$
| balance? | ||
|---|---|---|
| 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
- Type of +securities $34$ (tick one)
- *Securities described in Part 1 $(a)$
- $(b)$ 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 conve securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
| 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 |
Tick to indicate you are providing the information or
+ See chapter 19 for defined terms.
| Entities that have ticked box 34(b) | |||||
|---|---|---|---|---|---|
| ------------------------------------- | -- | -- | -- | -- | -- |
- Number of +securities for which 38 +quotation is sought
- +Class of +securities for which 39 quotation is sought
- Do the +securities rank equally in 40 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 $\bullet$
- the extent to which they $\bullet$ the participate for 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, interest distribution $or$ payment
- Reason for request for quotation 41 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 and +class of all 42 quoted on ASX +securities (including the +securities in clause $38)$
| Mumber | + Class | |
|---|---|---|
+ See chapter 19 for defined terms.
Quotation agreement
a cara da cara da contra de
- *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
- We warrant the following to ASX. $\overline{a}$
$\mathcal{L}^{\mathcal{L}}$ .
$\sim$ $\sim$
$\omega = \omega$
The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
$\frac{1}{2}$ , $\frac{1}{2}$ , $\frac{1}{2}$ , $\frac{1}{2}$
- 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.
- We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any 4 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.
. . . . . . . . . . . . . . . . . . . .
Date: 25/09/2014
Sign here:
(Company secretary)
Print name:
Trevor WALLER
$- - - +$ $- -$
+ See chapter 19 for defined terms.