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MAGONTEC LIMITED Capital/Financing Update 2013

Jun 30, 2013

65327_rns_2013-06-30_b15151d9-a0cd-46ed-8fb0-60962eb00069.pdf

Capital/Financing Update

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Office 10 Level 8 139 Macquarie St Sydney NSW 2000 Australia Ph: 61 2 8231 7085 Fax: 61 2 9252 8960

Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street Sydney, NSW, 2000

Dear Sirs,

1 July 2013

Magontec Limited (Company) – Issue of Securities Under Executives Securities Issue Plan

The attached Appendix 3B records the detail of securities to be listed under the Retention Rights component of the Company’s Executives Securities Issue Plan approved by shareholders in terms of Resolution 10(a) of the 2012 Annual General Meeting.

Yours Sincerely

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John Talbot Company Secretary

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

Name of entity

Magontec Limited

ABN

510 1044 1666

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)
Fully paid ordinary shares
1,699,887 fully paid ordinary shares
Ordinary shares issued to certain
executives of Magontec Limited under the
Company’s Executives Securities Issue
Plan and in terms of Resolution 10(a) of the
2012 Annual General Meeting.
The shares will fully vest 18 months after
the grant date and once vested will not be
escrowed
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 2

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes 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

5 Issue price or consideration Issued at the 10 day volume weighted average price in the period to and including 28 June 2013 being $0.0209 per share 6 Purpose of the issue Issued under the Company’s Executives (If issued as consideration for the Securities Issue Plan. acquisition of assets, clearly identify those assets)

Issued at the 10 day volume weighted average price in the period to and including 28 June 2013 being $0.0209 per share

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

No

6b The date the security holder NA resolution under rule 7.1A was passed 6c Number of +securities issued NA without security holder approval under rule 7.1

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

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
Dates of entering+securities into
uncertificated
holdings
or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including the securities in section
2 if applicable)
NA
NA
NA
NA
NA
NA
19 June 2013
Number +Class
654,207,525
440,232,652
Fully paid ordinary
shares
Options exercisable
at 2 cents each at
any time on or
before 3 January
2014.
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 4

Appendix 3B New issue announcement

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
1,300,000
61,237,218
70,604,555
Options having an
exercise price of $0.10
expiring on 16 August
2013
Options inherent in
Convertible Loan Note
#1 for $3,368,047
issued to Straits Mine
Management Pty Ltd
expiring on 1 July
2014.
Options inherent in
Convertible Loan Note
#2 for $3,500,000
issued to Straits Mine
Management Pty Ltd
expiring on 28
November 2015.
No policy exists

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval NA required? 12 Is the issue renounceable or nonNA renounceable? 13 Ratio in which the[+] securities will NA be offered 14 +Class of +securities to which the NA offer relates 15 +Record date to determine NA entitlements 16 Will holdings on different registers NA (or subregisters) be aggregated for calculating entitlements?

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

Appendix 3B New issue announcement

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 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
NA
NA
NA
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 6

Appendix 3B New issue announcement

20 Names of any underwriters NA
21 Amount of any underwriting fee or NA
commission
22 Names of any brokers to the issue NA
23 Fee or commission payable to the NA
broker to the issue
24 Amount of any handling fee payable NA
to brokers who lodge acceptances
or renunciations on behalf of
+security holders
25 If the issue is contingent on NA
+security holders’ approval, the date
of the meeting
26 Date entitlement and acceptance NA
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options, and NA
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 NA
applicable)
29 Date rights trading will end (if NA
applicable)
30 How do+security holders sell their NA
entitlements in full through a
broker?
31 How do+security holders sell part NA
of their entitlements through a
broker and accept for the balance?
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

32 How do[+] security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

NA NA

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 8

Appendix 3B New issue announcement

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.

01/08/2012

Appendix 3B Page 9

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 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)
42
Number and+class of all+securities
quoted on ASX (including the
securities in clause 38)
NA
NA
NA
NA
Number +Class
NA NA
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 10

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 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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Date: 1 July 2013

John Talbot Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 11