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MAGONTEC LIMITED — Capital/Financing Update 2013
Jan 3, 2013
65327_rns_2013-01-03_38ef126a-1ba3-4aed-8d2d-1458ac5efed0.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,
4 January 2013
Magontec Limited (Company) – Appendix 3B Partially Underwritten Renounceable Rights Issue
Shares and options have been allotted today to those shareholders who participated in the Company's Renounceable Rights Issue. Holding Statements showing those allotments have been dispatched today to participating shareholders.
The attached Appendix 3B records the detail of additional securities to be listed and other information as required by ASX Listing Rules.
The two Appendices immediately following this covering letter address the requirements at Items 35 and 36 in the attached Appendix 3B.
Yours Sincerely
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John Talbot Company Secretary
Appendix 1
Information Required at Item 35 in the following Appendix 3B
Names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
Fully Paid Ordinary Shares
Top 20 Holdings as at 04-01-2013
| Holder Name | Balance at 04-01-2013 | % |
|---|---|---|
| QINGHAI SALT LAKE MAGNESIUM | ||
| INDUSTRY LTD | 180,535,784 | 27.834 |
| KWE (HK) INVESTMENT DEVELOPMENT | ||
| CO LIMITED | 55,797,298 | 8.603 |
| CITICORP NOMINEES PTY LIMITED | 43,221,715 | 6.664 |
| STRAITS MINE MANAGEMENT PTY | ||
| LIMITED | 40,499,167 | 6.244 |
| J P MORGAN NOMINEES AUSTRALIA | ||
| LIMITED | 29,729,832 | 4.584 |
| NATIONAL NOMINEES LIMITED | 27,915,207 | 4.304 |
| OPTIMIST INTERNATIONAL INVESTMENTS | ||
| LIMITED | 21,738,810 | 3.352 |
| HSBC CUSTODY NOMINEES (AUSTRALIA) | ||
| LIMITED | 12,597,269 | 1.942 |
| MR NICHOLAS WILLIAM ANDREWS | 11,079,542 | 1.708 |
| MRS DAWN PATRICIA DAVIS | 7,657,465 | 1.181 |
| MR DAVID PARHAM | 4,830,331 | 0.745 |
| JP MORGAN NOMINEES AUSTRALIA | ||
| LIMITED | 4,163,104 | 0.642 |
| MR JOHN DAVID TALBOT | 4,000,767 | 0.617 |
| JOHN STUART HAMER FITTON | 3,747,070 | 0.578 |
| MR PETER FABIAN HELLINGS & MRS | ||
| JACQUELINE KIM GUN HELLINGS <BOX | 3,050,000 | 0.470 |
| MRS PAMELA ELIZABETH DRABSCH | 2,800,000 | 0.432 |
| MR IANAKI SEMERDZIEV | 2,770,000 | 0.427 |
| MR DAVID ALOYSIUS DRABSCH | 2,644,445 | 0.408 |
| MR HOWARD LEONARD PATRICK & MS | ||
| CAROL FRANCIS PATRICK <HL & CF | 2,400,000 | 0.370 |
| DALSIZ PTY LTD <MORRISON FAMILY S/F | ||
| A/C> | 2,228,667 | 0.344 |
| Total | 71.447 | |
| Issued Capital | 648,605,845 |
Appendix 3B New issue announcement
Options $0.02 Expiring 3 January 2014
Top 20 Holdings as at 04-01-2013
| Holder Name | Balance at 04-01-2013 | % |
|---|---|---|
| QINGHAI SALT LAKE MAGNESIUM | ||
| INDUSTRY LTD | 250,200,000 | 56.733 |
| J P MORGAN NOMINEES AUSTRALIA | ||
| LIMITED | 38,144,214 | 8.649 |
| NATIONAL NOMINEES LIMITED | 24,104,796 | 5.466 |
| CITICORP NOMINEES PTY LIMITED | 21,842,108 | 4.953 |
| OPTIMIST INTERNATIONAL INVESTMENTS | ||
| LIMITED | 15,527,722 | 3.521 |
| HSBC CUSTODY NOMINEES (AUSTRALIA) | ||
| LIMITED | 9,462,722 | 2.146 |
| MR NICHOLAS WILLIAM ANDREWS | 7,913,960 | 1.794 |
| MRS DAWN PATRICIA DAVIS | 5,469,618 | 1.240 |
| MR MATTHEW BURFORD | 2,996,000 | 0.679 |
| JP MORGAN NOMINEES AUSTRALIA | ||
| LIMITED | 2,565,554 | 0.582 |
| AG & GK PTY LTD <AMC | ||
| SUPERANNUATION FUND A/C> | 2,400,000 | 0.544 |
| MR PETER FABIAN HELLINGS & MRS | ||
| JACQUELINE KIM GUN HELLINGS <BOX | 2,180,000 | 0.494 |
| MRS PAMELA ELIZABETH DRABSCH | 2,000,000 | 0.453 |
| MR DAVID ALOYSIUS DRABSCH | 1,888,890 | 0.428 |
| DALSIZ PTY LTD <MORRISON FAMILY S/F | ||
| A/C> | 1,771,334 | 0.402 |
| DR GILLIAN KATRIN MACLAINE-CROSS & | ||
| DR ANDREW DUNCAN MACLAINE-CROSS | 1,600,000 | 0.363 |
| DR ANDREW DUNCAN MACLAINE-CROSS | 1,600,000 | 0.363 |
| MRS KATRINA LOVERIDGE | 1,509,328 | 0.342 |
| MR DAVID ALOYSIUS DRABSCH & MRS | ||
| PAMELA ELIZABETH DRABSCH <ALEX & | 1,444,446 | 0.328 |
| HSBC CUSTODY NOMINEES (AUSTRALIA) | ||
| LIMITED - A/C 2 | 1,174,634 | 0.266 |
| Total | 395,795,326 | 89.746 |
| Issued Capital | 441,016,570 |
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- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
Appendix 3B New issue announcement
Appendix 2
Information Required at Item 36 in the following Appendix 3B
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
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- See chapter 19 for defined terms.
Appendix 3B Page 4
01/08/2012
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 • Fully paid ordinary shares ( Shares ) be issued • Listed options to acquire fully paid ordinary shares ( Options )
-
2 Number of[+] securities issued or 220,508,285 Shares to be issued (if known) or 441,016,570 Options maximum number which may be issued
- See chapter 19 for defined terms.
Appendix 3B Page 5
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Appendix 3B New issue announcement
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)
Shares and Options will be issued on the terms set out in the renounceable Rights Issue prospectus dated 23 November 2012 and lodged with ASX and ASIC on the same date (Prospectus).
-
Shares – terms of the Shares are summarised in section 4.1 of the Prospectus
-
Options are exercisable at 2 cents each at any time on or before 3 January 2014. Option terms are printed on the reverse of the Holding Statements dispatched to participating shareholders on 4 January 2013.
-
See chapter 19 for defined terms.
Appendix 3B Page 6
01/08/2012
Appendix 3B New issue announcement
4 Do the[+] securities rank equally • Shares – Yes in all respects from the date of • Options – No. The Options are a new allotment with an existing[+] class class of options. Options are exercisable of quoted[+] securities? in accordance with the terms summarised in section 4.2 of the If the additional securities do Prospectus and upon conversion of the not rank equally, please state: • the date from which they do Options, the shares will rank equally • the extent to which they with existing shares. 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 Shares - $0.05 per share Options – Nil 6 Purpose of the issue Pro-rata renounceable Rights Issue to raise (If issued as consideration for up to approximately $11,805,769 (before the acquisition of assets, clearly costs) to be applied as described in section identify those assets) 2.1 of the Prospectus. 6a Is the entity an[+] eligible entity No 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 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.
Appendix 3B Page 7
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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 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 | ||
| 4 January 2013 | ||
| Number | +Class | |
| 648,605, 845 441,016,570 |
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.
Appendix 3B Page 8
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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 | Options having an exercise price of $0.10 expiring on 16 August 2013 |
|
| No policy exists |
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 |
|---|---|
| Renounceable | |
| 5 new fully paid ordinary shares and 10 free attaching listed options for every 9 existing fully paid ordinary shares held as at the Record Date |
|
| Fully paid ordinary shares Listed options exercisable at 2 cents each at any time on or before 3 January 2014. |
|
| 3 December 2012 | |
| No | |
| Fractional Entitlements have been rounded up to the nearest whole number. Refer section 1.3 of the Prospectus. |
- See chapter 19 for defined terms.
Appendix 3B Page 9
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Appendix 3B New issue announcement
18 Names of countries in which the All countries other than Australia, New entity has[+] security holders who Zealand, Switzerland and the People’s will not be sent new issue Republic of China. Refer to sections 1.9 – documents 1.11 of the Prospectus. 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 24 December 2012 acceptances or renunciations
- See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
Appendix 3B New issue announcement
| 20 | Names of any underwriters | Patersons Securities Limited (Patersons) |
|---|---|---|
| 21 | Amount of any underwriting fee | Underwriting fee of 1% of the amount |
| or commission | underwritten, being a fee of $88,378. | |
| Refer to section 6.2 of the Prospectus. | ||
| 22 | Names of any brokers to the | Patersons Securities Limited |
| issue | ||
| 23 | Fee or commission payable to the | $60,000 |
| broker to the issue | ||
| 24 | Amount of any handling fee | NA |
| payable 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 | 7 December 2012 |
| form and prospectus or Product | ||
| Disclosure Statement will be sent | ||
| to persons entitled | ||
| 27 | If the entity has issued options, | 23 November 2012 |
| 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 | 27 November 2012 |
| applicable) | ||
| 29 | Date rights trading will end (if | 14 December 2012 |
| applicable) | ||
| 30 | How do+security holders sell | By contacting their broker verbally or |
| their entitlementsin fullthrough | completing the section marked | |
| a broker? | “Instructions to Stockbroker” on the | |
| Entitlement and Acceptance Form and | ||
| lodging the Form with their broker. Refer | ||
| to section 3.4 of the Prospectus. |
- See chapter 19 for defined terms.
Appendix 3B Page 11
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Appendix 3B New issue announcement
| 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date |
By completing the Entitlement and Acceptance Form in accordance with the instructions set out in the Form. Indicate the number of new shares and new options the Shareholder wishes to accept (being less than their entitlement as specified on the Entitlement and Acceptance Form) and complete the section marked “Instructions to Stockbroker” on the Form in respect of that part of the entitlement the Shareholder wishes to sell. Return the completed Entitlement and Acceptance Form together with payment for the total amount payable in respect of the shares and new options accepted by 5.00pm (EDST) on 24 December 2012. Refer to section 3.5 of the Prospectus. |
|---|---|
| Complete a renunciation form (obtainable through your stockbroker or the Company’s share registrar). Refer to section 3.6 of the Prospectus. |
|
| 4 January 2013 |
- See chapter 19 for defined terms.
Appendix 3B Page 12
01/08/2012
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
Refer Appendix 1 to the covering letter.
-
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
-
Refer Appendix 2 to the covering letter.
-
37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 13
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Appendix 3B New issue announcement
Entities that have ticked box 34(b)
38 Number of securities for which NA +quotation is sought 39 Class of +securities for which NA quotation is sought 40 Do the[+] securities rank equally in NA 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 NA 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 NA NA +securities quoted on ASX (including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 14
01/08/2012
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: 4 January 2013
John Talbot Company Secretary
- See chapter 19 for defined terms.
Appendix 3B Page 15
01/08/2012
Appendix 3B New issue announcement
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- See chapter 19 for defined terms.
Appendix 3B Page 16
01/08/2012