AI assistant
MYECO GROUP LTD — Capital/Financing Update 2008
Jun 22, 2008
65304_rns_2008-06-22_4edef2f8-1bf3-470b-9bf8-bcb452d25f57.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [76 x 108] intentionally omitted <==
ACN 064 755 237
TO: COMPANY ANNOUNCEMENTS OFFICE AUSTRALIAN SECURITIES EXCHANGE LIMITED
DATE: 23[rd] June 2008
NEW ISSUE OF SECURITIES
Further to the approval of shareholders given at the General Meeting of 16[th] June 2008 the Company announces the issue of total of 276,172,149 new options as follows:
-
A. Each person registered as a holder of an option with an expiry date of 31 December 2007 which was not exercised at that date and therefore expired, will be offered one (1) new option for each of the abovementioned options that expired with the maximum number of options to be issued being 196,167,308 . Each new option will be issued at a price of ½ of a cent ($0.005) and is exercisable at 10 cents at any time up to 30 June 2011.
-
B. The balance of the options (plus any shortfall in the issue referred in item A above) will be issued free as a bonus issue to members at the record rate (13 August 2008) to determine entitlements to the bonus issue as per the attached timetable. These options will also be exercisable at an exercise price of $0.10 (10 cents) at any time up to 30 June 2011 under the terms of the issue approved at the General Meeting on 16[th] June 2008.
A separate prospectus will be issued in relation to each of the issues referred in Item (A) & (B).
An Appendix 3B and Time Table is attached.
Pat Volpe Chairman
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: [email protected]
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
CARDIA TECHNOLOGIES LIMITED
ABN 89 064 755 237
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 |
Options |
|---|---|
| A Total of 276,172,149 options with: (a) up to 196,167,308 options being issued at an issue price of $0.005 (1/2 a cent). (b) the balance of the options being issued as a bonus issue to members at the record date (13 August 2008) to determine entitlements to the bonus issue as per the attached timetable. All options will be exercisable at an exercise price of $0.10 (10 cents) at any time up until 30 June 2011 under the terms of the issue as approved in general Meeting on 16 June 2008. A separate prospectus will be required to be issued in relation to each of the issues in 2(a) and 2(b). |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
| 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) 4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates |
The options to be granted pursuant to 2(a) above will be granted at an issue price of $0.005 (1/2 a cent) and being exercisable at an exercise price of $0.10 (10 cents) at any time up until 30 June 2011. As to the balance they will be issued free of cost to members as a bonus issue as referred to in 2(b). |
|---|---|
| No: the Options are a new class of security. The ordinary shares to be issued on exercise of the options will rank equally with all other ordinary shares then on issue. |
|
| As per 2(a) above up to 196,167,308 will be issued at an issue price 0f $0.005 (1/2 a cent). The balance of the options (including any shortfall in the issue referred to in item 2(a) will be issued free as a bonusissue. |
|
| To raise funds from the issue and to fulfil commitments made to members and optionholders on 17 December 2007. |
|
| Anticipated date is by 15 August 2008 as per the attached timetable. |
| 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 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 |
|---|---|---|
| 276,172,149 276,172,149 |
Ordinary shares Options as per 2(a) and 2(b). |
|
| Number | +Class | |
| NIL | ||
| The board of directors dividend policy upon operations |
will consider establishing a achievement of profitable |
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? |
No |
|---|---|
| No | |
| Anticipated to be approximately 1 for 3 subject to the amount of shortfall from the issue referred to in 2(a). Precise details of the ratio of the bonus component of the issue will only be available on the shortfall, if any, in the issue the subject of 2(a) above beingdetermined. |
|
| Options to acquire ordinary shares. | |
| No record date for issue referred to in 2(a). The record date for bonus component of the issue is as per attached timetable, namely 12 August 2008. |
|
| Yes |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
| 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 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 |
Entitlements under the bonus component of the issue will be rounded down |
|---|---|
| The prospectus for the issue under 2(a) will not be issued to anyone outside Australia and New Zealand. |
|
| Closing date for acceptances under offer referred to in 2(a) is 1 August 2008 as per the attached timetable. There is no closing date for the bonus issue component under 2(b) by virtue of it being a bonus issue. |
|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| The issue was approved at a general meeting of members on 16 June 2008. |
|
| The Prospectus for issue referred to in 2(a) will be despatched on 18 July 2008 as per the attached timetable. The prospectus for the bonus issue component will be despatched by not later than 15 August 2008 as per attached timetable. That prospectus will be issued with the relevant holding statements for the bonus options being granted under that issue. as per attached timetable. |
| 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? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| Anticipated despatch date is 15 August 2008 as per attached timetable. |
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) X 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
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
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
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 on conversion of another security, clearly identify that other security) |
276,172,149 |
|---|---|
| Options exercisable at an exercise price of $0.10 (10 cents) at any time up until 30 June 2011. |
|
| The options are a new class of security. Ordinary shares issued on exercise of the options will rank equally with all other ordinary shares then on issue. |
|
| The issue of the options is required to be proceeded with pursuant to a resolution passed at general meeting of the members of the Company held on 16 June 2008. |
| 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38) |
Number | +Class |
|---|---|---|
| 276,172,149 276,172,149 |
Ordinary shares Options exercisable at an exercise price of $0.10 (10 cents) at any time up until 30 June 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.
Sign here:
............................................ Date: ....23 June 2008.....................
(Director)
Print name: .....PATRICK VOLPE....................................................
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
| Timetable for Options Issue: Cardia Technologies Limited | ||
| Item | Date | Business Day: ASX Timetable |
| Shareholder Meeting | Monday 16 June 2008 | Before Day 0 |
| Entity announces bonus issue to ASX and applies for quotation (Appendix 3B). |
By Close of Business Monday 23 June 2008 |
Before Day 0 |
| Lodge Prospectus for issue to ex option holders only with ASIC and ASX: excludes bonus. |
Tuesday 1 July 2008 | Day 0 |
| Expiry of Exclusion Period on Prospectus. |
By Tuesday 15 July 2008 |
Day 10 |
| Despatch of Offer to Ex- Optionholders with application Form for Optionholders. |
Friday 18 July 2008 | Day 13 |
| Lodge further prospectus with ASIC for bonus element with ASIC and ASX. |
Monday 28 July 2008 | Day 19 |
| Acceptances from Ex- Optionholders under first prospectus closes. |
Friday 1 August 2008 | Day 21 |
| Determination of Shortfall in Options issue under first prospectus. |
Wednesday 6 August 2008 |
Day 24 |
| Securities quoted on deferred delivery basis. |
Thursday 7 August 2008 | Day 25 |
| Expiry of Exclusion Period on Prospectus for bonus options. |
Thursday 7 August 2008 | Day 25 |
| Record Date to determine persons entitled to participate in bonus element. |
Tuesday 13 August 2008 |
Day 29 |
| Despatch of Holding Statements for Options issued pursuant to the Issue to Ex optionholders at ½ cent. Despatch of Prospectus and Holding Statements re bonus component of Issue. |
By Friday 15 August 2008 |
Day 37 |