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MYECO GROUP LTD — Capital/Financing Update 2012
Dec 20, 2012
65304_rns_2012-12-20_d17268ad-0054-4ee1-b99c-6c5c0b4bd266.pdf
Capital/Financing Update
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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED
DATE: 21 December 2012
SHARE PURCHASE PLAN (“SPP”) , SHARE PLACEMENT AND DIRECTOR APPOINTMENT
The Board of Cardia Bioplastics Limited (“Cardia”) advises that SPP offer closed on 20 December 2012.
SPP results will be announced on 27 December 2012.Allotment and Issue of Shares pursuant to SPP offer will also occur on 27 December 2012.
Further, the Board of Cardia is pleased to announce that it has today made placement of 200 Million fully paid ordinary shares at an issue price of 0.2 cents ($0.002) per share raising $400,000.
The placement is made to sophisticated investor- Mr. Richard Tegoni under the Company’s 15% placement capacity pursuant to Listing Rule 7.1.
Funds raised will be used for general working capital requirements of the Company.
Mr.Tegoni will hold direct and indirect equity interest of 12.49% in Cardia (before Allotment and Issue of SPP Shares) and has become substantial shareholder of Cardia.
Mr.Tegoni has also been appointed as Non –Executive Director of the Company and holds a Masters of Business Administration with the Australian Graduate School of Management (AGSM), Diploma in Mortgage Broking, Diploma in Financial Markets with the Securities Institute of Australia (SIA).
Mr.Tegoni has a background in finance, banking and sales & marketing. His experience includes senior marketing manager position with Optus Communication and business advisory & consulting roles with various small to medium sized companies. Mr.Tegoni currently holds senior management position in Melbourne University Publishing Ltd.
The Directors welcome appointment of Mr.Tegoni to the Cardia Board at the time where Cardia is transitioning from the product development phase to sales and marketing.
An Appendix 3B applying for quotation of the new securities is attached.
Cleansing Notice as required by Section 708A(5)(e) is also attached.
Appendix 3X is attached for Mr.Tegoni outlining his Initial Interest in Cardia.
Pat Volpe
Chairman
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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 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
Cardia Bioplastics Limited
ABN 89064755237
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 |
|---|---|
| 200,000,000 (200 Million) | |
| Fully paid ordinary shares ranking equally with ordinary shares from date of allotment |
- See chapter 19 for defined terms.
Appendix 3B Page 1
01/08/2012
Appendix 3B New issue announcement
| 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) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 |
Yes |
|---|---|
| $0.002 per Share | |
| Placement of fully paid ordinary shares to a sophisticated investor within the Company’s 15% placement capacity under Listing Rule7.1 .Funds will be applied for general working capital purposes. |
|
| Yes | |
| 29/11/2012 | |
| 200,000,000 |
- See chapter 19 for defined terms.
Appendix 3B Page 2
01/08/2012
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) |
NIL | |
|---|---|---|
| N/A | ||
| NIL | ||
| N/A | ||
| N/A | ||
| As per Annexure 1 | ||
| 21 December 2012 | ||
| Number | +Class | |
| 1,767,057,896 221,285,642 |
Fully Paid Ordinary Shares Listed Options (Expiry 30/6/2015 , Exercise price 1.5 cents) |
- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
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 |
|---|---|---|
| 110,308 | Unlisted Options (Expiry 30/6/2013, Exercise Price 2 cents) |
|
| N/A |
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 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. |
N/A N/A N/A N/A N/A |
|---|---|
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
01/08/2012
Appendix 3B New issue announcement
| 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) 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 |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 5
01/08/2012
Appendix 3B New issue announcement
through a broker and accept for the balance? 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A
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.
Appendix 3B Page 6
01/08/2012
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)
Number +Class
- See chapter 19 for defined terms.
Appendix 3B Page 7
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.
Sign here: ............................................................Date: .21/12/2012
(Director/Company secretary)
Print name: Rekha Bhambhani
- See chapter 19 for defined terms.
Appendix 3B Page 8
01/08/2012
Appendix 3B New issue announcement
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
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Insert number of fully paid ordinary 1,345,405,814
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 221,652,082
issued in that 12 month period under an
exception in rule 7.2
-
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinarysecurities that became fully paid in that -
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary -
securities cancelled during that 12 month
period
“A” 1,567,057,896
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- See chapter 19 for defined terms.
Appendix 3B Page 9
01/08/2012
Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 235,058,684
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of equity securities issued or 200,000,000
agreed to be issued in that 12 month period
not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 200,000,000
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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
| placement capacity under rule 7.1 | |
|---|---|
| “A” x 0.15 | 235,058,684 |
| Note: number must be same as shown in | |
| Step 2 | |
| Subtract“C” | 200,000,000 |
| Note: number must be same as shown in | |
| Step 3 | |
| Total[“A” x 0.15] – “C” | 35,058,684 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
Appendix 3B New issue announcement
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
| Part 2 | Part 2 |
|---|---|
| Rule 7.1A – Additional placement capacity for eligible entities | |
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| “A” Note: number must be same as shown in Step 1 of Part 1 |
1,567,057,896 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 156,705,790 |
| Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
| Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items |
- |
| “E” | - |
- See chapter 19 for defined terms.
Appendix 3B Page 11
01/08/2012
Appendix 3B New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
|---|---|
| “A” x 0.10 Note: number must be same as shown in Step 2 |
156,705,790 |
| Subtract“E” Note: number must be same as shown in Step 3 |
- |
| Total[“A” x 0.10] – “E” | 156,705,790 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
01/08/2012
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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED
DATE: 21 December 2012
CLEANSING NOTICE-SHARE PLACEMENT
Cardia Bioplastics Limited (“ the Company”) has today issued and allotted 200 Million ordinary fully paid shares at $0.002 per share to raise $400,000 ,by way of a placement to sophisticated investors (“the Placement”).
In relation to the Placement, the Company provides the following information in accordance with sections 708A(5) (e) and (6) of the Corporations Act 2001 (Cwlth) (“the Act”).
-
a) the Placement was made without disclosure to investors under Part 6D.2 of the Act; b) this Notice is given under section 708A(5)(e) of the Act;
-
c) as at the date of this Notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act;
-
d) as at the date of this Notice, there is no excluded information as defined under sections 708A(7) and (8) of the Act.
Rekha Bhambhani Company Secretary
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Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Initial Director’s Interest Notice
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 30/9/2001.
Name of entity - Cardia Bioplastics Limited
ABN- 89 064 755 237
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Mr.Richard Tegoni |
|---|---|
| Date of appointment | 21 December 2012 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
26,000,000 -Fully Paid Ordinary Shares
- See chapter 19 for defined terms.
Appendix 3X Page 1
11/3/2002
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Tegoni Super Fund Direct-Trustee and Beneficiary Chocolate Investments Pty Ltd Indirect-Shareholding through Family Trust. |
Number & class of Securities 169,713,445- Fully Paid Ordinary Shares 25,000,000- Fully Paid Ordinary Shares |
|---|---|
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | n/a |
|---|---|
| Nature of interest | n/a |
| Name of registered holder (if issued securities) |
n/a |
| No. and class of securities to which interest relates |
n/a |
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002