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MYECO GROUP LTD — Capital/Financing Update 2012
Feb 8, 2012
65304_rns_2012-02-08_7ca7929d-f208-4536-aa26-d691ecf86e2b.pdf
Capital/Financing Update
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ASX CODE: CNN OTCQX CODE: CDRBY
TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED
DATE: 9 February 2012.
CARDIA TO RAISE $2.35M: RENOUNCEABLE RIGHTS ISSUE & APPENDIX 3B
Cardia Bioplastics Limited (CNN) announces a rights issue to raise up to $2.35m .The issue is proposed to be underwritten up to $1.5m by Patersons Securities Limited. The funds will be used for working capital purposes in order to address the Company’s immediate sales opportunities along with funding the Company’s development projects as the bioplastics business gains sales momentum.
Details are as follows.
The Board of Cardia Bioplastics Limited (“the Company”) announces a renounceable rights issue to eligible shareholders on the following terms (“Rights Issue”):
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One (1) new ordinary fully paid share (“New Share”) for every four (4) shares held at the Record Date, at an issue price of $0.007 per new share.
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For every one New Share subscribed, one (1) option exercisable at $0.015 each at any time up to 5pm AEST on 30 June 2015 (“Expiry Date”) will be issued to the subscriber at nil cost.
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The Rights Issue is expected to raise approximately $2.35M before expenses.
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Patersons Securities Limited is the Lead Manager and underwriter to the Rights Issue which is proposed to be underwritten up to $1.5 million.
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The New Shares will rank pari passu with the existing issued shares of the Company.
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The Issue will round down.
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The maximum number of shares offered under the Rights Issue Offer is 336,351,454 (assuming no existing options are exercised prior to the Record Date).
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The maximum number of New Options offered under the Rights Issue Offer is 336,351,454.
An Appendix 3B in relation to the Rights Issue is attached.
A Prospectus for the Rights Issue will be lodged with ASIC tomorrow (10[th] February 2012) and will be sent to shareholders shortly.
Application seeking the quotation of New Shares and New Options will be lodged with ASX on completion of the issue.
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The Rights Issue is being offered to shareholders with a registered address in Australia and New Zealand only. The Company will appoint a nominee who will seek to sell the entitlements of New Shares which would otherwise be issued to shareholders outside of Australia and New Zealand. The nominee will remit any proceeds of the sale of the entitlements or New Shares (less costs) to be distributed to the ineligible shareholders.
Eligible shareholders, in addition to their entitlements, will also have the opportunity to apply for additional shares with free attaching options from any potential shortfall under the Rights Issue. The Company will be entitled to place any shortfall within a period of three months following closure of the Rights Issue.
Use of Proceeds from the Rights Issue
The primary purpose of the Rights Issue Offer is to provide funding for working capital purposes up to the end of the September 2012 quarter, as the Company progresses its immediate sales opportunities along with funding the Company’s development projects as the bioplastics business gains sales momentum.
Important Dates
| Important Dates | |
|---|---|
EVENT |
DATE |
| Announcement Of Offer & Appendix 3B | 09/02/2012 |
Offer document lodged with ASX |
10/02/2012 |
Letter to Shareholders |
16/02/2012 |
| Existing Shares quoted on“ex”basis | 17/02/2012 |
| Rights Trading Starts | 17/02/2012 |
Record date- the date for determining entitlements of eligible shareholders to participate in the offer. |
23/02/2012 |
Prospectus and Entitlement& Acceptance Forms despatched to Eligible Shareholders |
27/02/2012 |
Rights trading ends |
05/03/2012 |
| Securities quoted on a deferred settlement basis | 06/03/2012 |
| Final date and time for receipt of acceptance and payment in full (“Closing Date”) |
13/03/2012 |
Rights issue short fall notified to ASX |
16/03/2012 |
| Despatchdate (deferred settlement trading ends) | 21/03/2012 |
| Normal trading resumes | 22/03/2012 |
These dates are subject to change and are indicative only. Cardia Bioplastics Limited reserves the right to amend this time table including, subject to the Corporations Act and listing rules, to extend the closing date. The Directors may extend the Closing date by giving at least 6 Business Days notice to ASX prior to the Closing Date. The date that the new shares are expected to commence trading on the ASX may vary with any change to the Closing date.
Pat Volpe Chairman
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 Bioplastics 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).
| 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 |
Ordinary shares & Options |
| Up to 336,351,454 Ordinary Shares and 336,351,454 Options |
- See chapter 19 for defined terms.
24/10/2005Appendix 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 |
Fully paid ordinary shares. Options to acquire ordinary shares with an expiry date of 30 June 2015 and exercise price of 1.5 cents. |
|---|---|
| The ordinary shares will rank equally with current quoted ordinary shares from the date of allotment. The options are a proposed new class of options .Shares exercised on the options will be ordinary shares that will rank equally with the then current quoted ordinary shares from the date of issue. |
|
| 0.7 cents per share. NILper option |
6 Purpose of the issue (If issued as consideration for The purpose of rights issue is to is to the acquisition of assets, provide funding for working capital clearly identify those assets) purposes up to the end of the September 2012 quarter, as the Company progresses its immediate sales opportunities along with funding the Company’s development projects as the bioplastics business gains sales momentum.
21 March 2012
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 clause 2 if applicable) 9 Number and[+] class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)
| 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) Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? |
Number | +Class |
|---|---|---|
| 1,681,757,268 223,637,428 336,351,454 |
Ordinary Shares Options expiring 30th June 2012 exercisable at 1.5 cents Options expiring 30th June 2015 exercisable at 1.5 cents |
|
| Number | +Class | |
| Nil | ||
| The Board of Directors will consider establishing a dividend policy upon achievement of profitable operations. |
||
No. Renounceable Rights Issue. |
- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 3
| 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. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission |
One ordinary share for every four shares held. |
|---|---|
| Fully Paid Ordinary Shares. | |
| 23rd February 2012 | |
| N/A | |
| Rounded down | |
| The new issue documents will only be sent to shareholders with registered addresses in Australia and New Zealand. |
|
| 13th March 2012 | |
| Patersons Securities Limited (Proposed) (ABN 69 008 896 311) (Lead Manager and Underwriter) |
|
| 1.On proposed $1.5 Million Underwriting: a fee of 6% of the underwritten amount of $1,500,000 and Lead Manager fee of $60,000 2. 6% of any shortfall shares placed. |
| 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 |
Patersons Securities Limited |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| 27th Feburary 2012 | |
| 10th Feburary 2012 | |
| 17th Feburary 2012 | |
| 5th March 2012 | |
| Details provided in Prospectus | |
| Details provided in Prospectus |
- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 5
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 |
Details provided in Prospectus |
|---|---|
| 21 March 2012 |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities
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( tick one )
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(a) Securities described in Part 1
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(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
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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
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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.
24/10/2005Appendix 3B Page 7
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) |
Number +Class 42 Number and[+] class of all +securities quoted on ASX ( including the securities in clause 38)
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted +quotation.
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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.
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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.
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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.
-
See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 9
- 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 : 9[th] Feburary 2012
Print name: REKHA BHAMBANI Company Secretary