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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”):

  • 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.

  • 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.

  • The Rights Issue is expected to raise approximately $2.35M before expenses.

  • Patersons Securities Limited is the Lead Manager and underwriter to the Rights Issue which is proposed to be underwritten up to $1.5 million.

  • The New Shares will rank pari passu with the existing issued shares of the Company.

  • The Issue will round down.

  • 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).

  • 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

  • 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.

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

  • 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.

  • 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