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MYECO GROUP LTD Capital/Financing Update 2013

May 21, 2013

65304_rns_2013-05-21_3d2a58b3-f8c2-4acf-8f83-11850817a945.pdf

Capital/Financing Update

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DATE: 22 May 2013

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

SHARE PLACEMENT & APPENDIX 3B

Further to the announcement made yesterday by Cardia Bioplastics Limited (“Cardia” or “the Company”) regarding a placement to raise $500,000, the Company is pleased to advise that settlement of the Placement has occurred.

Terms of the Placement were:

  • Issue of 200 Million fully paid ordinary shares at an issue price of $0.0025 per share with one free new option for every two new shares subscribed.

  • New Options will have an exercise price of $0.0035 and an expiry date of 12 months from the date of issue.

  • New Options, once issued will be unlisted securities.

Funds raised will be used for general working capital requirements of the Company.

200 Million fully paid ordinary shares will be issued pursuant to the Company’s placement capacity available under Listing Rules 7.1 and 7.1A

Issue of 100 Million free new options is subject to Shareholders’ approval at a general meeting of members to be held in due course.

The Company provides the following information in accordance with ASX Listing Rule 3.10.5A.

  • a) Dilution to existing shareholders :

The dilutive effect of the placement on existing shareholders is as follows:

Placementissue under ListingRule7.1 (64,983,684Ordinary Shares) 3.00%
Placement issue under ListingRule 7.1A(135,016,316 OrdinaryShares) 6.23%
Total Dilution as a result of the Placement 9.23%

Further details of the approximate percentage of the issued capital post the Placement held by the preplacement shareholders and new shareholders are as follows. Please note that this information relates specifically in relation to the portion of shares under Listing Rule 7.1A (135,016,316 Ordinary Shares).

Pre-Placement shareholders who did notparticipate in the Placement 93.77%
Pre-Placement shareholders who didparticipate in the Placement 0%
Participants in the Placement who were notpreviouslyshareholders 6.23%
  • b) Cardia considered the Placement as the most efficient and expedient method for raising the funds required for general working capital requirements.Cardia also considered that there were significant benefits in introducing new investors to promote a more diverse shareholder base.Cardia also considered that the Company had completed capital raising via Share Purchase Plan in December 2012.

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  • c) No underwriting agreements were in place for the Placement.

d) The Company has agreed to pay a management fee of $20,000 in connection to the Placement.

An Appendix 3B applying for quotation of new securities is attached.

In addition, the Company will also seek shareholders’ approval at a General Meeting of Members, to place up to 430 Million fully paid ordinary shares at $0.0025 per share which can raise up to $1.075 million.

The Notice of General Meeting and related documentation will be released in due course.

Pat Volpe Chairman

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 Yes 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 $0.0025 per Share 6 Purpose of the issue Placement of fully paid ordinary shares to (If issued as consideration for professional and sophisticated investors within the acquisition of assets, clearly the Company’s placement capacity under identify those assets) Listing Rule7.1 and 7.1A. Funds will be applied for general working capital purposes. 6a Is the entity an[+] eligible entity Yes 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 29/11/2012 resolution under rule 7.1A was passed 6c Number of +securities issued 64,983,684 without security holder approval under rule 7.1

  • 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)
135,016,316 135,016,316
N/A
N/A
Yes.
Shares agreed to be issued on 21 May
2013, the 15 days VWAP calculated under rule
7.1A.3 was $0.0026
The issue price is 96% of this 15 day VWAP.
Source:Tradingdata collated bythe Company.
N/A
As per Annexure 1
23 May 2013
Number +Class
2,166,557,896
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

Number +Class 9 Number and +class of all 110,308 Unlisted Options +securities not quoted on ASX (Expiry 30/6/2013, ( including the securities in section Exercise Price 2 cents) 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the N/A 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?
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
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 4

01/08/2012

Appendix 3B New issue announcement

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
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
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

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
additional +securities,
+equity securities, the names of the 20 largest holders of the
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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • 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: .22/05/2013 (Director/Company secretary)

Print name: Rekha Bhambhani Company Secretary

  • 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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----- Start of picture text -----

Insert number of fully paid ordinary securities 1,566,938,629
on issue 12 months before date of issue or
agreement to issue
Add the following:
• Number of fully paid ordinary securities 199,619,267
issued in that 12 month period under anexception in rule 7.2 -
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval -
• Number of partly paid ordinary securities
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” 1,766,557,896
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 264,983,684
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insertnumber of equity securities issued or
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
264,983,684
“C” 264,983,684
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in Step 2
264,983,684
Subtract“C”
Note: number must be same as shown in Step 3
264,983,684
Total[“A” x 0.15] – “C” NIL
[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
1,766,557,896
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 176,655,790
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
135,016,316
“E” 135,016,316
has already been used has already been used
Insertnumber of equity securities issued or 135,016,316
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” 135,016,316
  • 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
176,655,790
Subtract“E”
Note: number must be same as shown in Step 3
135,016,316
Total[“A” x 0.10] – “E” 41,639,474
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012