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MYECO GROUP LTD Capital/Financing Update 2017

Jul 20, 2017

65304_rns_2017-07-20_a3894804-3deb-419d-aed0-702f42b2131a.pdf

Capital/Financing Update

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ASX RELEASE

21 July 2017

Issue of placement shares and Appendix 3B

SECOS Group Limited (“ SECOS ” or “ the Company ”) (ASX: SES) advises that it has settled the $859,240.00 placement announced by the Company on 17 July 2017.

A total of 10,740,500 ordinary shares have been issued as a result of the placement pursuant to the Company’s placement capacity available under Listing Rule 7.1.

SECOS considered the Placement as the most efficient and expedient method for raising the funds required for capital expansion and general working capital requirements. SECOS also considered that there were significant benefits in introducing new investors to promote a more diverse shareholder base. SECOS also considered that the Company had completed capital raising via Share Purchase Plan in June 2017.

No underwriting agreements were in place for the Placement.

Holding Statements in respect of new ordinary shares have been dispatched.

In respect of the issue of shares, the Company gives notice under section 708A (5)(e) of the Corporations Act thatthe abovementioned shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

The Company also states, that as at the date of this notice:

  • a) it has complied with the provisions of Chapter 2M Corporations Act as they apply to the Company; and section 674 Corporations Act; and

  • b) it is not aware of any excluded information within the meaning of Sections 708A(7) and 708A(8) of the Corporations Act.

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

Edmond Tern Company Secretary

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, 04/03/13

Name of entity

SECOS Group 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
3
Principal terms of the+securities
(e.g. 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.
10,740,500 Ordinary Shares
Fully paid ordinary shares ranking
equally with ordinary shares from
date of allotment.

Appendix 3B New issue announcement

Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

4

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

Fully paid ordinary shares ranking equally with ordinary shares from date of allotment.

  • 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
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
Issue price of$0.08/share.
Shares
issued
pursuant
to
the
placement
to
professional
and
sophisticated investors, announced to
the market on 6 June 2017.
10,740,500 Ordinary Shares
18 November 2016
NIL
NIL
NIL
6,780,914 Ordinary shares
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

If[+] securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP 6g as calculated under rule 7.1A.3? Include N/A the[+] issue date and both values. Include the source of the VWAP calculation. If[+] securities were issued under rule 7.1A for non-cash consideration, state date on 6h N/A. which valuation of consideration was released to ASX Market Announcements Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – 6i Refer to Annexure 1 complete Annexure 1 and release to ASX Market Announcements +Issue dates Note: The issue date may be prescribed by ASX (refer to the 7 definition of issue date in rule 19.12). For example, the issue date 20 July 2017 for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

Number + Class Number and + class of all + securities Fully paid ordinary 8 quoted on ASX ( including the[+] securities 179,777,155 shares in section 2 if applicable) Number + Class Number and[+] class of all[+] securities not Convertible Notes 9 quoted on ASX ( including the[+] securities 11,063,978 expiring in section 2 if applicable) 23-Dec-2018 Dividend policy (in the case of a trust, 10 distribution policy) on the increased No plans to pay dividends at this stage. capital (interests)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

Part 2 - Pro rata issue – Not applicable

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 offer
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
n/a
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

ppendix 3B
ew issue announcement
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 offer documents 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
+Issue date
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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[+] 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.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

Number of + securities for which 38 + quotation is sought + Class of + securities for which quotation 39 is sought Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state: the date from which they do 40 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 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period 41 (if issued upon conversion of another + security, clearly identify that other + security) Number + Class Number and[+] class of all + securities quoted on 42 ASX ( including the + securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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 noone 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 is not available now, we 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: ............................................................ Print name: Edmond Tern, Company Secretary

Date : 21 July 2017

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

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 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 1 art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity
is calculated
Insertnumber of fully paid+ordinary securities
on issue 12 months before the+issue date or
date of agreement to issue
148,809,980
Addthe following:

Number of fully paid+ordinary securities
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 +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 annex

It may be useful to set out issues of
securities on different dates as separate line
items
6,780,914
13,445,761
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month period
“A” 169,036,655
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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 25,355,498
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 7.1 10,740,500
Under rule 7.1A
With security holder approval under rule
7.1or rule7.4
11,063,978
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” ** 21,804,478
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
25,355,498
Subtract “C”
Note: number must be same as shown in
Step 3
21,804,478
Total[“A” x 0.15] – “C” 3,551,020
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

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

“A” Note: number must be same as shown in Step 1 of 169,036,655 Part 1

Step 2: Calculate 10% of “A”

0.10 “D” Note: this value cannot be changed Multiply “A” by 0.10 16,903,665

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number 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 NIL 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” NIL

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
capacity under rule 7.1A
calculate remaining placement
“A” x 0.10
Note: number must be same as shown inStep 2
16,903,665
Subtract “E” NIL
Note: number must be same as shown inStep 3
16,903,665
Total[“A” x 0.10] – “E” Note: this is the remaining placement
capacity under rule7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013