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MYECO GROUP LTD Capital/Financing Update 2018

Mar 7, 2018

65304_rns_2018-03-07_90e2fef6-3c2e-45c9-bf0c-720290ca2343.pdf

Capital/Financing Update

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ASX RELEASE

8 March 2018

Issue of placement shares and Appendix 3B

SECOS Group Limited (“ SECOS ” or “ the Company ”) (ASX: SES) advises that it has settled the $2,638,342 placement announced by the Company on 28 February 2018.

A total of 23,984,937 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.

The share Placement detailed above does not include the proposed investment by Director, Mr. Donald Haller Jr, who applied for $63,867 in the Placement issue price of 11.0 cents, and which is conditional, subject to shareholder approval at the Company’s next General Meeting. If approved by shareholders, this will bring the total capital raise under the Placement to $2,702,209 and shares issued to approximately 24,565,544 .

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 that;

The 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.
23,984,937Ordinary 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

Issue price of $0.11/share.

Purpose of the issue (If issued as consideration for the 6 acquisition of assets, clearly identify those assets)

23,984,937 shares issued pursuant to the placement to professional and sophisticated investors, announced to the market on 28 February 2018.

Proceed to be used for working capital to fund the growth of biodegradable resin market.

Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

6a 23,984,937 Ordinary Shares If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i The date the security holder resolution 6b 30 November 2017 under rule 7.1A was passed Number of[+] securities issued without 6c NIL security holder approval under rule 7.1 Number of[+] securities issued with security 6d NIL holder approval under rule 7.1A Number of[+] securities issued with security holder approval under rule 7.3, or another 6e NIL specific security holder approval (specify date of meeting) Number of[+] securities issued under an 6f NIL exception in rule 7.2

  • 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 the[+] issue date and both values. Include the source of the VWAP calculation.

N/A

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 for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

7-Mar-2018

Cross reference: item 33 of Appendix 3B.

Number and + class of all + securities 8 quoted on ASX ( including the[+] securities in section 2 if applicable)

Number and[+] class of all[+] securities not 9 quoted on ASX ( including the[+] securities in section 2 if applicable)

Number + Class Fully paid ordinary 211,897,627 shares Number + Class Convertible Notes 300,000 expiring 23-Dec-2018 Convertible Notes 2,140,900 expiring 01-Dec-2020 Convertible Notes 500,000 expiring 27-Nov-2020

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

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
Amount of any handling fee payable to
24 brokers who lodge acceptances or
renunciations on behalf of security
holders
If the issue is contingent on security
25 holders’ approval, the date of the
meeting
Date entitlement and acceptance form
26 and offer documents will be sent to
persons entitled
If the entity has issued options, and the
27 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?
How do security holders sell_part_of their
31 entitlements through a broker and
accept for the balance?
How do security holders dispose of their
32 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: [sent electronically without signature]

( ~~Director/~~ Company secretary) Date: 8-Mar-2018

  • 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

Insert number of fully paid[+] ordinary 163,232,006 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: Number of fully paid[+] ordinary securities 23,901,505 issued in that 12 month period under an exception in rule 7.2 Number of fully paid[+] ordinary securities 24,764,116 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:

• I nclude only ordinary securities here – other classes of equity securities cannot be addedInclude here (if applicable) the securities the subject of the Appendix 3B to which this form is annexedIt 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” 211,897,627

  • 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” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 31,784,644
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
23,984,937
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” 23,984,937
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
31,784,644
Subtract“C”
Note: number must be same as shown in
Step 3
23,984,937
Total[“A” x 0.15] – “C” 7,799,707
[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” 211,897,627 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 21,189,762

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

Insert number of[+] equity securities issued Nil. 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” Nil.

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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
21,189,762
Subtract“E”
Note: number must be same as shown in
Step 3
Nil.
Total[“A” x 0.10] – “E” 21,189,762
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11