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MYECO GROUP LTD Capital/Financing Update 2019

May 16, 2019

65304_rns_2019-05-16_07dad00b-f1cf-4f3a-9152-0daf8d8be7ba.pdf

Capital/Financing Update

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ASX RELEASE

17 May 2019

ISSUE OF PLACEMENT SHARES AND OPIONS - SECTION 708A(5)(e) NOTICE

SECOS Group Limited (“SECOS” or “the Company”) has issued 31,785,750 fully paid ordinary shares ( Shares ) at issue price of $0.04 (4 cents) per share together with 15,892,875 unlisted options to acquire fully paid ordinary shares ( Options ) with an exercise price of $0.06 (6 cents) expiring on 16 May 2021. Shares and Options were issued to sophisticated investors under the placement announced to the market on 2 May 2019 ( Placement ) pursuant to the Company’s placement capacity under Listing Rule 7.1.

Directors of SECOS have applied for 8,071,500 shares and 4,035,750 unlisted options on the same terms as the Placement. The issue of Shares and Options to Directors is subject to shareholder approval in next Annual General Meeting.

The Placement raised $1,594,290 further strengthening the Company’s ability to execute its business plan in a growth market the Company is experiencing.

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:

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

  • 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 +61 433369997

[email protected]

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.
31,785,750Ordinary Shares
Fully paid ordinary shares ranking equally with
ordinary shares from date of allotment.

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 • Fully paid ordinary shares ranking equally with

  • 4 the extent to which they participate for the next ordinary shares from date of allotment. 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 Issue price of $0.04/share . 31,785,750 shares issued pursuant to the placement to professional and sophisticated Purpose of the issue investors, announced to the market on 2 May (If issued as consideration for 6 2019. the acquisition of assets, clearly identify those assets)

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 Yes. 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 6b resolution under rule 7.1A was 30 November 2018 passed Number of[+] securities issued 6c without security holder approval NIL under rule 7.1 Number of[+] securities issued 6d with security holder approval NIL under rule 7.1A

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

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
+Issue dates
Note: The issue date may be prescribed by
ASX (refer to the 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.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
NIL
NIL

N/A
N/A.
Refer to Annexure 1
16 May 2019
Number +Class
335,443,077 Fully
paid
ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
950,000 SES89445 Convertible
Notes 30112020
783,783 SES89429 Convertible
Notes 01072021
15,892,875 Options 17052021
No plans to pay dividends at this stage.

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 sub registers) 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

20 Names of any underwriters Amount of any underwriting fee 21 or commission Names of any brokers to the 22 issue Fee or commission payable to 23 the broker to the issue Amount of any handling fee payable to brokers who lodge 24 acceptances or renunciations on behalf of security holders If the issue is contingent on 25 security holders’ approval, the date of the meeting Date entitlement and acceptance 26 form and offer documents will be sent to persons entitled If the entity has issued options, and the terms entitle option holders to participate on 27 exercise, the date on which notices will be sent to option holders Date rights trading will begin (if 28 applicable) Date rights trading will end (if 29 applicable) How do security holders sell their 30 entitlements in full through a broker? How do security holders sell part of their entitlements through a 31 broker and accept for the balance?

  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

  • 33 + Issue date

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

Entities that have ticked box 34(b)

  • Number of[+] securities for which

  • 38 + quotation is sought + Class of + securities for which

  • 39 quotation 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 ASX 42 ( including the[+] securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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 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] Print name: Edmond Tern, Company Secretary

Date : 17 May 2019

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

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
212,026,620
Addthe following:

Number
of
fully
paid
+ordinary
securities issued in that 12 month
period under an exception in rule 7.2
91,630,707

Number of partly paid +ordinary
securities that became fully paid in that
12 month period

Number
of
fully
paid
+ordinary
securities issued in that 12 month
period with shareholder approval
91,630,707
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
Subtractthe number of fully paid
+ordinary securities cancelled during that
12 month period
-
“A” 335,443,077
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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 50,316,462
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
“C” 47,678,625
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
50,316,462
Subtract“C”
Note: number must be same as shown in
Step 3
47,678,625
Total[“A” x 0.15] – “C” 2,637,837
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

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

art 2 art 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
335,443,077
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 33,544,308
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
NIL
“E” NIL
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
33,544,308
Subtract “E”
Note: number must be same as shown in
Step 3
NIL
Total[“A” x 0.10] – “E” 33,544,308
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013