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NEURIZER LTD — Capital/Financing Update 2017
Aug 15, 2017
65442_rns_2017-08-15_a89a43b8-7a61-44f4-824f-31ab3ee2c512.pdf
Capital/Financing Update
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16 August 2017
Manager Companies Companies Announcements Office Australian Securities Exchange Limited
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Share Placement Cleansing Notice
Issue of fully paid ordinary shares – secondary trading notice – notice pursuant to paragraph 708A(5)(e) of the Corporations Act 2001 (“Act”)
On 16 August 2017, Leigh Creek Energy Limited (“Company”) issued 17,000,000 fully paid ordinary shares in the capital of the Company at an issue price of A$0.15 per share (“Shares”) to raise $2.55m.
The Corporations Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A(5) of the Act.
Leigh Creek Energy Limited hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
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The Company has made an issue of new ordinary shares in the Company under a private placement arrangement without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) ( Corporations Act );
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This notice is being given under section 708A(5)(e) of the Corporations Act;
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As at the date of this notice the Company has complied with the provisions of Chapter 2M and section 674 of the Corporations Act as they apply to the Company; and
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As at the date of this notice, there is no information that is ‘excluded information’ within the meaning of sections 708A(7) and 708A(8) of the Act.
For further information, please contact:
Andrew Harrington Corporate Development Manager Leigh Creek Energy Limited
Ph: +61 421 583 344 E: [email protected]
About Leigh Creek Energy
Leigh Creek Energy Limited ( LCK ) is an emerging gas company focused on developing its Leigh Creek Energy Project ( LCEP ), located in South Australia. The LCEP will produce high value products such as electricity, natural gas and fertiliser from the remnant coal resources at Leigh Creek utilising In Situ Gasification ( ISG ) technologies, and will provide long term growth and opportunities to the communities of the northern Flinders Ranges and South Australia.
The Company is committed to developing the LCEP using a best practice approach to mitigate the technical, environmental and financial project risks.
Leigh Creek Energy acknowledges and respects the Adnyamathanha people, the Traditional owners of the land on which its operations occur and pay our respects to their Elders past and present.
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16 August 2017
Manager Companies Companies Announcements Office Australian Securities Exchange Limited
Share Placement
Notice under ASX Listing Rule 7.1A.4(b) & 3.10.5A
Leigh Creek Energy Limited (“Company”) provides notice to the ASX for the purposes of ASX Listing Rule 3.10.5A and ASX Listing Rule 7.1A.4(b) that on 16 August 2017 it issued 17,000,000 new fully paid ordinary shares in the Company (“Shares”) in accordance with ASX Listing Rule 7.1A (“7.1A Placement”).
The issue price was A$0.15 per Share, with a total of $2.55m in funds raised before costs.
Pursuant to the provisions of ASX Listing Rule 3.10.5A, and respect of the 17,000,000 Shares issued under ASX Listing Rule 7.1A, the Company provides the following information:
- The 7.1A Placement of the 17,000,000 Shares pursuant to ASX Listing Rule 7.1A represented 5.11% of the expanded ordinary shares on issue in the Company prior to placement, resulting in dilution to the existing holders of ordinary shares in the Company by that percentage. Details of the dilution to existing holders of ordinary securities caused by the issue:
Number of fully paid ordinary shares on issue pre-Placement (W): 332,368,051 Number of Placement shares issued under Listing Rule 7.1 (X): Nil Number of Placement shares issued under Listing Rule 7.1A (Y): 17,000,000 Total number of shares on issue post-Placement (Z=W+X+Y): 349,368,051
Percentage of post-Placement shares held by pre-Placement 95.13% security holders (W/Z):
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The shares were issued to sophisticated and professional investors with funds raised directed towards the construction and operation of the Pre-Commercial ISG Demonstration facility at the Leigh Creek Energy Project and working capital. The 7.1A Placement was completed instead of a rights issue or other issue in which existing shareholders could participate due to the shorter timeframe and lower costs involved in the 7.1A Placement;
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No underwriting arrangements were entered into in respect to the 7.1A Placement;
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A total of $153,000 in fees and costs were incurred in connection with the 7.1A Placement.
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For further information, please contact:
Andrew Harrington Corporate Development Manager Leigh Creek Energy Limited Ph: +61 421 583 344 E: [email protected]
About Leigh Creek Energy
Leigh Creek Energy Limited ( LCK ) is an emerging gas company focused on developing its Leigh Creek Energy Project ( LCEP ), located in South Australia. The LCEP will produce high value products such as electricity, natural gas and fertiliser from the remnant coal resources at Leigh Creek utilising In Situ Gasification ( ISG ) technologies, and will provide long term growth and opportunities to the communities of the northern Flinders Ranges and South Australia.
The Company is committed to developing the LCEP using a best practice approach to mitigate the technical, environmental and financial project risks.
Leigh Creek Energy acknowledges and respects the Adnyamathanha people, the Traditional Owners of the land on which its operations occur and pay our respects to their Elders past and present.
Page 2 of 2
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, 04/03/13
Name of entity
Leigh Creek Energy Limited
ABN
31 107 531 822
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) |
Ordinary Shares |
|---|---|
| 17,000,000 | |
| Fully Paid |
- See chapter 19 for defined terms.
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| 4 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 • 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 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 |
Yes |
|---|---|
| $0.15 Per Share | |
| Placement to raise funds for project development and working capital |
|
| Yes | |
| 23 September 2016 | |
| Nil | |
| 17,000,000 |
- See chapter 19 for defined terms.
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| 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 |
|---|---|---|
| Nil | ||
Yes Issue Date: 16 August 2017 Issue Price: $0.15 per share 15 Day VWAP: $0.1095 75% of 15 Day VWAP: $0.0821 Source: Bloomberg |
||
| Not Applicable | ||
| Rule 7.1:49,855,207 Rule 7.1A:16,236,805 |
||
| 16 August 2017 | ||
| Number | +Class | |
| 349,368,051 17,687,463 |
Ordinary Shares Options exercisable at $0.50 on or before 6 June 2018. |
- See chapter 19 for defined terms.
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| 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 |
|---|---|---|
| 1,000,000 1,000,000 1,250,000 9,342,250 6,000,000 800,000 1,500,000 4,000,000 24,892,250 |
Unlisted options expiring 14 October 2019. Unlisted options expiring 14 October 2020. Unlisted options expiring 31 July 2020. (250,000 Lapsed 31 July 2017) Unlisted options expiring 30 November 2020. (238,750 Lapsed 31 July 2017) Unlisted options expiring 31 October 2018. Unlisted options expiring 8 May 2021. Unlisted options expiring 10 May 2019. Unlisted options expiring 10 October 2021. Total unlisted options |
|
| Not applicable |
Part 2 - Pro rata issue
| art 2 - 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 |
Not applicable |
- See chapter 19 for defined terms.
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| 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 |
- See chapter 19 for defined terms.
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| 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? |
- See chapter 19 for defined terms.
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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
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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.
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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[+] 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 • 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.
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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.
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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.
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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.
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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:
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Date: 16 August 2017 Company Secretary
Print name: Jordan Mehrtens
- See chapter 19 for defined terms.
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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
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Insert number of fully paid [+] ordinary 265,894,441
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 43,685,181 issued on 4 April 2017 and
approved by shareholders on 21 July 2017
• Number of fully paid [+] ordinary
securities issued in that 12 month 22,788,429 issued on 12 May 2017 and
period under an exception in rule 7.2 approved by shareholders on 21 July 2017
• 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 Nil
+ ordinary securities cancelled during that
12 month period
“A” 332,368,051
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- See chapter 19 for defined terms.
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| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 49,855,207 |
| 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” | Nil |
| 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 |
49,855,207 |
| Subtract“C” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.15] – “C” | 49,855,207 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
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Part 2
Rule 7.1A – Additional placement capacity for eligible entities
| 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 |
332,368,051 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 33,236,805 |
| Step 3: Calculate “E”, the amount 7.1A that has already been used |
of placement capacity under rule |
| 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 |
17,000,000 Issued 16 August 2017 |
| “E” | 17,000,000 |
- See chapter 19 for defined terms.
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| 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 |
33,236,805 |
| Subtract“E” Note: number must be same as shown in Step 3 |
17,000,000 |
| Total[“A” x 0.10] – “E” | 16,236,805 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 13
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