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ORCODA LIMITED — Capital/Financing Update 2011
Apr 3, 2011
65482_rns_2011-04-03_bdb54ef7-b1c5-46d1-9e18-f511a57a7c58.pdf
Capital/Financing Update
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SmartTrans Holdings Limited
Level 1, 614 Newcastle Street, Leederville, WA 6007 P O Box 334, Leederville, WA 6903 Telephone (08) 9228 1199 Facsimile (08) 9228 2299 ABN 86 009 065 650
Acquisition of balance 5% of Sm@rtTrans Limited
SmartTrans Holdings Limited (ASX Code: SMA) is pleased to announce that it has executed and settled an agreement to acquire the balance 5% interest in Sm@rtTrans Limited. As a result of the acquisition, Sm@rtTrans Limited is now a wholly owned subsidiary of the Company.
The consideration for the acquisition was the issue of 41,990,000 ordinary shares in the Company. Based on the volume weighted average share price of the Company's shares over the 10 trading days up to 1 April 2011, the deemed issue price is $0.0274 per share.
All of the shares issued in consideration for the acquisition will be subject to voluntary escrow for 12 months, 50% for 24 months and 25% for 36 months.
The requisite Appendix 3B is attached.
James Laurie Director
4 April 2011
Beijing Melbourne Sydney P erth 6th Floor, West Tower, Level 7 G.05 Suite 3, Level 1 Prosper Center 11 Queens Road 55 Miller St 614 Newcastle Street 5 Guanghua Road MELBOURNE PYRMONT LEEDERVILLE BEIJING CBD, 100022 VIC 3004 NSW 2009 WA 6007 Ph: +86 (010) 6562 5435 Ph: (03) 9866 7333 Ph: (02) 9660 4564 Ph: (08) 9228 1199
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
SmartTrans Holdings Limited
ABN
86 009 065 650
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 |
|---|---|
| 41,990,000 | |
| Same as existing fully paid ordinary shares |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
4 Do the[+] securities rank equally in Yes all respects from the date of allotment with an existing[+] class All shares subject to voluntary escrow until 4 of quoted[+] securities? April 2012, 50% until 4 April 2013 and 25% until 4 April 2014. 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 Consideration shares for the acquisition of 5% of Sm@rtTrans Limited 6 Purpose of the issue Issued pursuant to an agreement with ITS (If issued as consideration for the Worldwide Limited to acquire 5% of acquisition of assets, clearly Sm@rtTrans Limited (now a wholly subsidiary identify those assets) of the Company post this acquisition) 7 Dates of entering +securities 4 April 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 1,119,674,661 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all 6,000,000 Unlisted options +securities not quoted on ASX ($0.005/11 Aug 2011) ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the 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 |
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
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 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? |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
-
32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
-
33 +Despatch 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.
Appendix 3B Page 5
1/1/2003
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 6
1/1/2003
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: 4 April 2011 (Director)
Print name: JAMES LAURIE
== == == == ==
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7