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REDIVIUM LIMITED — Capital/Financing Update 2016
Nov 15, 2016
65703_rns_2016-11-15_d745d5ee-4209-4e5b-91d4-273c369c5b9c.pdf
Capital/Financing Update
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15 November 2016
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ASX & MEDIA ANNOUNCEMENT
Issue of shares to Directors & Company Secretary
Hannans Ltd (ASX: HNR) is pleased to advise that it has issued 21,155,848 fully paid ordinary shares and 21,155,848 unlisted options exercisable at 2.7 cents on or before 15 September 2020 to the Directors and Company Secretary in lieu of the outstanding fees due to them as approved by shareholders at the General Meeting held on 15 September 2016. Hannans updated capital structure following the share and option issue is:
Updated Capital Structure
| Updated Capital Structure | |
|---|---|
| OrdinaryFullyPaid Shares listed on the ASX | 1,648,113,603 |
| Unlisted Options exercisable at 0.8 cents on or before 20 November 2017 | 12,016,668 |
| Unlisted Options exercisable at 0.5 cents on or before 20 November 2018 | 7,850,001 |
| Unlisted Options exercisable on or before 20 November 2019 | 12,016,664 |
| Exercise price calculated from the VWAP for 10 trading days after | |
| 20 November 2016 PLUS apremium of 50% | |
| Unlisted Options exercisable at 0.4 cents on or before 10 March 2018 | 31,250,000 |
| Unlisted Options exercisable at 0.4 cents on or before 3 June 2018 | 4,162,500 |
| Unlisted Options exercisable at 2.7 cents on or before 15 Sept. 2020 | 21,155,848 |
Cleansing Notice
Hannans Ltd ( Company ) gives notice pursuant to Section 708A(5)(e) of the Corporations Act and further advises that the shares were issued without disclosure to the investor under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act. The Company, as at the date of this notice, has complied with:
a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and b) Section 674 of the Corporations Act.
There is no excluded information as at the date of this notice, for the purposes of Section 708A(7) and (8) of the Corporations Act.
For further information, please contact:
Damian Hicks Mindy Ku Managing Director Finance & Compliance Manager +61 419 930 087 (M) +61 8 9324 3388 (T) [email protected] (E) [email protected] (E)
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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
HANNANS LTD
ABN 52 099 862 129
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) |
(1) Fully paid ordinary shares. (2) Unlisted options. |
|---|---|
| (1) 21,155,848. (2) 21,155,848. |
|
| (1) Fully paid ordinary shares. (2) Exercisable at 2.7 cents each on or before 15 September 2020. |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 1
Appendix 3B New issue announcement
| 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 |
(1) Yes. (2) No. The shares issued upon exercise of options will rank equally with existing fully paid ordinary shares. |
|---|---|
| (1) _1.8 cents per share. (the volume weighted average sale price of Hannans Ltd_ shares sold on ASX during the 40 trading days after the date of the General Meeting on 15 September 2016). (2) Nil. |
|
| (1) & (2) Payment of outstanding fees. | |
| Yes. | |
| 24 November 2015. | |
| Nil. | |
| Nil. |
- See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
Appendix 3B New issue announcement
| 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) |
(1) 4,123,264. (2) 4,123,264. General Meeting held on 15 September 2016. |
(1) 4,123,264. (2) 4,123,264. General Meeting held on 15 September 2016. |
|---|---|---|
| (1) 17,032,584. (2) 17,032,584. |
||
| N/A. | ||
| N/A. | ||
| Rule 7.1 241,343,290 Rule 7.1A 164,303,860 Refer Annexure 1 |
||
| 15 November 2016. | ||
| Number | +Class | |
| 1,648,113,603 | Fully paid ordinary shares. |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 3
Appendix 3B New issue announcement
| 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) Part 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 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
Number | +Class |
|---|---|---|
| 12,016,668 7,850,001 12,016,664 31,250,000 4,162,500 21,155,848 |
Options exercisable at $0.008 each on or before 20 Nov 2017. Options exercisable at $0.005 each on or before 20 Nov 2018. Options exercisable on or before 20 Nov 2019. Exercise price calculated from the VWAP for 10 trading days after 20 Nov 2016 PLUS a premium of 50%. Options exercisable at $0.004 each on or before 10 Mar 2018. Options exercisable at $0.004 each on or before 3 Jun 2018. Options exercisable at $0.027 each on or before 15 Sep2020. |
|
| N/A. | ||
- See chapter 19 for defined terms.
Appendix 3B Page 4
04/03/2013
Appendix 3B New issue announcement
| 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 | |
| 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? |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 5
Appendix 3B New issue announcement
-
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
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 – only item (1) 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 6
04/03/2013
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+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) 42 Number and+class of all+securities quoted on ASX (_including_the+securities in clause 38) |
||
|---|---|---|
| Number | +Class | |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 7
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 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.
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Sign here: Date: 15 November 2016 (Director ~~/Company secretary~~ )
Print name: Damian Hicks
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
04/03/2013
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
| Rule 7.1 – Issues exceeding 15% of capital | 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 |
721,966,133 |
| 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 annexed |
73,999,957 fully paid ordinary shares – pursuant to the Company’s SPP. 6,250,000 fully paid ordinary shares 25,000,000 fully paid ordinary shares 4,166,667 fully paid ordinary shares 6,250,000 fully paid ordinary shares 62,500,000 fully paid ordinary shares issued on 10 March 2016 – approved at the GM held on 19 May 2016. 17,666,665 fully paid ordinary shares – approved at the GM held on 19 May 2016. 83,250,000 fully paid ordinary shares – approved at the GM held on 19 May 2016. 620,833,333 fully paid ordinary shares escrowed twelve (12) months from date of issue – approved at the GM held on 15 September 2016. 21,155,848 fully paid ordinary shares – approved at the GM held on 19 May 2016. (subject of this Appendix 3B). N/A |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 9
Appendix 3B New issue announcement
| • 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 |
N/A |
| “A” | 1,643,038,603 |
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 | 246,455,790 |
| 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 |
75,000 fully paid ordinary shares. 37,500 unlisted options. 5,000,000 fully paid ordinary shares. |
| “C” | 5,112,500 |
| 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 |
246,455,790 |
| Subtract“C” Note: number must be same as shown in Step 3 |
(5,112,500) |
| Total[“A” x 0.15] – “C” | 241,343,290 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/2013
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
| 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 |
1,643,038,603 |
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | 164,303,860 |
| 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 |
|
| “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 |
164,303,860 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil. |
| Total[“A” x 0.10] – “E” | 164,303,860 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 11
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
| Name of entity | Hannans Ltd |
|---|---|
| ABN | 52 099 862 129 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director Jonathan Murray
Date of last notice 26 May 2016
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
1) Andrea Rae Murray 2) Andrea Murray |
| Date of change | 15 November 2016 |
| No. of securities held prior to change | Ordinary shares 1) 141,775 2) 6,357,354 Unlisted options 2) 1,500,000 840,000 are held on trust for unrelated third parties |
| Class | (a) Fully paid ordinary shares (b) Unlisted options |
| Number acquired | (a) 3,237,500 (b) 3,237,500 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$58,275 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
No. of securities held after change Ordinary shares 1) 141,775 2) 9,594,854 Unlisted options 2) 4,737,500 840,000 are held on trust for unrelated third parties Nature of change Payment in lieu of outstanding director’s fees as Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in approved by shareholders at Hannans’ General
buy-back Meeting held on 15 September 2016.
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
J Murray 15 November 2016
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
| Name of entity | Hannans Ltd |
|---|---|
| ABN | 52 099 862 129 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Markus Bachmann |
|---|---|
| Date of last notice | 26 May 2016 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | (1) Direct (2) Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(1) Markus Bachmann (2) Craton Capital Funds |
| Date of change | 15 November 2016 |
| No. of securities held prior to change | (1) 1,500,000 Unlisted options (2) 61,100,000 Ordinary shares |
| Class | (a) Fully paid ordinary shares (b) Unlisted options |
| Number acquired | (a) 2,697,917 (b) 2,697,917 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$48,562.50 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | (1) 2,697,917 Ordinary shares 4,197,917 Unlisted options (2) 61,100,000 Ordinary shares |
|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
Payment in lieu of outstanding director’s fees as approved by shareholders at Hannans’ General Meeting held on 15 September 2016. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Interest acquired Interest disposed Value/Consideration Interest after change
Part 3 –[+] Closed period
| art 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
M Bachmann 15 November 2016
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011