Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

REDIVIUM LIMITED Share Issue/Capital Change 2017

Nov 5, 2017

65703_rns_2017-11-05_b2f4464f-6e05-48b7-9dac-01b22295e400.pdf

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

6 November 2017

ASX & MEDIA ANNOUNCEMENT

Issue of Options

Hannans Ltd (ASX: HNR) is pleased to advise that at the Annual General Meeting held on Friday, 27 October 2017 shareholders approved the issue of 84,000,000 unlisted options. The options have now been issued and the updated capital structure for the Company is as follows:

Updated Capital Structure
OrdinaryFullyPaid Shares listed on the ASX 1,682,640,560
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 at 2.9 cents on or before 20 November 2019 12,016,664
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 September 2020 21,155,848
Unlisted Options exercisable at 2.6 cents on or before 27 October 2020 28,000,000
Unlisted Options exercisable on or before 27 October 2021 28,000,000
exercise price calculated from the VWAP for the five (5) trading days before
and five(5)tradingdays after 27 October 2018 PLUS apremium of 50%
Unlisted Options exercisable on or before 27 October 2022 28,000,000
exercise price calculated from the VWAP for the five (5) trading days before
and five(5)tradingdays after 27 October 2019 PLUS apremium of 50%

An Appendix 3B Application for Quotation of Additional Securities is attached.

For further information, please contact:

Ian Gregory Company Secretary +61 8 9324 3388 (T) [email protected] (E)

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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)
Unlisted options.
84,000,000.

Tranche 1: one third exercisable at 2.6 cents each on or
before 27 October 2020.
Tranche 2: one third exercisable on or before 27 October
2021. The exercise price calculated from the VWAP for the
five (5) trading days before and five (5) trading days after 27
October 2018 PLUS a premium of 50%.
Tranche 3: one third exercisable on or before 27 October
2022. The exercise price calculated from the VWAP for the
five (5) trading days before and five (5) trading days after 27
October 2019 PLUS a premium of 50%.
*VWAP: Volume weighted average share price

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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
No.
The shares issued upon exercise of options will rank equally
with existing ordinary shares.
Nil.
Issued pursuant to approval of shareholders at Hannans
AGM held on 27 October 2017.
84,000,000 unlisted options were issued to Directors
pursuant to the terms and conditions contained in Hannans'
2017 Notice of AGM dated 27 September 2017 and
approved by shareholders at the AGM held on 27 October
2017.
All the Options will vest in three equal tranches subject to the
terms and conditions listed in the Notice of AGM dated 27
September 2017.
Yes.
27 October 2017.
Nil.
Nil.

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 2

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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.
84,000,000 unlisted options
approved by shareholders at the AGM held on
27 October 2017.
N/A.
N/A.

Rule 7.1 – 248,627,583
Rule 7.1A – 167,936,360
(Refer Annexure 1)
6 November 2017.
Number +Class

1,682,640,560
Fully paid ordinary shares.

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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
12,016,668
7,850,001
12,016,664
4,162,500
21,155,848
28,000,000
28,000,000
28,000,000
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
at $0.029 each on or
before 20 Nov 2019.
Options exercisable
at $0.004 each on or
before 3 Jun 2018.
Options exercisable
at $0.027 each on or
before 15 Sep 2020.
Options exercisable
at $0.026 each on or
before 27 Oct 2020.
Options exercisable on or
before 27 Oct 2021.
Exercise price calculated
from the VWAP for the five
(5) trading days before and
five (5) trading days after 27
October 2018 PLUS a
premium of 50%.
Options exercisable on or
before 27 Oct 2022.
Exercise price calculated
from the VWAP for the five
(5) trading days before and
five (5) trading days after 27
October 2019 PLUS a
premium of 50%.
N/A.

Part 2 ─ Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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
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
.

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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? 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

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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)

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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: Date: 6 November 2017 ~~(Director/~~ Company secretary)

Print name: Ian Gregory

== == == == ==

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 8

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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

Part 1 Part 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
1,626,957,755
Addthe following
Note:
• Number of fully paid+ordinary securities
issued in that 12 month period with
shareholder approval
• Number of fully paid+ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of partly paid+ordinary securities
that became fully paid in that 12 month period
• 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
17,032,584 fully paid ordinary shares
– approved at general meeting held on 15 September 2016.
4,123,264 fully paid ordinary shares
– approved at general meeting held on 15 September 2016.
31,250,000 fully paid ordinary shares.
N/A.
Subtractthe number of fully paid+ordinary securities
cancelled during that 12 month period
N/A.
“A” 1,679,363,603

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

Step 2: Calculate 15% of “A”

“B” 0.15
[Note: this value cannot be changed]
**Multiply ** “A” by 0.15 251,904,540

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

sed
Insertnumber of+equity securities issued or agreed 3,276,957 fully paid ordinary shares
to be issued in that 12 month period_not counting_ escrowed until 31 August 2017
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” 3,276,957

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

7.1
“A” x 0.15
Note: number must be same as shown in Step 2
251,904,540
Subtract"C"
Note: number must be same as shown in Step 2
(3,276,957)
Total[“A” x 0.15] – “C” 248,627,583
[Note: this is the remaining placement capacity under rule
7.1]

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 10

Appendix 3B New issue announcement

==> picture [466 x 5] intentionally omitted <==

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”
Note: number must be same as shown in 1,679,363,603
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
[Note: this value cannot be changed]
Multiply “A” by 0.10 167,936,360

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

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Note:

  • 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

7.1A
“A” x 0.10
Note: number must be same as shown in Step 2
167,936,360
Subtract"E"
Note: number must be same as shown in Step 2
Nil.
Total[“A” x 0.10] – “E” 167,936,360
[Note: this is the remaining placement capacity under rule
7.1A]

==> picture [466 x 5] intentionally omitted <==

  • See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 11