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RENASCOR RESOURCES LIMITED — Capital/Financing Update 2013
Dec 4, 2013
65723_rns_2013-12-04_56e6d7a7-7002-4875-b6a3-1b11ae9499b9.pdf
Capital/Financing Update
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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
Renaissance Uranium Limited
ABN
90 135 531 341
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
Unlisted Performance Rights
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
1,650,000
+ See chapter 19 for defined terms.
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)
Performance Rights issued under the Renaissance Uranium Limited Performance Rights Plan. Each Right entitles the holder to one ordinary share for nil consideration. Vesting of the Rights is over three annual vesting dates and also subject to performance conditions during each of the performance periods ending on 30 June 2013, 30 June 2014 and 30 June 2015 and subject to meeting the eligible person condition.
Rights will lapse at the earlier of the date that the board determines that the performance hurdles have not been satisfied, 3 months from the date of cessation of employment/engagement or 30 June 2016.
+ See chapter 19 for defined terms.
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 Nil
- 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
No.
Any shares issued upon exercise of the Performance Rights will rank equally with existing Ordinary Shares.
Performance Rights are issued under the Renaissance Uranium Limited Performance Rights Plan.
The Performance Rights Plan is designed to provide an incentive to the Company's employees to achieve the long term objectives of the Company and to attract employees of experience and ability.
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
Yes
30 November 2012
Nil
+ See chapter 19 for defined terms.
- 6d Number of +securities issued with security holder approval under rule 7.1A Nil
- 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil
- 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. N/A
- 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)
| Number | +Class |
|---|---|
| 114,800,000 | Ordinary Shares |
1,650,000 Performance Rights
N/A
28,700,000
| 04 December 2013 | |
|---|---|
- See chapter 19 for defined terms.
| Number | +Class | |||
|---|---|---|---|---|
| 9 | +classNumberandofall | Unlisted Options | ||
| +securities not quoted on ASX+securities(includingtheinsection 2 if applicable) | Exercise Price | Expiry | ||
| 8,100,000 | $0.24 | 15-Dec-13 | ||
| 4,000,000 | $0.24 | 31-Dec-14 | ||
| 700,000 | $0.24 | 15-Dec-14 | ||
| 750,000 | $0.24 | 17-Feb-15 | ||
| 750,000 | $0.054 | 30-Apr-16 | ||
| Unlisted Performance | ||||
| 1,650,000 | Rights expiring 30 June 2016 | |||
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Performance Rights – no dividend payable. The extent, timing and payment of dividends to ordinary shareholders in the future will be determined by Directors based on a number of factors, including future earnings and the financial performance of the Company.
Part 2 - Pro rata issue
| 11 | Issecurityholderapprovalrequired? | N/A |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | N/A |
| 13 | Ratio in which the +securitieswill be offered | N/A |
| 14 | +Class of +securities to which theoffer relates | N/A |
| 15 | +Recorddatetodetermineentitlements | N/A |
| 16 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | N/A |
| 17 | Policy for deciding entitlementsin relation to fractions | N/A |
+ See chapter 19 for defined terms.
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments | N/A |
|---|---|---|
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| Cross reference: rule 7.7. | ||
| 19 | Closingdateforreceiptofacceptances or renunciations | N/A |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | N/A |
|---|---|---|
| 21 | Amount of any underwriting feeor commission | N/A |
| 22 | Names of any brokers to theissue | N/A |
| 23 | Fee or commission payable to thebroker to the issue | N/A |
| 24 | Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders | N/A |
| 25 | If theissue is contingent onsecurity holders' approval, thedate of the meeting | N/A |
| 26 | Date entitlement and acceptanceform and offer documents will besent to persons entitled | N/A |
| 27 | If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders | N/A |
| 28 | Date rights trading will begin (ifapplicable) | N/A |
| 29 | Date rights trading will end (ifapplicable) | N/A |
| 30 | How do security holders selltheir entitlements in full througha broker? | N/A |
| 31 | How do security holders sell partof their entitlements through abrokerandacceptforthebalance? | N/A |
+ See chapter 19 for defined terms.
| 32 | How do security holders disposeof their entitlements (except bysale through a broker)? | N/A |
|---|---|---|
| 33 | +Issuedate | N/A |
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 +securitiesExample: 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 convertiblesecurities |
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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over |
37 A copy of any trust deed for the additional +securities
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
| 38 | Number of +securities for which+quotation is sought | N/A | |
|---|---|---|---|
| 39 | +Class of +securities for whichquotation is sought | N/A | |
| 40 | Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? | N/A | |
| If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment | |||
| 41 | Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period | N/A | |
| (if issued upon conversion ofanother +security, clearly identifythat other +security) | |||
| 42 | +classNumberandofall+securitiesquotedonASX(including the +securities in clause38) | NumberN/A | +Class |
+ See chapter 19 for defined terms.
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: | (Company secretary) | Date: 05 December 2013 |
| Print name: | Angelo Gaudio== == == == == |
+ See chapter 19 for defined terms.
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 capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated | |
|---|---|
| Add the following: | |
| Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2 | Nil |
| Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval | Nil |
| Number of partly paid +ordinary•securities that became fully paid in that12 month period | Nil |
| Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items | |
| Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod | Nil |
| "A" | 114,800,000 |
+ See chapter 19 for defined terms.
| Step 2: Calculate 15% of "A" | ||
|---|---|---|
| "B" | 0.15 | |
| [Note: this value cannot be changed] | ||
| Multiply "A" by 0.15 | 17,220,000 | |
| Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used | ||
| Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: | ||
| •Under an exception in rule 7.2 | Nil | |
| •Under rule 7.1A | Nil | |
| •With security holder approval under rule7.1 or rule 7.4 | Nil | |
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items | ||
| "C" | Nil | |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1 | ||
| "A" x 0.15 | 114,800,000 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "C" | Nil | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.15] – "C" | 17,220,000 | |
| [Note: this is the remaining placementcapacity under rule 7.1] |
+ See chapter 19 for defined terms.
Part 2
| Rule 7.1A –Additional placement capacity for eligible entities | ||
|---|---|---|
| Step 1: Calculate "A", the base figure from which the placementcapacity is calculated | ||
| "A" | 114,800,000 | |
| Note: number must be same as shown inStep 1 of Part 1 | ||
| Step 2: Calculate 10% of "A" | ||
| "D" | 0.10 | |
| Note: this value cannot be changed | ||
| Multiply "A" by 0.10 | 11,480,000 | |
| Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used | ||
| Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A | Nil | |
| Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items | NilNilNil | |
| "E" | Nil |
+ See chapter 19 for defined terms.
| Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A | ||
|---|---|---|
| "A" x 0.10 | 114,800,000 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "E" | Nil | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.10] – "E" | 11,480,000 | |
| Note: this is the remaining placementcapacity under rule 7.1A |
+ See chapter 19 for defined terms.