AI assistant
RENT.COM.AU LIMITED — Share Issue/Capital Change 2012
Oct 29, 2012
65722_rns_2012-10-29_d61e4063-0a7e-4541-b7cd-a9fbd167c86f.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
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
Select Exploration Limited
ABN
25 062 063 692
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 |
(a) Fully Paid Ordinary Shares (b) Attaching Options ($0.35, 30 September 2015) (c) Incentive Options ($0.36, 30 June 2016) (d) Class A Performance Shares (e) Class B Performance Shares (f)PerformanceRights |
|---|---|
| (a) 29,076,527 (b) 6,666,667 (c) 2,000,000 (d) 25,000,000 (e) 25,000,000 (f) 600,000 |
- See chapter 19 for defined terms.
Appendix 3B Page 1
10472797_1
Appendix 3B New issue announcement
| 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) 4 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 |
(a) Fully paid ordinary shares (b) Attaching Options – exercisable at $0.35 on or before 30 September 2015 (c) Incentive Options – exercisable at $0.36 on or before 30 June 2016 (d) Class A Performance Shares - – On the achievement of at least 100 million tonnes of a JORC Inferred coal Resource being defined on the Tenements, 2,500,000 Class A Performance Shares will convert into Select Shares on a one for one basis and thereafter, for any subsequent resource of 1000 tonnes of coal in all JORC categories being defined on the Tenements, 25 Class A Performance Shares will convert into Select Shares on a one for one basis up to a maximum of 1 billion tonnes of coal. (e) Class B Performance Shares – -On the achievement of at least 5 million pounds of a JORC Inferred uranium Resource being defined on the Tenements, 2,500,000 Class B Performance Shares (on a post consolidation basis) will convert into Select Shares on a one for one basis and thereafter, for any subsequent resource of ten pounds of uranium in all JORC categories being defined on the Tenements, 5 Class B Performance Shares will convert into Select Shares on a one for one basis up to a maximum of 50 million pounds of uranium. (f)PerformanceRights– Refer AnnexureA |
|---|---|
| (a) Yes (b) No (c) No (d) No (e) No (f) No On exercise/conversion, new fully paid shares issued will rank equally in all respects to shares on issue |
- See chapter 19 for defined terms.
Appendix 3B Page 2
10472797_1
Appendix 3B New issue announcement
| 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable) |
(a) Fully paid ordinary shares – 13,333,333 – $0.30 – 15,743,194 – Consideration for acquisition of Tanzanian exploration projects (b) Attaching options – Free attaching (c) Incentive options – Nil (d) Class A Performance Shares – Consideration for acquisition of Tanzanian exploration projects with conversion on achievement of coal milestones (e) Class B Performance Shares - Consideration for acquisition of Tanzanian exploration projects with conversion on achievement of uranium milestones (f) Performance Rights–Nil |
(a) Fully paid ordinary shares – 13,333,333 – $0.30 – 15,743,194 – Consideration for acquisition of Tanzanian exploration projects (b) Attaching options – Free attaching (c) Incentive options – Nil (d) Class A Performance Shares – Consideration for acquisition of Tanzanian exploration projects with conversion on achievement of coal milestones (e) Class B Performance Shares - Consideration for acquisition of Tanzanian exploration projects with conversion on achievement of uranium milestones (f) Performance Rights–Nil |
|---|---|---|
| (a) Fully paid ordinary shares – 13,333,333 – Funds raised are to be applied towards exploration on the Company’s Tanzanian exploration projects, issue costs and general working capital as more fully described in section 1.7 of the Company’s Prospectus dated 11 September 2012 – 15,743,194 – Consideration for acquisition of Tanzanian exploration projects (b) Attaching options – free attaching on the basis of 1 for every 2 Placement shares issued (c) Incentive options - granted to key consultants, employees and advisors of the Company (d) Class A Performance shares – consideration for acquisition of Tanzanian exploration projects (e) Class B Performance shares – consideration for acquisition of Tanzanian exploration projects (f) Performance rights – issued as part of Managing Director remunerationpackage |
||
| 24 October 2012 | ||
| Number | +Class | |
| 25,782,364 3,047,731 |
Fully paid ordinary shares. Listed Options ($0.20, 31 July 2013) |
- See chapter 19 for defined terms.
Appendix 3B Page 3
10472797_1
Appendix 3B New issue announcement
| 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 15,743,194 2,000,000 6,666,667 25,000,000 25,000,000 600,000 |
Fully paid ordinary shares (subject to escrow) Unlisted options ($0.36, 30 June 2016) Unlisted options ($0.35, 30 September 2015) Class A Performance Shares Class B Performance Shares Performance Rights |
|
| No change. |
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 4
10472797_1
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? | |
| 32 | How do+security holders dispose of |
| their entitlements (except by sale | |
| through a broker)? | |
| 33 | +Despatch date |
- See chapter 19 for defined terms.
Appendix 3B Page 5
10472797_1
Appendix 3B New issue announcement
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
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
- See chapter 19 for defined terms.
Appendix 3B Page 6
10472797_1
Appendix 3B New issue announcement
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)
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.
-
See chapter 19 for defined terms.
Appendix 3B Page 7
10472797_1
Appendix 3B New issue announcement
-
3 We will inde m nify ASX to the fullest extent permitted by l a w in respect o f any claim, act i on or expense arising from or connected with any breach of the w arranties in th i s agreement.
-
4 We give AS X the information and docume n ts required by this form. If a n y information o r document not available no w , will give it to ASX before + q uotation of the +securities be g ins. We ackn o wledge that A S X is relying on th e information a n d documents. We warrant t h at they are (will be) true and c omplete.
==> picture [9 x 35] intentionally omitted <==
==> picture [55 x 35] intentionally omitted <==
==> picture [9 x 35] intentionally omitted <==
Sign here: ... . .............................................. . ......... Date: 25 October 20 1 2 ( ~~D irector/~~ Compa n y secretary)
Print name: P h ilip Warren
= = == == == = =
- See c h apter 19 for d e fined terms.
Appendix 3 B Page 8
10472797_1
ANNEXURE A
| Number of Performance Rights |
Performance Condition | Milestone Date |
|---|---|---|
| 100,000 | Continuous employment with the Company | 1 July 2013 |
| 100,000 | Continuous employment with the Company | 1 July 2014 |
| 100,000 | Continuous employment with the Company and subject to a Market Price Test. The Market Price Test measures the increase in share price of the Company such that the performance rights will vest if the 10 day VWAP of trading in the Company’s shares at any time from the Commencement Date up to the 1 July 2013 milestone date is not less than 50% above the price at which the capital raising is undertaken aspart of the Company’s re‐compliance. |
On or before 1 July 2013 |
| 100,000 | Continuous employment with the Company and subject to a Market Price Test. The Market Price Test measures the increase in share price of the Company such that the performance rights will vest if the 10 day VWAP of trading in the Company’s shares at any time from the Commencement Date up to the 1 July 2014 milestone date is not less than 85% above the price at which the capital raising is undertaken aspart of the Company’s re‐compliance. |
On or before 1 July 2014 |
| 200,000 | Achievement of key performance indicators as agreed by the Board in relation to: Meeting exploration timetables Meeting exploration budgets Maintenance of tenements to the board’s satisfaction |
1 July 2013 |