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SCIDEV LTD — Capital/Financing Update 2019
Oct 1, 2019
65761_rns_2019-10-01_c19e8f2c-ae18-405b-8c22-e376af654b10.pdf
Capital/Financing Update
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Unit 1 8 Turbo Road Kings Park NSW 2148 Australia ABN 25 001 150 849
Email: [email protected] Website: www.scidev.com.au ASX code: SDV
Companies Announcements Office Australian Stock Exchange
2 October 2019
Exercise of Options, Appendix 3B and Appendix 3Y
SciDev Ltd (ASX: SDV , SciDev or the Company ) is pleased to advise that 100,000 of the Company’s $0.25 exercise price options have been exercised.
The options have been exercised by the Chairman, Trevor Jones. A total of $25,000 working capital has been raised as a result of the option exercise.
Attached are:
-
An Appendix 3B New Issues Announcement.
-
An Appendix 3Y Notice for Mr Jones.
On behalf of SciDev Ltd
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Lewis Utting
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Heath Roberts
Managing Director and CEO
SciDev Ltd
Company Secretary SciDev Ltd
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
SciDev Ltd (ASX : SDV)
ABN
25 001 150 849
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) |
Fully Paid Ordinary Shares |
|---|---|
| 100,000 | |
| Rank equally with the Company’s fully paid ordinary shares quoted and trading as ‘SDV’ |
- See chapter 19 for defined terms.
Appendix 3B Page 1
04/03/2013
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 |
Yes. Refer 3 above |
|---|---|
| $0.25 per share | |
| Exercise of options | |
| No | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
Appendix 3B New issue announcement
| 6d Number of+securities issued with security holder approval under rule 7.1A 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) |
N/A | |
|---|---|---|
| N/A | ||
| N/A | ||
N/A |
||
| N/A | ||
| N/A | ||
| 3 October 2019 | ||
| Number | +Class | |
| 123,363,157 | Fully paid ordinary shares |
- See chapter 19 for defined terms.
Appendix 3B Page 3
04/03/2013
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all 3,850,000 Options at $0.25 per +securities not quoted on ASX share expiring ( including the +securities in 28/11/2019 section 2 if applicable) 2,000,000 Options at $0.10 per share expiring 23/07/2022 3,350,000 Options at $0.12 per share expiring 23/07/2022 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)
Part 2 - Pro rata issue
11 Is security holder approval NA required? 12 Is the issue renounceable or nonNA renounceable? 13 Ratio in which the[+] securities will NA be offered 14 +Class of +securities to which the NA offer relates 15 +Record date to determine NA entitlements 16 Will holdings on different NA registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements NA in relation to fractions
- See chapter 19 for defined terms.
Appendix 3B Page 4
04/03/2013
Appendix 3B New issue announcement
| 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) |
NA |
|---|---|
| NA | |
| NA | |
| NA | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| NA | |
| NA | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 5
04/03/2013
Appendix 3B New issue announcement
| 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 |
N/A |
|---|---|
| N/A | |
| N/A | |
| NA |
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 NOT APPLICABLE
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
- See chapter 19 for defined terms.
Appendix 3B Page 6
04/03/2013
Appendix 3B New issue announcement
37 A copy of any trust deed for the additional[+] securities
Entities that have ticked box 34(b) NOT APPLICABLE
38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A 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 N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 7
04/03/2013
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.
Sign here: ............................................................ Date: 2 October 2019 (Director/Company secretary)
Print name: Heath Roberts..................
== == == == ==
- 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 N/A - NO LR 7.1A APPROVAL
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Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the 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
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid
+ ordinary securities cancelled during that
12 month period
“A”
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- See chapter 19 for defined terms.
Appendix 3B Page 9
04/03/2013
Appendix 3B New issue announcement
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | |
| 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 |
|
| “C” | - |
| 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 |
|
| Subtract“C” Note: number must be same as shown in Step 3 |
|
| Total[“A” x 0.15] – “C” | [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 |
|
| Step 2: Calculate 10% of “A” | |
| “D” | 0.10 Note: this value cannot be changed |
| Multiply“A” by 0.10 | |
| Step 3: Calculate “E”, the amount 7.1A that has already been used |
of placement capacity under rule |
| 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” |
- See chapter 19 for defined terms.
Appendix 3B Page 11
04/03/2013
Appendix 3B New issue announcement
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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A
- See chapter 19 for defined terms.
Appendix 3B Page 12
04/03/2013
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 SciDev Ltd ABN 25 001 150 849
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.
| We (the entity) give ASX the following the director for the purposes of section |
information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act. |
|---|---|
| Name of Director | Trevor JONES |
| Date of last notice | 16/08/2019 |
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 | Trevor Jones |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Corporate Entities below |
| Date of change | 02102019 |
| No. of securities held prior to change | 592,550 fully paid ordinary shares (Claronga Pty Ltd), 145,753 fully paid ordinary shares (Reachage Pty Ltd) 100,000 options: expiry 28112019, exercise price $0.25 (Trevor Jones) 250,000 options: expiry 23072022, exercise price $0.12 (Trevor Jones) |
| Class | Fully paid ordinary shares |
- See chapter 19 for defined terms.
Appendix 3Y Page 1 28/11/2018
Appendix 3Y Change of Director’s Interest Notice
| Number acquired | 100,000 fully paid ordinary shares on exercise of $0.25 price options |
|---|---|
| Number disposed | 0 |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.25 per share (exercise of options) |
| No. of securities held after change | 592,550 fully paid ordinary shares (Claronga Pty Ltd), 145,753 fully paid ordinary shares (Reachage Pty Ltd) 100,000 fully paid ordinary shares (Trevor Jones) 250,000 options: expiry 23072022, exercise price $0.12 (Trevor Jones) |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of 100,000 fully paid ordinary shares on exercise of $0.25 price options |
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 | NIL / NOT APPLICABLE |
|---|---|
| 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 |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
28/11/2018
Appendix 3Y Change of Director’s Interest Notice
Interest after change
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed NO / NOT APPLICABLE above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade NA to proceed during this period? If prior written clearance was provided, on what date was this NA provided?
- See chapter 19 for defined terms.
Appendix 3Y Page 3 28/11/2018