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SPRINTEX LIMITED — Capital/Financing Update 2015
Oct 20, 2015
65799_rns_2015-10-20_d7a1cf02-dbfa-4090-b846-53e6f3d342ba.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
SPRINTEX LIMITED
ABN
38 106 337 599
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 beissued | Fully Paid Ordinary Shares |
|---|---|---|
| 2 | Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued | Up to approximately 1,566,789,399 new fullypaid ordinary shares |
| 3 | Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion) | Fully Paid Ordinary Sharesranking pari passuwith existing ordinary shares |
+ See chapter 19 for defined terms.
| 4 | Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities? | Yes |
|---|---|---|
| If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment | ||
| 5 | Issue price or consideration | $0.001per ordinary share |
| 6 | Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) | The new fully paid ordinary shares are proposedto be issuedpursuant to a non-renounceablerights issue announced on 12 October 2015 toraise working capital and other purposes asdescribed in the Prospectus issued on 21October 2015. |
| 6a | Is the entity an+eligible entity thathasobtainedsecurityholder | Yes |
| approval under rule 7.1A? | ||
| If Yes, complete sections 6b – 6h in+securitiesrelationtothethesubject of this Appendix 3B, andcomply with section 6i | ||
| 6b | Thedatethesecurityholderresolution under rule 7.1A waspassed | 28November 2014 |
| 6c | +securitiesNumberofissuedwithout security holder approvalunder rule 7.1 | Up to approximately 1,566,789,399 new fullypaid ordinary shares |
| 6d | Number of +securities issued withsecurity holder approval under rule7.1A | n/a |
+ See chapter 19 for defined terms.
| 6e | Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting) | n/a | |
|---|---|---|---|
| 6f | Number of +securities issued underan exception in rule 7.2 | paid ordinary shares | Up to approximately 1,566,789,399 new fully |
| 6g | If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issuedateandbothvalues.Include the source of the VWAPcalculation. | n/a | |
| 6h | If +securities were issued under rule7.1A for non-cash consideration,state date on which valuation ofconsideration was released to ASXMarket Announcements | n/a | |
| 6i | Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements | 7.1 -586,221,8977.1A -459,703,486 | |
| 7 | +Issue datesNote: 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 rataentitlement issue must comply with the applicabletimetable in Appendix 7A.Cross reference: item 33 of Appendix 3B. | 19November2015 | |
| 8 | Number and +class of all +securitiesquoted on ASX (includingthe+securitiesinsection2ifapplicable) | Number4,700,368,197 | +ClassFullyPaidOrdinaryshares |
+ See chapter 19 for defined terms.
- 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)
3,750,000 1,250,000 each of
Class B, C and D Performance Rights
Number +Class
Part 2 - Pro rata issue
| 11 | Is security holder approval required? | No |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | Non-renounceable |
| 13 | Ratio in which the +securities will beoffered | 1 new share for every 2 held |
| 14 | +Class of +securities to which theoffer relates | Fully paid ordinary shares |
| 15 | +Recorddatetodetermineentitlements | 28 October 2015 |
| 16 | Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | n/a |
| 17 | Policy for deciding entitlements inrelation to fractions | Fractional entitlements will be rounded up tonearest whole number |
| 18 | Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with. | The Prospectus will only be sent to securityholders with a registered address in Australiaor New Zealand |
| Cross reference: rule 7.7. | ||
| 19 | Closingdateforreceiptofacceptances or renunciations | 12November 2015 |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | The Offer is partially underwritten by MJ TwoPty Ltd |
|---|---|---|
| 21 | Amount of any underwriting fee orcommission | No underwriting fee or commission will bepayable by Sprintex Limited |
| 22 | Names of any brokers to the issue | n/a |
| 23 | Fee or commission payable to thebroker to the issue | n/a |
| 24 | Amount of any handling fee payableto brokers who lodge acceptances orrenunciations on behalf of securityholders | n/a |
| 25 | If the issue is contingent on securityholders' approval, the date of themeeting | n/a |
| 26 | Date entitlement and acceptanceform and offer documents will besent to persons entitled | 2November2015 |
| 27 | If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices 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 sell theirentitlementsinfullthroughabroker? | n/a |
| 31 | How do security holders sell part oftheir entitlements through a brokerand accept for the balance? | n/a |
+ See chapter 19 for defined terms.
- 32 How do security holders dispose of their entitlements (except by sale through a broker)? n/a
33 +Issue date 19 November 2015
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
+ See chapter 19 for defined terms.
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. | ||
|---|---|---|
| -- | ------------------------------------- | -- |
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: 21 October 2015.........................
(Director/Company Secretary)
Print name: ROBERT MOLKENTHIN....................
== == == == ==
+ 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 capital | |||
|---|---|---|---|
| Step 1: Calculate "A", the base figure from which the placementcapacity is calculated | |||
| Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue | 959,977,044 | ||
| Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line itemsSubtract the number of fully paid+ordinary securities cancelled during that | 939,705,334 (issued on 14 November2014)258,999,953 (issued on 14 November2014)87,119,794 (issued on 20 November 2014)783,463,340 (issued on 17 April 2015)980,000 (issued on 21 May 2015)Securities the subject of this Appendix 3B1,566,789,399- | ||
| 12 month period"A" | 4,597,034,864 |
+ 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 | 689,555,230 |
| 7.1 that has already been used | Step 3: Calculate "C", the amount of placement capacity under rule |
| 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•Under rule 7.1A•With security holder approval underrule 7.1 or rule 7.4Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items | 63,333,33335,000,0005,000,000 (issued on 5 October 2015) |
| "C" | 103,333,333 |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacityunder rule 7.1 | |
| "A" x 0.15Note: number must be same as shown inStep 2 | 689,555,230 |
| Subtract "C"Note: number must be same as shown inStep 3 | 103,333,333 |
| Total ["A" x 0.15] – "C" | 586,221,897[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" | 4,597,034,864 | |
| 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 | 459,703,486 | |
| 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 | - | |
| Notes:•This applies to equity securities – not | ||
| just ordinary securities | ||
| •Include here – if applicable – thesecurities 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 within 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.
| Step4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A | |||
|---|---|---|---|
| "A" x 0.10 | 459,703,486 | ||
| Note: number must be same as shown inStep 2 | |||
| Subtract "E" | - | ||
| Note: number must be same as shown inStep 3 | |||
| Total ["A" x 0.10] – "E" | 459,703,486 | ||
| Note: this is the remaining placementcapacity under rule 7.1A |
+ See chapter 19 for defined terms.