AI assistant
THORNEY TECHNOLOGIES LTD — Capital/Financing Update 2007
Mar 11, 2007
65908_rns_2007-03-11_9fc47eec-41b4-4d76-a198-1a4d3cd0fa5c.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer

AUSTRALIAN RENEWAB. FUELS LIMITED
AUSTRALIAN RENEWABLE FUELS LIMITED
ARN 66 096 782 188
SUITE 1B.LEVEL 5 SOUTH SHORE PIAZZA 85 SOUTH PERTH ESPLANADE SOUTH PERTH WA 6151
P.O. BOX 837 SOUTH PERTH WA 6951
TEL. $+61893633500$ 161893633511 $FAX$ E-MAIL [email protected] WEB. www.arhiels.com.au
Monday 12 March 2007
ASX Release
Company Announcements Office Australian Stock Exchange Limited 10th Floor, 20 Bond Street SYDNEY NSW 2000
Dear Sir/Madam,
Placement, Non-Renounceable Rights Issue and General Meeting
Australian Renewable Fuels Limited ("ARF" or "Company" - ASX Code: ARW) advises that it has agreed to undertake a placement ("Placement") of 9,000,000 fully paid ordinary shares in the Company ("Shares") at an issue price of 35 cents each to institutional and other sophisticated investors, together with the right to apply for 9,000,000 free attaching Options ("Placement Options"), each to acquire one Share at 60 cents each on or before 24 April 2009. The Placement will raise \$3,150,000 before costs.
Shareholders (including participants in the Placement) will also be given the opportunity to subscribe for Shares on the same terms as the terms of the Shares offered under the Placement pursuant to a non-renounceable rights issue ("Rights Issue") of 33,300,000 Shares to raise \$11,655,000 on the basis of 1 Share for every 4 Shares held on the record date at an issue price of 35 cents each, together with 33,300,000 free attaching Options, each to acquire one Share at 60 cents each on or before 24 April 2009.
The record date for the Rights Issue is 23 March 2007.
The Placement and the Rights Issue are fully underwritten by Shaw Corporate Finance Pty Ltd.
The funds raised from the Placement and the Rights Issue will be used for infrastructure development associated with the Company's two production facilities at Largs Bay and Picton, for general working capital and to retire debt.
The Prospectus for the Rights Issue and offer of the Placement Options has been lodged with ASIC and ASX and is available on the ASX website at www.asx.com.au for inspection.
The Company will also be seeking Shareholder approval at a General Meeting of the Company to be held on 20 April 2007 to issue 5,714,286 Shares and 5,714,286 free attaching Options to Mr Darryl Butcher in lieu of the repayment of an amount of \$2,000,000 payable to Mr Darryl Butcher as deferred consideration for the acquisition of shares in Shelly Nominees Pty Ltd pursuant to a Share Sale Agreement dated 19 January 2005 (as varied by deeds dated 3 and 9 March 2005 and 7 March 2007). A summary of this Share Sale Agreement was included in the Company's IPO Prospectus dated 21 March 2005. The terms of issue of these securities are the same as the terms offered under the Placement and the Rights Issue.
Shareholder approval will also be sought at the General Meeting to ratify the issue of Shares under the Placement and to approve the issue of the free attaching Placement Options.
Summary of Important Dates
The proposed timetable for the Placement, Rights Issue and General Meeting is as follows:
| Announcement of Rights Issue, Placement and General Meeting | 12 March 2007 |
|---|---|
| Lodge Prospectus with ASIC | 12 March 2007 |
| Issue of Shares under Placement | 15 March 2007 |
| Shares quoted ex-rights | 19 March 2007 |
| Dispatch of Notice of General Meeting | 20 March 2007 |
| Record Date to determine Entitlements | 23 March 2007 |
| Opening Date and dispatch of Prospectus | 29 March 2007 |
| Closing Date* | 16 April 2007 |
| Notification to ASX of under-subscriptions and Underwriter notified of number of New Securities to be subscribed for by Underwriter and Sub-Underwriters |
19 April 2007 |
| General Meeting | 20 April 2007 |
| Allotment of Placement Options, New Securities and dispatch of holding statements* |
24 April 2007 |
| *These dates are indicative only. The Directors reserve the right to vary the key dates, without prior notice and subject to compliance with the ASX Listing Rules. |
Directors' Recommendation
The Directors encourage you to support the Rights Issue.
An Appendix 3B is attached.
For further information, please contact:
Australian Renewable Fuels Limited Max Ger Finance Director/Company Secretary T: 08 9363 3500 E: [email protected]
ENDS
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
AUSTRALIAN RENEWABLE FUELS LIMITED
| ARN | |
|---|---|
| 66 096 782 188 |
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).
| + Class of + securities issued or to be issued |
Fully paid Ordinary Shares Options for fully paid Ordinary Shares |
|
|---|---|---|
| 2 | Number of $\dagger$ securities issued or to be issued (if known) or maximum number which may be issued |
42,300,000 Ordinary Shares 42,300,000 Options for Ordinary Shares |
| 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) |
Fully paid Ordinary Shares Options are exercisable at 60 cents each on or before 24 April 2009. |
| Do the *securities rank equally in all | The additional Shares rank equally with | |||
|---|---|---|---|---|
| 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 which the extent $\mathbf{t}$ they participate for the next dividend, case οf ā $\dim$ the. 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 |
Ordinary Shares. | |||
| Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
The funds raised from the issue of Shares under the Placement and the Rights Issue will be used for infrastructure development associated with the Company's two production facilities at Largs Bay and Picton, for general working capital and to retire debt. |
|||
| Dates of entering *securities into uncertificated holdings or despatch of certificates |
||||
| + Class | ||||
| Fully paid Ordinary | ||||
| *securities quoted on ASX. (including the securities in clause 2 if applicable) |
42,300,000 | Shares. Options expiring 24 April 2009. |
||
| Issue price or consideration Number and + class of all |
existing fully paid Ordinary Shares. Shares issued pursuant to the Options will rank equally with all other existing fully paid Shares $-35$ cents per share. Free Options exercisable at 60 cents each. The date for the issue of Shares under the Placement is 15 March 2007 and 24 April 2007 for the securities issued under the Rights Issue and the Options issued under the Placement. Number 110,500,001 |
| Number | + Class | |
|---|---|---|
| Number *class οf aIl and |
56,000,000 | Ordinary Fully Paid |
| *securities not quoted on ASX | Restricted Shares | |
| (including the securities in clause | 225,000 | Options expiring |
| 2 if applicable) | 18 October 2009 at | |
| various prices | ||
| 1,230,000 | Options expiring | |
| 30 June 2010 at | ||
| various prices | ||
| 200,000 | Options expiring 24 | |
| March 2011 at various | ||
| prices | ||
| 300,000 | Options expiring 17 March 2011 at |
|
| various prices | ||
| 210,000 | Options expiring | |
| 6 November 2011 at | ||
| various prices [Note; | ||
| Options approved for | ||
| issue but not allotted]. | ||
| 90,000 | Options expiring | |
| 11 November 2011 at | ||
| various prices | ||
| 3,000,000 | Options expiring | |
| 2 January 2012 at | ||
| various prices |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) $101$
$\overline{9}$
| - | |
|---|---|
Part 2 - Bonus issue or pro rata issue
| $\mathbf{1}$ | holder approval security Is. required? |
No. |
|---|---|---|
| 12 | Is the issue renounceable or non- Non-renounceable- renounceable? |
|
| 13 | Ratio in which the *securities will be offered |
1 for every 4 Ordinary Shares held at Record Date |
| 14 | + Class of + securities to which the offer relates |
Ordinary Shares Options for Ordinary Shares |
| 15 | determine + Record date to. entitlements |
23 March 2007 |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
Yes |
|---|---|---|
| 17. | Policy for deciding entitlements in relation to fractions |
Rounded up to the nearest whole number |
| 18 | Names of countries in which the entity has *security holders who will not be new sent issue documents Note: Security holders must be told how their eatitlements are to be dealt with. Cross reference: rule 7.7. |
United States of America United Kingdom Hong Kong Japan Papua New Guinea Canada Switzerland Mexico Netherlands |
| 19 | Closing date for receipt οf acceptances or renunciations |
16 April 2007 |
| 20 | Names of any underwriters | Shaw Corporate Finance Pty Ltd |
| 21 | Amount of any underwriting fee or commission |
\$765,275 |
| 22 | Names of any brokers to the issue | Shaw Stockbroking Limited |
| 23 | Fee or commission payable to the broker to the issue |
|
| 24 | of any handling fee Amount 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)
$\overline{a}$
- 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?
- $322$ How do *security holders dispose of their entitlements (except by sale through a broker)?
33 +Despatch date
L.
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 ☑
- $(b)$
35
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
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 40 Do the *securities rank equally in all $\overline{a}$ 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 $\overline{a}$ now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) *Class Number 42 Number and *class of all *securities quoted on ASX (including the
securities in clause 38)
Ouotation agreement
- $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ 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 $\bullet$ *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.
- $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, 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.
Arm L Com
(Director/Company Secretary)
Date: 12 March 2007
Sign here:
Print name:
Max Ger
$= 1.42$
| CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** TOP AUSTRALIAN RENEWABLE FUELS LIMITED/ARW |
20 RUN NUMBER 0483 |
HOLDERS 09/03/2007 |
*** | (RSP520:15.04:120307) A.C.N. 096 782 188 PAGE: 1 |
||
|---|---|---|---|---|---|---|
| HOLDER NO | CLASS GROUP: *G1/ORDINARY SHARES (GROUPED) NAME AND ADDRESS |
UNITS & I/C | RANK | |||
| AMADEUS ENERGY LIMITED Li1 255 ST GEORGE'S TERRACE PERTH WA 6000 |
34, 266, 667 27.59 1 | |||||
| MR DARRYL BUTCHER PO BOX 110 BURSWOOD WA 6100 |
12,600,000 | 10.14 | $\overline{2}$ | |||
| LOCAL GOVERNMENT LEVEL 2 157 GRENFELL STREET ADELAIDE SA 5000 |
11, 133, 333 8.96 | 3 | ||||
| M F CUSTODIANS LTD LEVEL 18 8 EXHIBITION STREET MELBOURNE VIC 3000 |
9,835,944 | 7.92 | 4 | |||
| EQUITY TRUSTEES LIMITED PREMIUM CLIENT GPO BOX 2307 MELBOURNE VIC 3001 |
6,625,815 | 5.33 | 5 | |||
| HSBC CUSTODY NOMINEES $(AUSTRALIA)$ LIMITED - A/C 2 GPO BOX 5302 SYDNEY NSW 2001 |
3,807,991 | 3.07 | 6 | |||
| GRPJPMOR | JP MORGAN NOMINEES AUSTRALIA LIMITED, LEVEL 37 259 GEORGE STREET SYDNEY NSW 2000 |
1,785,000 | 1.44 | -7 | ||
| GRPNATIO | NATIONAL NOMINEES LIMITED, GPO BOX 1406M MELBOURNE VIC 3001 |
1,651,977 | 1.33 | 8 | ||
| CITICORP NOMINEES PTY LIMITED GPO BOX 764G MELBOURNE VIC 3001 |
1,476,000 | 1.19 | 9 | |||
| UBS NOMINEES PTY LTD LEVEL 16 CHIFLEY TOWER 2 CHIFLEY SQUARE SYDNEY NSW 2000 |
1,411,276 | 1.14 | 10 | |||
| MARMULLA HOLDINGS PTY LTD | 1,356,990 1.09 | 11 |
| $\texttt{CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD} \texttt{} \texttt{TOP} 20 HOL D E R S \texttt{} \texttt{A.C.N. 096 782 188} \tag{RSP520}$ | (RSP520:15.04:120307) PAGE : |
2 | |||||
|---|---|---|---|---|---|---|---|
| HOLDER NO | CLASS GROUP: *G1/ORDINARY SHARES (GROUPED) NAME AND ADDRESS |
UNITS & I/C | RANK | ||||
77 PROMONTORY WAY NORTH ARM COVE NSW 2324 |
|||||||
| ASHABIA PTY LTD 16 ALEXANDER STREET PADDINGTON NSW 2021 |
1,000,000 0.81 | 12 1 | |||||
| BUSHELL NOMINEES PTY LTD LEVEL 3 685 PITTWATER ROAD DEE WHY NSW 2099 |
960,865 | 0.77 | 13 | ||||
| UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD GPO BOX 1257L MELBOURNE VIC 3001 |
683,327 | 0.55 | 14 | ||||
| ANZ NOMINEES LIMITED GPO BOX 2842AA MELBOURNE VIC 3001 |
408,100 | 0.33 | 15 | ||||
| SUVALE NOMINEES PTY LTD 9 GLENBERVIE ROAD TOORAK VIC 3142 |
400,000 | 0.32 | 16 | ||||
| DAHELE PTY LTD SUITE 801 46-56 KIPPAX STREET SURRY HILLS NSW 2010 |
382,820 | 0.31 | 17 | ||||
| HSBC CUSTODY NOMINEES <australia limited,GPO BOX 5302 SYDNEY NSW 2001 |
366,500 | 0.30 | 18 | ||||
| MR KENNETH JOHN BEER 16 BARAMBA ROAD CITY BEACH WA 6015 |
338,650 | 0.27 | 19 | ||||
| MR WARWICK JOHN WILLIAMS & MRS SUSAN CHRISTINE WILLIAMS $\langle$ W J WILLIAMS NO 3 SUPER A/C> 8 ALEXANDRA STREET DRUMMOYNE NSW 2047 |
315,000 | 0.25 | 20 |
| CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** | 20 тор |
HOLDERS | *** | (RSP520:15.04:120307) | ||||
|---|---|---|---|---|---|---|---|---|
| AUSTRALIAN RENEWABLE FUELS LIMITED/ARW | RUN NUMBER 0483 | 09/03/2007 | A.C.N. 096 782 188 | PAGE : | 3 | |||
| CLASS GROUP: *G1/ORDINARY SHARES (GROUPED) HOLDER NO NAME AND ADDRESS |
UNTTS | 8 I/C | RANK | |||||
| REPORT TOTAL |
90,806,255 | -73.11 | ||||||
| REMAINDER |
33,393,746 | 26.89 | ||||||
| TOTAL GRAND |
124,200,001 | 100.00 | ||||||
| The the the the the the the the the the t |
| TOTAL CURRENT HOLDERS MEETING CRITERIA FOR THIS REPORT: | -2745 |
|---|---|
| --------------------------------------- ********* |
|
| **** NUMBER OF PAGES WRITERN = | -3 ** EMD OF REPORT ** NUMBER OF LINES WRITTEN = 计符号 化聚丙烯 ******* |
| CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD | $ * $ | Range Of Units Summary | $+ + +$ | (RSP510:15.05:120307) | |||||
|---|---|---|---|---|---|---|---|---|---|
| AUSTRALIAN RENEWABLE FUELS LIMITED/ARW | RUN NUMBER 0483 | 09/03/2007 | A.C.N. 096 782 188 | PAGE : -1. |
|||||
| 1 | 1001 | 5001 | 10001 | 100001 | $$ TOTAL $$ | Less Than | |||
| to. | to | to | to | to. | M/Parcel of | ||||
| 1000 | 5000 | 10000 | 100000 | (MAX) | 1250 | ||||
| *G1/ORDINARY SHARES | (GROUPED) | ||||||||
| Holders | |||||||||
| Tssuer | 41 | 137 | 48 | 54 | 11 | 291 | 45 | ||
| Chess | 299 | 1020 | 454 | 634 | 47 | 2454 | 345 | ||
| Total | 340 | 1157 | 502 | 688 | 58 | 2745 | 390 | ||
| Units | |||||||||
| Tssuer | 28139 | 407830 | 389490 | 1289505 | 70348854 | 72463818 | 32648 | ||
| Chess | 223692 | 3103870 | 3760728 | 18191096 | 26456797 | 51736183 | 275876 | ||
| Total | 251831 | 3511700 | 4150218 | 19480601 | 96805651 | 124200001 | 308524 | ||
| TOTAL HOLDERS FOR CLASSES SELECTED | 2745 | ||||||||
| TOTAL INTTS | $\blacksquare$ $\mathbf{h}$ |
124200001 | |||||||
| ********* | |||||||||
| **** NUMBER OF PAGES WRITTEN = | 1 ** END OF REPORT ** NUMBER OF LINES WRITTEN = ******* |
首席 女女女女 | |||||||