Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

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 viewer

Opens 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