AI assistant
TRIANGLE ENERGY (GLOBAL) LIMITED — Capital/Financing Update 2013
Oct 16, 2013
65907_rns_2013-10-16_5ece6d4b-22bd-4667-aa19-c5eecc1746c1.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
17 October 2013
ASX Limited Company Announcements Level 4, 20 Bridge Street SYDNEY, NSW, 2000
Dear Sir/Madam
Appendix 3B and Appendix 3Y Clarification and Amendment
Correction - Appendix 3B
Attached is a revised Appendix 3B to replace the appendix lodged with the ASX on 30 September 2013.
The Appendix 3B lodged on 30 September 2013 incorrectly stated that 187,500,000 shares were issued in relation to the $1.5M placement.
-
The correct number of shares issued was 173,750,000 at $0.008 representing $1,390,000;
-
The remaining 13,750,000 shares representing $110,000 to be issued are to Related Parties (Directors and their associates) and will be issued subject to shareholder approval at the Annual General Meeting (“AGM”).
If approval is gained from shareholders at the AGM for Related Parties to participate in the placement, an Appendix 3B will be lodged again at that time to represent the issue of 13,750,000 shares.
Disregard - Appendix 3Y
The Appendix 3Y in relation to change of Director’s Interest notices for Mr John Towner and Mr Lewis Johnson lodged on 1 October 2013 are to be disregarded.
If approval is gained from shareholders at the AGM for Mr Towner and Mr Johnson to participate in the placement, the Appendix 3Y’s will be lodged again at that time.
Yours sincerely
==> picture [118 x 68] intentionally omitted <==
Darren Bromley Company Secretary
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
Triangle Energy (Global) Limited
ABN
52 110 411 428
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) |
A. Fully Paid Ordinary Shares B. Fully Paid Ordinary Shares issued following immediate vesting of Unlisted Share Rights (Rights) issued without Performance Vesting Criteria under the TEG Employee Rights Plan approved by shareholders at the Company’s AGM held on 26 November 2010 (Rights Plan) C. Rights with Performance Vesting Criteria issued under the Rights Plan D. Cancellation of Rights with Performance VestingCriteriagranted under the Rights Plan |
|---|---|
| A. 173,750,000 Ordinary Shares B. 20,000,000 Ordinary Shares C. 34,000,000 Rights D. 2,000,000 Rights cancelled |
|
| A. Fully Paid Ordinary Shares B. Fully Paid Ordinary Shares C. (a) 18,000,000 Rights will vest if project acquisition criteria met by 31 August 2014 (b) 11,000,000 Rights will vest if the Pase PSC awarded by 31 August 2014 (c) 5,000,000 Rights will vest on 12 months employment service from 31 August 2013 to 31 August 2014 D. Rights to vest upon award of the Pase PSC (these Rights have been cancelled) |
| 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 6d Number of+securities issued with security holder approval under rule 7.1A |
A. and B. The shares will rank equally with existing ordinary fully paid shares; C. and D. Prior to vesting, the Rights do not carry a right to vote, receive dividends or generally participate in other corporate actions. Ordinary shares issued on vesting of the Rights will rank equally with existing ordinary shares. |
|---|---|
| A. $1,390,000 @ $0.008 per share B. Nil C. Nil D. Nil |
|
| A. Issue of 173,750,000 shares as part of the placement to sophisticated investors announced on 11 September 2013 to provide working capital for the Company; B. Issue of 20,000,000 Rights immediately vesting to shares as remuneration to staff and consultants; C. Issue of 34,000,000 Rights as remuneration to incentivise staff and consultants; D. Cancellation of 2,000,000 Rights in accordance with the terms and conditions of the Rights Plan. |
|
| Yes | |
| 30 November 2012 | |
| 173,750,000 Ordinary Shares | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
| 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. |
N/A |
|---|---|
| • 20,000,000 Fully Paid Ordinary Shares from immediate vesting of Rights; • 34,000,000 Rights. Exception 9 – Employee Incentive Scheme approved 29 November 2010 |
|
N/A |
|
| N/A | |
| LR 7.1 capacity: 39,996,319 LR 7.1A capacity: 142,497,545 |
|
| 27 September 2013 |
| 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 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) |
Number | +Class |
|---|---|---|
| 1,618,725,458 | Ordinary Shares | |
| Number | +Class | |
| 88,750,000 27,000,000 |
Rights granted under the Rights Plan subject to performance vesting criteria. Unlisted $0.01 Options expiring 26 September 2014 |
|
| N/A |
Part 2 - 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 offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
04/03/2013
| 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) 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? |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
32 How do security holders dispose of N/A their entitlements (except by sale through a broker)? 33 +Issue date N/A
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.
Appendix 3B Page 6
04/03/2013
Entities that have ticked box 34(b)
-
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 all N/A 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)
N/A
Number +Class 42 Number and[+] class of all[+] securities N/A N/A 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.
-
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.
==> picture [79 x 46] intentionally omitted <==
Sign here: ............................................................ Date: .17 October 2013 (Director/Company secretary)
Print name: Darren Bromley
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 8
04/03/2013
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 placement capacity is calculated
==> picture [414 x 404] intentionally omitted <==
----- Start of picture text -----
Insert number of fully paid [+] ordinary 1,424,975,458
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary Nil
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 Nil
securities cancelled during that 12 month
period
“A” 1,424,975,458
----- End of picture text -----
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 9
Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 213,746,318 |
| 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 |
173,750,000 54,000,000 Nil Nil |
| “C” | 173,750,000 |
| 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 |
213,746,319 |
| Subtract“C” Note: number must be same as shown in Step 3 |
- 173,750,000 |
| Total[“A” x 0.15] – “C” | = 39,996,319 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/2013
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 “A” 1,424,975,458 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 0.10 142,497,545 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued Nil 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” Nil
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 11
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
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 |
142,497,545 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 142,497,545 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
04/03/2013