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TRIANGLE ENERGY (GLOBAL) LIMITED — Capital/Financing Update 2015
Mar 24, 2015
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Capital/Financing Update
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25 March 2015
ASX Limited Company Announcements
Via electronic lodgement
APPENDIX 3B - PLACEMENT & VESTING OF EMPLOYEE RIGHTS
Triangle Energy (Global) Limited (“ Triangle ” or the “ Company ”) advises the following in relation to the Company’s placement announced on 20 March 2015 and the “TEG Employee Rights Plan”:
-
200,250,000 Ordinary Shares have been allotted on 23 March 2015; and,
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5,000,000 Employee Share Rights in the Triangle have vested to Ordinary Shares and have been allotted subsequent to the vesting criteria of 12 months service being met.
The Appendix 3B and notice under Section 708A(6) of the Corporations Act 2001 (Cth) in relation to the above is enclosed.
Yours sincerely
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Darren Bromley Director / 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 C. (VESTED) Unlisted Share Rights (Rights) with Performance VestingCriteria |
|---|---|
| A. 200,250,000 Ordinary Shares B. 5,000,000 Ordinary Shares C. (5,000,000) Rights with Performance Vesting Criteria VESTED to OrdinaryShares(B) |
|
| A. Fully Paid Ordinary Shares B. Fully Paid Ordinary Shares C. Rights with Performance Vesting Criteria (12 months employment service from 31 August 2013 to 31 August 2014) issued under the TEG Employee Rights Plan approved by shareholders at the Company’s AGM held on 27 November 2013 (Rights Plan) |
| 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 |
N/A |
|---|---|
| A. $0.001 B. Nil (12 months service vesting criteria) |
|
| A. Issue of 200,250,000 shares as part of the placement to sophisticated investors announced on 20 March 2015 to provide working capital for the Company; B. Issue of 5,000,000 Shares - Rights vested upon 12 months employment service from 31 August 2013 to 31 August 2014 |
|
| Yes | |
| 27 November 2014 (approved at 2014 AGM) | |
| 200,250,000 Ordinary Shares | |
| Nil |
- 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 |
|---|---|
| • 5,000,000 Fully Paid Ordinary Shares from vesting of Rights; Exception 9 – Employee Incentive Scheme approved 27 November 2013 |
|
N/A |
|
| N/A | |
| LR 7.1 capacity: 206,206,857 LR 7.1A capacity: 270,971,238 |
|
| 23 March 2015 |
| 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 |
|---|---|---|
| 2,909,962,382 | Ordinary Shares | |
| Number | +Class | |
| 54,500,000 | Rights granted under the Rights Plan subject to performance vesting criteria. |
|
| 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 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[+] 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.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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.
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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.
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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.
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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.
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Sign here: ............................................................ Date: 25 March 2015 (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
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Insert number of fully paid [+] ordinary 1,634,475,458
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities • 188,018,881 (Non-renounceable pro rata
issued in that 12 month period under an entitlement issue)
exception in rule 7.2 • 629,218,043 (Shortfall offer pursuant to Non-
renounceable pro rata entitlement issue)
• 5,000,000 (TEG Employee Rights Plan
subject of this Appendix 3B)
• Number of fully paid [+] ordinary securities • 245,000,000 (16/07/2014 Renew 15% LR 7.1
issued in that 12 month period with at General Meeting)
• 8,000,000 (16/07/2014 Related Party
shareholder approval
Approval at General Meeting)
• 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” 2,709,712,382
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- 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 | 406,456,857 |
| 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 |
•200,250,000 (Placement subject of this Appendix 3B) |
| “C” | 200,250,000 |
| 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 |
406,456,857 |
| Subtract“C” Note: number must be same as shown in Step 3 |
200,250,000 |
| Total[“A” x 0.15] – “C” | = 206,206,857 [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” 2,709,712,382 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 0.10 270,971,238 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 |
270,971,238 |
| Subtract“E” Note: number must be same as shown in Step 3 |
Nil |
| Total[“A” x 0.10] – “E” | 270,971,238 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 12
04/03/2013
25 March 2015
ASX Limited Company Announcements
Via electronic lodgement
CLEANSING NOTICE UNDER SECTION 708A(6) OF THE CORPORATIONS ACT
Triangle Energy (Global) Limited refers to the issue of 200,250,000 shares via placement to sophisticated investors at $0.001 per share and notifies ASX under section 708A(6) of the Corporations Act 2001 ( Act ) that:
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(a) Triangle Energy (Global) Limited will offer the shares without disclosure to investors under Part 6D.2 of the Act;
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(b) As at the date of this notice, Triangle Energy (Global) Limited has complied with the provisions of Chapter 2M of the Act as they apply to Triangle Energy (Global) Limited, and section 674 of the Act; and
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(c) As at the date of this notice, there is no information:
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(i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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A. the assets and liabilities, financial position and performance, profits and losses and prospects of Triangle Energy (Global) Limited; or
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B. the rights and liabilities attaching to the shares.
-
Yours sincerely
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Darren Bromley Director / Company Secretary