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TZ LIMITED — Capital/Financing Update 2010
Nov 14, 2010
65975_rns_2010-11-14_7b757682-5ae5-479a-9d4a-849acc361367.pdf
Capital/Financing Update
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TZ Limited ABN 26 073 979 272
==> picture [134 x 56] intentionally omitted <==
15 November 2010
Lodged by ASX Online
The Manager Company Announcements Office ASX Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000
Dear Sir/Madam
UPDATED APPENDIX 3B
As a result of due diligence enquiries TZ Limited (the "Company" ) has determined that the total number of unquoted options on issue in the Company is 10,713,041 rather than the 10,444,000 referred to in the most recent Appendix 3B lodged with the ASX.
We attach an amended appendix 3B to reflect the foregoing.
Yours faithfully, TZ LIMITED
==> picture [90 x 55] intentionally omitted <==
Kenneth Ting
Executive Director and Company Secretary
Chicago (Operational Headquarters) ASX: TZL 520 West Erie Street, Suite 100 Web: www.tz.net Chicago, IL 60654 United States Email: [email protected]
Sydney (Registered Office) Level 11, 1 Chifley Square Sydney, NSW 2000 Australia
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
TZ
LIMITED
ABN 26
073
979
272
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 (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) |
Unlisted options. |
|---|---|
| 1,869,041 unlisted options issued between 1 January 2008 and 15 May 2009. |
|
| • 452,375 options exercisable at $6.00 and expiring on 31 December 2010. • 180,000 options exercisable at $6.00 and expiring on 30 January 2011. • 75,000 options exercisable at $6.00 and expiring on 7 February 2011. • 116,666 options exercisable at $6.00 and expiring on 25 August 2011. • 1,045,000 options exercisable at $2.50 and expiringon 24 October 2011. |
| 4 Do the+securities rank equally in all 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) |
Not applicable | Not applicable |
|---|---|---|
| Nil | ||
| Options issued to employees under an employee incentive scheme. |
||
| Not applicable | ||
| Number | +Class | |
112,273,225 |
Ordinary fully paid shares (including the 28,068,306 shares under the proposed rights issue announced on 10 November 2010 and the 8,091,446 proposed placement shares announced on 10 November 2010). |
- See
chapter
19
for
defined
terms. Appendix
3B
Page
2
1/1/2003
9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 100,000 195,000 149,000 452,375 180,000 75,000 116,666 1,045,000 3,000,000 13,714 |
Options exercisable at $3.75 and expiring on 18 January 2011 Options exercisable at $3.75 and expiring on 19 January 2011 Options exercisable at $3.00 and expiring on 20 January 2011 Options exercisable at $6,00 and expiring on 31 December 2010 Options exercisable at $6.00 and expiring on 30 January 2011 Options exercisable at $6.00 and expiring on 7 Feb 2011 Options exercisable at $6.00 and expiring on 25 August 2011 Options exercisable at $2.50 and expiring on 24 October 2011. CB Options exercisable at $4.00 and expiring on 19 February 2013 Convertible notes at an issue price of $1,000 per convertible note |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
1,232,500 150,000 1,400,000 1,750,000 1,750,000 1,750,000 |
Convertible Notes at an issue price of $1.00 per convertible note Options exercisable at $1.00 expiring on 29 March 2011. Rights under the Company’s Director and Executive Equity Plan Directors options exercisable at $1.00 and expiring on 30 June 2016. Directors options exercisable at $2.00 and expiring on 30 June 2017. Directors options exercisable at $3.00 and expiring on 30 June 2018. |
|---|---|---|
| Not applicable |
**Part
2
-
Bonus
issue
or
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 |
Not applicable |
|---|---|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
- See
chapter
19
for
defined
terms.
Appendix
3B
Page
4
1/1/2003
| 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 issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 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 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) |
Not applicable |
|---|---|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not 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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date |
Not applicable |
|---|---|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
|
| Not applicable |
**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
- See
chapter
19
for
defined
terms.
Appendix
3B
Page
6
1/1/2003
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 Not
applicable +quotation
is
sought 39 Class
of +securities
for
which Not
applicable quotation
is
sought 40 Do
the[+] securities
rank
equally
in Not
applicable all
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 Not
applicable 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 Not
applicable +securities 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
- Note:
-
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
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.
Sign
here: ............................................................
Date: Director/Company
secretary
Print
name:
==
==
==
==
==
- See
chapter
19
for
defined
terms. Appendix
3B
Page
8
1/1/2003