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VERBREC LIMITED Share Issue/Capital Change 2008

Jul 2, 2008

65992_rns_2008-07-02_24cba990-8a34-4309-bd71-932e2715eac6.pdf

Share Issue/Capital Change

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Appendix 3B New issue announcement

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

LogiCamms Limited

ABN

90 127 897 689

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)
Options - unlisted
100,000 unlisted Options
Unlisted Options – exercisable at $1.35. See the
terms and conditions in the Annexure attached
hereto.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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)
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Unlisted Options – no Unlisted Options – no
Nil
Options issue – incentivise key management
personnel.
3 July 2008
Number +Class
36,267,373 Ordinary Shares
Number +Class
2,725,000 Options
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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)
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

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 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.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

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 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 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

  • 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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 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.

Ian Hobson Company Secretary 3 July 2008

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

Annexure to Appendix 3B Terms and Conditions of Options

  • The Options entitle the holder to subscribe for Shares on the following terms and conditions:

  • Each Option entitles the holder to subscribe for one Share on exercise of the Option. The exercise price of each Option is $1.35 ( Exercise Price ).

  • The Options must be exercised within 3 years and 6 months of their date of grant ( Exercise Period ).

  • A third of the Options will vest on each of the first, second and third anniversaries of the date of grant of the Options. Exercise of the Options is subject to the following criteria being met:

  • (a) on or after the 1[st] anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.45 at the time of exercise;

  • (b) on or after the 2[nd] anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on the ASX is above $1.60 at the time of exercise; and

  • (c) on or after the 3[rd] anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on the ASX is above $1.90 at the time of exercise.

  • On expiry of the Exercise Period any Option not exercised shall automatically lapse.

  • Options may only be exercised by notice in writing to the Company which is signed by the Holder and delivered to the registered office of the Company. The notice must specify the number of Options being exercised (which must be no less than multiples of 500) and must be accompanied by the exercise price for the number of Options specified in the notice and the certificate or holding statement for those Options, for cancellation by the Company.

  • The notice only becomes effective when the Company has received the full amount of the exercise price for the number of Options specified in the notice in cleared funds. Within 10 Business Days of the notice becoming effective, the Company must allot and issue the number of Shares specified in the notice to the holder; cancel the certificate or holding statement for the Options being exercised; and, if applicable, issue a new certificate or holding statement for any remaining unexercised Options covered by the certificate or holding statement accompanying the notice.

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

Terms and Conditions of Options (continued)

  1. All Shares allotted upon the exercise of Options will be of the same class and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in dividends declared by the Company after the date of allotment and all issues of securities offered to holders of Shares where entitlements to participate in those issues are determined by reference to a record date after the date of allotment of Shares allotted upon the exercise of Options.

  2. If existing Shares are officially quoted by the ASX, the Company must apply for official quotation by the ASX of all Shares allotted pursuant to the exercise of Options not later than 10 Business Days after the date of allotment. The Company will not apply to have the Options granted on the ASX.

  3. Holders will only be permitted to participate in a pro rata issue to the holders of Shares on the prior exercise of Options. The Company must notify the holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.

  4. In the event of a pro rata issue (except a Bonus Issue) to the holders of Shares, the Exercise Price of an Option may be reduced using the formula in Listing Rule 6.22.2 (of the Listing Rules of the ASX ( Listing Rules )).

  5. If from time to time prior to the expiry of any Options the Company makes an issue of any class of shares to the holders of Shares on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) (a Bonus Issue ) then upon exercise of an Option, each holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such exercise) the number of shares of the class which would have been issued to the holder under the Bonus Issue ( Bonus Shares ) if on the date on which entitlements to participate in the Bonus Issue were calculated the holder had been registered as the holder of the number of Shares of which the holder would have been registered as holder if immediately prior to that date the Option had been exercised and the Shares the subject of such exercise had been duly allotted and issued. The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

  6. In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Options to which each holder is entitled or the Exercise Price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Options which are not conferred on Shareholders.

  7. The Company must give notice to each holder of any adjustment to the number of Shares for which the holder is entitled to subscribe or to the exercise price of the Options.

  8. See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9