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VOLT GROUP LIMITED — Capital/Financing Update 2012
Oct 7, 2012
66016_rns_2012-10-07_aba707f4-f710-4e7d-adba-6b3abc45076d.pdf
Capital/Financing Update
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8[th] October 2012
The Manager Company Announcements Office ASX Limited
ENERJI LTD Notice under Section 708A(5)
Enerji Ltd ( Company ) advises that on 8[th] October 2012, the Company issued 31,000,000 ordinary shares and 28,000,000 listed options with an exercise price of $0.03 expiring 30 June 2015. The securities were fully paid ordinary shares and were part of a class of securities quoted on ASX Limited. The Appendix 3B in relation to the issue is attached.
The Company gives this notice pursuant to Section 708A(5) of the Corporations Act.
The shares were issued without disclosure to investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.
The Company, as at the date of this notice, has complied with:
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(a) the provisions of Chapter 2M of the Corporations Act; and Section 674 of the Corporations Act.
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(b) There is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.
Yours faithfully
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Geoffrey Reid Company Secretary
About Enerji
Enerji (ASX: ERJ) is an emerging green power utility specialising in the provision of 3rd Generation Opcon Powerbox waste heat conversion technology.
Enerji has the exclusive Australian sales and distribution rights to the proven Powerbox technology, which converts waste heat into green electricity, as well as options for Malaysia, Thailand, Singapore and Sub-Saharan Africa.
The Powerbox represents a significant commercial opportunity in Australia through application to industrial, mining and power generation operations.
Enerji plans to maximise this opportunity and generate shareholder returns through revenue from long term energy off-take agreements.
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10 Ord Street, West Perth, Western Australia 6005 Telephone: +618 9268 3800 Facsimile: +618 9226 2018
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 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
Name of entity
Enerji Limited
ABN
62 009 423 189
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) |
Ordinary Shares |
|---|---|
| 31,000,000 Ordinary Shares 28,000,000 Listed Options |
|
| Ordinary Fully Paid Shares Listed Options exercise price $0.03, expiring 30 June 2015 |
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 1
Appendix 3B New issue announcement
4 Do the[+] securities rank equally in All Fully Paid Shares issued will rank all respects from the date of equally with existing Fully Paid Ordinary allotment with an existing[+] class of Shares on issue 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 $0.007 per Ordinary Share nil per Option 6 Purpose of the issue Working capital purposes namely the (If issued as consideration for the provision of corporate services acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that No 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 n/a resolution under rule 7.1A was passed 6c Number of +securities issued n/a without security holder approval under rule 7.1
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 2
Appendix 3B New issue announcement
| 6d Number of+securities issued with security holder approval under rule 7.1A 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 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 section 2 if applicable) |
n/a | |
|---|---|---|
| n/a | ||
| n/a | ||
| n/a | ||
| n/a | ||
| 165,377,579 | ||
| 8thOctober 2012 | ||
| Number | +Class | |
| 1,240,183,860 64,737,499 631,503,931 |
Ordinary Shares Options exercisable at $0.20 on or before 31 December 2016 Options exercisable at $0.03 on or before 30 June 2015 |
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 3
Appendix 3B New issue announcement
Number +Class 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 No dividend policy has been trust, distribution policy) on the established increased capital (interests)
Part 2 - Bonus issue or pro rata issue
Items 11 to 33 not applicable, not a bonus or pro rata issue
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
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 4
Appendix 3B New issue announcement
100,001 and over
37 A copy of any trust deed for the additional[+] securities
Items 38 to 42 not applicable, box 34(b) not ticked
Quotation agreement
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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
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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 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: 8th October 2012 (Director/Company secretary)
Print name: Geoffrey Reid
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- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 5
Appendix 3B New issue announcement
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
| Rule 7.1 – Issues exceeding 15% of capital | Rule 7.1 – Issues exceeding 15% of capital |
|---|---|
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue |
722,958,467 |
| Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary 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 |
506,225,393 |
| Subtractthe number of fully paid ordinary securities cancelled during that 12 month period |
0 |
| “A” | 1,229,183,860 |
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 6
Appendix 3B New issue announcement
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 184,377,579 |
| 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 |
19,000,000 |
| “C” | 19,000,000 |
| 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 |
184,377,579 |
| Subtract“C” Note: number must be same as shown in Step 3 |
19,000,000 |
| Total[“A” x 0.15] – “C” | 165,377,579 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 7
Appendix 3B New issue announcement
Part 2
Annexure 1, Part 2 not applicable as a special resolution to apply Rule 7.1A has not been put to shareholders
- See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 8