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Wameja Limited (WJA)

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Thursday 05 September, 2019

Wameja Limited

Appendix 3B

RNS Number : 3214L
Wameja Limited
05 September 2019
 

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

Wameja Limited

 

ABN

59 052 947 743

 

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

 

Performance Options

 

 

 

 

 

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

5,000,000

 

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)

Unlisted options to acquire one ordinary fully paid share in the capital of Wameja Limited for each Option on the following terms:

 

Exercise Price: £0.09

 

Testing Date: the earlier of 30 September 2020 or the date of:

·    a sale of substantially all of the business, or substantially all of the assets, of the Company; or

·    A change of control of the Company.

 

Exercise Period: Subject to satisfaction of the Performance Conditions and the Tenure Conditions, from the Testing Date to the Expiry Date:

 

Expiry Date: 31 October 2022. 

 

The Exercise Price or the number of ordinary fully paid shares in respect to which the option may be exercised may be reorganised in accordance with ASX Listing Rule 7.22.

 

The complete terms and conditions, including the Performance Conditions and Tenure Conditions are as described in the Explanatory Memorandum to the Company's Notice of Annual General Meeting dated 16 April 2018.

 

 

 

 

 

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

No

 

 

 

 

 

5

Issue price or consideration

 

Nil

 

 

 

 

 

 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

 

 

 

 

 

Issued as part of executive remuneration

 

 

 

 

 

 

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

No

 

 

 

 

 

 

6b

The date the security holder resolution under rule 7.1A was passed

N/A

 

 

 

 

 

 

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

 

 

 

 

 

 

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A

 

 

 

 

 

 

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

 

N/A

 

 

 

 

 

 

6f

Number of +securities issued under an exception in rule 7.2

N/A

 

 

 

 

 

 

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.

N/A

 

 

 

 

 

 

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

181,627,599

 

 

 

 

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.

5 September 2019

 

 

 

 

 

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

 

 

 

1,210,850,662

 

Ordinary Fully Paid Shares

           

 

 

 

 

 

 

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

 

 

 

11,000,000

 

 

6,575,000

 

 

20,000,000

Executive Options exercisable for $0.21

 

Employee Options exercisable for $0.21

 

Performance Options exercisable for £0.09

 

 

 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

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.

-

 

 

 

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?

-

 

 

 

 

 

32

How do security holders dispose of their entitlements (except by sale through a broker)?

-

 

 

 

33

+Issue date

 

 

-

 

 

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

 

 

 

 

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 +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)

 

 

 

 

 

 

 

 

 

Number

+Class

42

Number and +class of all +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

 

·          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.

 

 

Sign here:                                                                                                          Date: 5 September 2019

                             (Company Secretary)

 

Print name:          Tom Rowe

 

== == == == ==

 

 

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

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

906,850,662

 

Add the 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

 

304,000,000

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

0

"A"

1,210,850,662

 

 

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

181,627,599

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

Nil

"C"

Nil

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

181,627,599

Subtract "C"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.15] - "C"

181,627,599

[Note: this is the remaining placement capacity under rule 7.1]

 

 

 

 

 

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"

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

-

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued 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"

-

 

 

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

-

Subtract "E"

Note: number must be same as shown in Step 3

-

Total ["A" x 0.10] - "E"

-

Note: this is the remaining placement capacity under rule 7.1A

 

 


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