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, 04/03/13
Name of entity
Clean Seas Seafood Limited
ABN
61 094 380 435
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
2
+Class of +securities issued or to | Quoted Convertible Notes (ASX:CSSG) |
be issued | (Notes) |
Number of +securities issued or | |
728,934 Notes | |
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)
Quoted Convertible Notes
- Issue Price: $1.00 per Note
- Interest Rate: 8% per annum, payable half yearly in arrears
- Maturity Date: 22/11/2022
Noteholders have the right to convert some or all of their Notes to Shares at the end of each quarter before the maturity date.
Notes are issued in accordance with the prospectus dated 15 October 2019 (Prospectus).
+ See chapter 19 for defined terms.
04/03/2013 | Appendix 3B Page 1 |
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
Yes, the Notes rank equally with the Notes already on issue (ASX:CSSG).
Refer to the Prospectus dated 15 October 2019 for further details.
- Issue price or consideration
-
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
$1.00 per Note
Completion of the placement of Shortfall pursuant to the Prospectus dated 15 October 2019. Funds raised from the placement of the Shortfall will be directed to investment in working capital and infrastructure projects.
No
Not applicable
6c Number of +securities issued Nil without security holder approval under rule 7.1
+ See chapter 19 for defined terms.
Appendix 3B Page 2 | 04/03/2013 |
6d Number of +securities issued Nil with security holder approval under rule 7.1A
6e Number of +securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
6f
6g
Number of +securities issued under an exception in rule 7.2
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.
728,934 Notes issued under Exception 3 of Listing Rule 7.2
Not applicable
6h | If +securities were issued under | Not applicable | |||
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
7.1 capacity: 4,233,3241 7.1A capacity: Nil2
1Note that the previous appendix 3B issued on
9th January 2020 included an error relating to conversion of 150,000 Convertible Notes and issue of 220,978 Fully Paid Ordinary Shares. The Company's 7.1 capacity has been corrected in this document.
2Note that the previous Appendix 3B issued on 9th January 2020 disclosed remaining capacity under rule 7.1A. This was incorrect and should have been Nil.
+ See chapter 19 for defined terms.
04/03/2013 | Appendix 3B Page 3 |
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.
14th January 2020, 17th January 2020, 21st January
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)
Number | +Class |
92,600,8431 | Fully paid ordinary |
shares | |
15,279,278 | Convertible Notes |
1The previous appendix 3B included an error relating to conversion of 150,000 Convertible Notes and issue of 220,978 Fully Paid Ordinary Shares which has been corrected in this document
Number | +Class | ||
992,842 | Share | rights | - FY18 |
Equity Incentive Plan | |||
620,627 | Share | rights | - FY19 |
Equity Incentive Plan | |||
518,120 | Share | rights | - FY20 |
Equity Incentive Plan | |||
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Interest payable on the Notes at 8.0% per annum is scheduled to be paid in arrears no later than the 30th day following the half- yearly periods ending 30 June and 31 December each year during the
term of the Notes. The final interest period will end on the earlier of the redemption date, the maturity date or the conversion date.
+ See chapter 19 for defined terms.
Appendix 3B Page 4 | 04/03/2013 |
Part 2 - Pro rata issue
11 Is security holder approval Not applicable required?
12 | Is the issue renounceable or non- | Not applicable |
renounceable? | ||
13 | Ratio in which the +securities will | |
Not applicable | ||
be offered | ||
14 | +Class of +securities to which the | |
Not applicable | ||
offer relates | ||
15 | +Record date to determine | |
Not applicable | ||
entitlements |
16 Will holdings on different Not applicable registers (or subregisters) be
aggregated for calculating entitlements?
- Policy for deciding entitlements in relation to fractions
- 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.
Not applicable
Not applicable
19 Closing date for receipt of Not applicable acceptances or renunciations
20 | Names of any underwriters | Not applicable |
21 | Amount of any underwriting fee | Not applicable |
or commission | ||
22 | Names of any brokers to the issue | |
Not applicable | ||
23 | Fee or commission payable to the | Not applicable |
broker to the issue |
+ See chapter 19 for defined terms.
04/03/2013 | Appendix 3B Page 5 |
- Amount of any handling fee Not applicable payable to brokers who lodge
acceptances or renunciations on behalf of security holders - If the issue is contingent on Not applicable security holders' approval, the
date of the meeting
26 | Date entitlement and acceptance | Not applicable |
form and offer documents will be | ||
sent to persons entitled | ||
27 | If the entity has issued options, | |
Not applicable | ||
and the terms entitle option | ||
holders to participate on exercise, | ||
the date on which notices will be | ||
sent to option holders |
- Date rights trading will begin (if applicable)
- Date rights trading will end (if applicable)
- How do security holders sell their entitlements in full through a broker?
Not applicable
Not applicable
Not applicable
31 | How do security holders sell part | Not applicable |
of their entitlements through a | ||
broker and accept for the | ||
balance? | ||
32 | How do security holders dispose | |
Not applicable | ||
of their entitlements (except by | ||
sale through a broker)? | ||
33 | +Issue date | |
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 |
+ See chapter 19 for defined terms.
Appendix 3B Page 6 | 04/03/2013 |
(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
- 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
- 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.
04/03/2013 | Appendix 3B Page 7 |
Entities that have ticked box 34(b)
38 | Number of +securities for which | Not applicable |
+quotation is sought | ||
39 | +Class of +securities for which |
quotation is sought |
- 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
- 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)
Not applicable
Not applicable
Not applicable
42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
Number+Class
N/AN/A
+ See chapter 19 for defined terms.
Appendix 3B Page 8 | 04/03/2013 |
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.
- 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.
- 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: 21/1/2020 |
Company Secretary | |
Print name: | Robert Gratton |
+ See chapter 19 for defined terms.
04/03/2013 | Appendix 3B Page 9 |
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 | 83,498,060 |
securities on issue 12 months before the | |
+issue date or date of agreement to issue | |
Add the following: | |
• Number of fully paid +ordinary | |
securities issued in that 12 month | |
period under an exception in rule 7.2 | 182,378 Shares issued on conversion of |
• Number of fully paid +ordinary | Convertible Notes under Exception 4 of |
Listing Rule 7.2. and announced in the | |
securities issued in that 12 month | Appendix 3B dated 9 January 2020. Note |
period with shareholder approval | that this previous Appendix 3B included an |
• Number of partly paid +ordinary | error relating to conversion of 150,000 |
Convertible Notes and issue of 220,978 | |
securities that became fully paid in that | Fully Paid Ordinary Shares which has been |
12 month period | corrected in this document. |
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 | Nil |
+ordinary securities cancelled during that | |
12 month period | |
"A" | 83,680,438 |
+ See chapter 19 for defined terms.
Appendix 3B Page 10 | 04/03/2013 |
Step 2: Calculate 15% of "A"
"B" | 0.15 |
[Note: this value cannot be changed] | |
Multiply "A" by 0.15 | 12,552,065 |
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 | 8,241,506 Shares issued to Bonafide |
Wealth Management as announced on 21 | |
• Under rule 7.1A | August 2019 under Listing Rule 7.1 |
placement capacity. | |
• With security holder approval under | 77,235 Share Rights issued to |
rule 7.1 or rule 7.4 | |
management employees as part of long | |
Note: | term remuneration incentives. |
• 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 | |
"C" | 8,318,741 (8,241,506 + 77,235) |
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining | |
placement capacity under rule 7.1 | |
"A" x 0.15 | 12,552,065 |
Note: number must be same as shown in | |
Step 2 | |
Subtract "C" | 8,318,741 |
Note: number must be same as shown in | |
Step 3 | |
Total ["A" x 0.15] - "C" | 4,233,324 [Note: this is the remaining |
placement capacity under rule 7.1] | |
+ See chapter 19 for defined terms.
04/03/2013 | Appendix 3B Page 11 |
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"Nil
+ See chapter 19 for defined terms.
Appendix 3B Page 12 | 04/03/2013 |
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" | Nil |
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
+ See chapter 19 for defined terms.
04/03/2013 | Appendix 3B Page 13 |
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Clean Seas Seafood Limited published this content on 21 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 January 2020 01:48:08 UTC