PAN ASIA CORP LTD Appendix 3B New issue announcement
Appendix 3BRule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities and agreementInformation 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
Pan Asia Corporation
ABN
45 098 448 269
We (the entity) give ASX the following information.
Part 1 - All issuesYou must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be issued
Fully paid ordinary shares.
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
Up to 287,344,687
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)
Fully paid ordinary shares to be issued under an
Entitlement Offer to Eligible Shareholders.
TD180003
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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 fully paid ordinary shares will rank equally with the existing fully paid ordinary shares.
5 Issue price or consideration $0.007 each
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
To raise funds primarily to retire debt, replenish working capital, to fund project holding costs and other new project activities.
7 Dates of entering +securities into uncertified holdings or despatch of certificates
13 August 2015
8 Number and +class of all
+securities quoted on ASX
(including the +securities in
section 2 if applicable)
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
9 Number and +class of all
+securities not quoted on ASX
(including the +securities in
clause 2 if applicable)
Appendix 3B New issue announcement
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Unchanged.
11 Is security holder approval required?
No.
12 Is the issue renounceable or non- renounceable?
Non-renounceable.
13 Ratio in which the +securities will be offered
Eligibility to acquire 4 new shares for every 5 shares held at the Record Date.
14 +Class of +securities to which the offer relates
Fully paid ordinary shares.
15 +Record date to determine entitlements
15 July 2015
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
No.
17 Policy for deciding entitlements in relation to fractions
Rounded down.
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.
The Entitlement Offer is only available to Eligible Shareholders with a registered address in Australia or New Zealand or who are otherwise eligible under all applicable securities laws to participate in the Entitlement Offer.
19 Closing date for receipt of acceptances or renunciations
6 August 2015
20 Names of any underwriters N/A
TD180003
+ See chapter 19 for defined terms.
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New issue announcement
21 Amount of any underwriting fee or commission
N/A
22 Names of any brokers to the issue
N/A
23 Fee or commission payable to the broker to the issue
N/A
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
N/A
25 If the issue is contingent on security holders' approval, the date of the meeting
N/A
26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
20 July 2015
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
N/A
28 Date rights trading will begin (if applicable)
N/A
29 Date rights trading will end (if applicable)
N/A
30 How do security holders sell their entitlements in full through a broker?
N/A
31 How do security holders sell part of their entitlements through a broker and accept for the balance?
N/A
32 How do security holders dispose of their entitlements (except by sale through a broker)?
N/A
+ See chapter 19 for defined terms.
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33 +Issue date 13 August 2015
Appendix 3B New issue announcement
Part 3 - Quotation of securitiesYou 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
TD180003
+ See chapter 19 for defined terms.
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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)
42 Number and +class of all
+securities quoted on ASX
(including the +securities in clause
38)
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
Quotation agreement
Appendix 3B New issue announcement
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: 8 July 2015 (Company secretary)
Print name: Jason Campbell
== == == == ==
+ See chapter 19 for defined terms.
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311 - 313 Hay Street
SUBIACO WA 6008
P: + 61 8 6489 0600
F: + 61 8 9388 3701
ABN: 45 098 448 269
Notification under Section 708AA(2)(f) of the Corporations Act 2001 (Cth)Pan Asia Corporation Limited ABN 45 098 448 269 (ASX code: PZC) (Company) has today announced a non- renounceable pro rata entitlement offer of 4 new fully paid ordinary shares in the Company for every 5 shares held at 7.00pm (AEST) on 15 July 2015 by shareholders with a registered address in Australia or New Zealand, or who are otherwise eligible under all applicable securities laws to receive an offer of shares under the offer (Entitlement Offer). Each new share is being issued at an issue price of $0.007 to raise up to approximately
$2,011,412.
The Company gives notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (Corporations Act) as notionally modified by ASIC Class Order 08/35 (Class Order) that:
1. the new shares will be offered without disclosure to investors under Part 6D.2 of the Corporations Act as notionally modified by the Class Order;
2. as at the date of this notice, the Company has complied with:
(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
(b) section 674 of the Corporations Act;
3. as at the date of this notice, there is no excluded information of the type referred to in sections
708AA(8) and 708AA(9) of the Corporations Act as notionally modified by the Class Order; and
4. the Entitlement Offer is a non-renounceable entitlement offer. The potential effect that the
Entitlement Offer will have on the control of the Company is as follows:
(a) if all of the eligible shareholders of the Company on the record date take up their entitlements under the Entitlement Offer, then the Entitlement Offer will have no effect on the control of the Company; and
(b) in the event that there is a shortfall, shareholders who do not subscribe for their full entitlement under the Entitlement Offer will be diluted relative to those shareholders who subscribe for their full entitlement.
As at the date of this notice the Company's two largest shareholders Nexus Link Limited (Nexus) and Select Equity Growth Limited (Select) have indicated to the Company that they intend to apply for their full entitlements under the Entitlement Offer. Accordingly, the anticipated relevant interests of Nexus and Select in the shares of the Company upon completion of the Entitlement Offer are set out in the table below.
Shareholder | Existing relevant interest in shares | Existing voting power | Shares issued under the Entitlement Offer | Relevant interest in shares at completion |
Nexus Link Limited | 99,519,340 | 27.71% | 79,615,472 | 179,134,812 |
Select Equity Growth Limited | 54,000,000 | 15.03% | 43,200,000 | 97,200,000 |
Based on various levels of total subscription under the Entitlement Offer (including by Nexus and Select), the effect of the Entitlement Offer on Nexus and Select's control of the Company is set out in the table below.
Level of subscription | Total shares issued under the Entitlement Offer | Total shares on issue at completion | Voting power of Nexus at completion | Voting power of Select at completion |
42.74%1 | 122,815,472 | 481,996,331 | 37.17% | 20.17% |
50%2 | 143,672,343 | 502,853,202 | 35.62% | 19.33% |
75%3 | 215,508,515 | 574,689,374 | 31.17% | 16.91% |
100%4 | 287,344,687 | 646,525,546 | 27.71% | 15.03% |
Notes:
1. Assumes that 79,615,472 shares are issued to Nexus, 43,200,000 shares are issued to Select and no other shares are issued under the Entitlement Offer.
2. Assumes that 79,615,472 shares are issued to Nexus, 43,200,000 shares are issued to Select and 20,856,871 shares are issued to other persons under the Entitlement Offer.
3. Assumes that 79,615,472 shares are issued to Nexus, 43,200,000 shares are issued to Select and 92,693,043 shares are issued to other persons under the Entitlement Offer.
4. Assumes that 79,615,472 shares are issued to Nexus, 43,200,000 shares are issued to Select and 164,529,215 shares are issued to other persons under the Entitlement Offer.
5. The numbers in both tables above are subject to any rounding.
Where there is a shortfall, the Directors will place the shortfall shares to parties permitted to subscribe for shortfall shares under the Corporations Act, in accordance with the following policy:
(a) firstly:
(i) if the eligible shareholder applies for 285,714 or more shortfall shares, then they will receive 285,714 shortfall shares (i.e. approximately $2,000 worth);
(ii) if the eligible shareholder applies for less than 285,714 shortfall shares, then they will receive the number of shortfall shares that they applied for; and
(b) secondly, if the eligible shareholder applies for more than 285,714 shortfall shares, then they will receive the number of additional shortfall shares applied for pro rata to each relevant eligible shareholder's entitlement.
Subject to the Corporations Act and the ASX Listing Rules, the Board reserves the right, in its absolute discretion, to use the 3 month period following the Closing Date to place the Shortfall Shares which are not taken up by Eligible Shareholders. The Shortfall Shares will be issued at the same issue price as offered to Eligible Shareholders under this Offer Document. The Board may invite persons to apply for Shortfall Shares by completing an application form and returning it to the Company together with the relevant Application Monies.
No shortfall shares will be placed to Directors or related parties of the Company, or any of their associates, and no shortfall shares will be placed to any person if it would cause that person or any of their associates to breach the takeover prohibition in section 606 of the Corporations Act.
The Company does not anticipate that there will be any material consequences for the Company (including
with respect to its operations) as a result of the Entitlement Offer's potential effect on control.
Further details regarding the Entitlement Offer are set out in the offer document lodged with the ASX today.
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