HRL Holdings Limited
Level 8 Waterfront Place, 1 Eagle Street
Brisbane Queensland 4000, Australia
GPO Box 216
Brisbane Queensland 4001, Australia
Tel +61 7 3105 5960
Email [email protected]
22 September 2015
Appendix 3B and Section 708A(5) Notice
Please find attached an Appendix 3B in relation to the issue of the following securities:
• The issue of 4,353,006 fully paid ordinary shares in relation to the Milestone 3 of the acquisition agreement for OCTIEF Pty Ltd by HRL Holdings, being OCTIEF Pty Ltd achieving revenue for the 12 months to 30 June 2015 which equals or exceeds $4.25m. The shares being issued represent 88.21% of the maximum payable in line with the acquisition agreement.
Notice given under Section 708A(5) of the Corporations Act 2001
The ordinary shares are part of a class of securities quoted on the Australian Securities Exchange. The shares were issued without disclosure to the investor under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act 2001.
The Company, as at the date of this notice, has complied with:
a) The provisions of Chapter 2M of the Corporations Act 2001; and b) Section 674 of the Corporations Act 2001.
There is no excluded information as at the date of this notice, for the purposes of Sections
708A(7) and (8) of the Corporations Act 2001.
For and on behalf of the Board
Paul Marshall
Company Secretary
Appendix 3B New issue announcement
Appendix 3B
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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
HRL HOLDINGS LTD
ABN
99 120 896 371
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
Ordinary fully paid shares.
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
4,353,006
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 fully paid shares
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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 2
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
Yes - Ordinary Shares (HRL)
5 Issue price or consideration 4,353,006 shares are being issued as the final part of the consideration payable for the acquisition of all of the share capital of OCTIEF Pty Ltd.
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
As announced on Monday 21 July 2014, the Company entered into a formal share sale agreement dated 19 July
2014 to acquire all of the shares on issue in OCTIEF Pty Ltd (OCTIEF), from the shareholders of OCTIEF. Shareholder approval was obtained for the acquisition at an EGM held on
15 September 2014.
Part of the consideration to be paid by the Company to the Shareholders for the purchase of the OCTIEF Shares, is the issue and allotment of a total of 4,353,006 HRL Shares each credited as fully paid ordinary shares in the Company in relation to Milestone 3 being OCTIEF Pty Ltd achieving revenue for the 12 months to 30 June 2015 which equals or exceeds $4.25m. The shares being issued represent
88.21% of the maximum payable in line with the acquisition agreement.
6a Is the entity an +eligible entity No 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
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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
6c Number of +securities issued without security holder approval under rule 7.1
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 +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.
22 September 2015
Appendix 3B New issue announcement
9497013/1
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 4
8 Number and +class of all
+securities quoted on ASX (including the securities in
section 2 if applicable
Appendix 3B New issue announcement
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 trust, distribution policy) on the increased capital (interests)
N/A
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
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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
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 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 +Issue date
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+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
04/03/2013 Appendix 3B Page 6
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) X Securities described in Part 1
(b) All other securities
Appendix 3B New issue announcement
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
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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
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)
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.
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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.
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 8
Appendix 3B New issue announcement
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.
Sign here: Date: 22 September 2015 (Company secretary)
Print name: Paul Marshall
== == == == ==
9497013/1
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
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
|
|
Insert number of fully paid +ordinary 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
• 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
|
|
Subtract the number of fully paid ordinary securities cancelled during that 12 month period
|
|
"A"
|
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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 10
9497013/1
+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
04/03/2013 Appendix 3B Page 11
Part 2
Appendix 3B New issue announcement
|
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
|
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"A" x 0.10
Note: number must be same as shown in Step 2
|
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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
|
9497013/1
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 12