REG-88 Energy Ltd: Issue of Shares & Cleansing Notice - Placement <Origin Href="QuoteRef">88E.AX</Origin>
03/05/2016 08:55
03 May 2016
Issue of Shares & Cleansing Notice - Placement
88 Energy Limited ("88 Energy" or the "Company", ASX:88E, AIM 88E) advises that
it has issued 476,709,698 fully paid ordinary shares at A$0.031 under ASX
Listing Rule 7.1 and 238,354,849 fully paid ordinary shares at A$0.043 under
ASX Listing Rule 7.1A, to professional and sophisticated investors to raise
~A$25m (before costs) ("Placement").
Information required under Listing Rule 3.10.5A
The Company provides the following information as required under ASX Listing
Rule 3.10.5A in respect of the shares issued under the Company's 10% Placement
Capacity under Listing Rule 7.1A:
a) The dilutive effect of the Placement on existing shareholders is as
follows:
Number of shares on issue prior to the Placement: 3,178,064,656
Dilution as a result of issue under LR 7.1 15%
of 476,709,698 shares
Dilution as a result of issue under LR 7.1A 7.5%
of 238,354,849 shares
Total Dilution 22.5%
Details of the Company's issued capital following completion of the share issue
under Listing Rule 7.1A held by pre-issue shareholders and new shareholders are
as follows:
Shares Percentage
Pre-issue shareholders who did not 3,174,403,123 92.92%
participate in the new issue
Pre issue shareholders who 7,542,483 0.22%
participated in the new issue
New shareholders who participated 234,473,899 6.86%
in the new issue
Total 3,416,419,505 100%
b) The 238,354,849 shares issued under Listing Rule 7.1A were issued to
sophisticated and professional investors as it was considered to be the most
efficient mechanism for raising much needed funds at the time;
c) There were no underwriting arrangements entered into; and
d) Commission for the Placement was 6% (plus GST) of total funds raised.
A notice under s708A(5)(e) of the Corporations Act and Appendix 3B, in respect
to the above shares issued is attached.
NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT
The Directors of the Company provide a notice for the purposes of section 708A
(5)(e) of the Corporations Act 2001.
476,709,698 fully paid ordinary shares were issued to professional and
sophisticated investors at an issue price of A$0.031 under the Company's 15%
Placement Capacity under Listing Rule 7.1. A further 238,354,849 shares were
issued to professional and sophisticated investors at an issue price of A$0.043
under the Company's 10% Placement Capacity under Listing Rule 7.1A. The shares
are part of a class of securities quoted on ASX and may be subject to a
subsequent offer for sale.
The Company issued the Shares above without a disclosure document to investors
under Part 6D.2 of the Corporations Act.
The Company, as at the date of this notice, has complied with:
(a) the provisions of Chapter 2M of the Corporations Act; and
(b) section 674 of the Corporations Act.
There is no excluded information, as defined in sections 708A(7) and 708A(8) of
the Corporations Act, as at the date of this notice.
Yours faithfully
Dave Wall
Managing Director
88 Energy Ltd
Media and Investor Relations:
Australia
88 Energy Ltd
admin@88energy.com
+61 8 9485 0990
Hartleys Limited
As Corporate Advisor
Mr Dale Bryan
+61 8 9268 2829
United Kingdom
Cenkos Securities Plc
As Nominated Adviser
Mr Neil McDonald Mr Derrick Lee
Tel: +44 (0)131 220 9771 / +44 (0)207 397 Tel: +44 (0)131 220 9100 / +44 (0)207 397
1953 8900
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
88 ENERGY LIMITED
ABN
80 072 964 179
We (the entity) give ASX the following information.
1.1 Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough
space).
1 +Class of +securities 1. Fully Paid Ordinary Shares
issued or to be issued 2. Fully Paid Ordinary Shares
2 Number of +securities 1. 476,709,698
issued or to be issued (if 2. 238,354,849
known) or maximum number
which may be issued
3 Principal terms of the 1. Fully Paid Ordinary Shares
+securities (e.g. if 2. Fully Paid Ordinary Shares
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)
4 Do the +securities rank equally in 1. Yes
all respects from the +issue date 2. Yes
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
5 Issue price or consideration
6 Purpose of the issue
(If issued as consideration for 1. Placement under the Company's 15%
the acquisition of assets, clearly placement capacity under Listing Rule 7.1 to
identify those assets) domestic and international institutional and
sophisticated investors to raise A$25 million.
Funds will be used to complete the acquisition
of additional acreage at Project Icewine
(located in North Slope Alaska), for seismic
costs, to progress the Company's exploration
program at Project Icewine and for working
capital;
2. Placement under the Company's 10%
placement capacity under Listing Rule 7.1A to
domestic and international institutional and
sophisticated investors to raise A$25 million.
Funds will be used to complete the acquisition
of additional acreage at Project Icewine
(located in North Slope Alaska), for seismic
costs, to progress the Company's exploration
program at Project Icewine and for working
capital.
6a Is the entity an +eligible entity Yes
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 24 April 2015
resolution under rule 7.1A was
passed
6c Number of +securities issued N/A
without security holder approval
under rule 7.1
6d Number of +securities issued with N/A
security holder approval under
rule 7.1A
6e Number of +securities issued with N/A
security holder approval under
rule 7.3, or another specific
security holder approval (specify
date of meeting)
6f Number of +securities issued under N/A
an exception in rule 7.2
6g If +securities issued under rule N/A
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 N/A
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 Nil under rule 7.1
issue capacity under rule 7.1 and 79,451,617 under rule 7.1A
rule 7.1A - complete Annexure 1 79,451,617 Total
and release to ASX Market
Announcements
7 +Issue dates 4 May 2016
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.
Number +Class
8 Number and +class of all 3,893,129,203 Fully paid
+securities quoted on ASX ordinary shares
(including the +securities in
section 2 if applicable) 413,459,650 Listed Options
($0.02; Expiry 2
March 2018)
Number +Class
9 Number and 2,500,000 Unlisted options exercisable at $0.45 on or
+class of all before 31 October 2016
+securities
not quoted on 1,000,000 Unlisted options exercisable at $0.42 on or
ASX (including before 12 June 2017 (vesting conditions apply)
the
+securities in 2,000,000 Unlisted options exercisable at $0.28 on or
section 2 if before 12 June 2017
applicable)
250,000 Unlisted options exercisable at $0.16 on or
before 12 June 2017
1,000,000 Unlisted options exercisable at $0.014 on or
before 2 March 2018
45,000,000 Unlisted options exercisable at $0.015 on or
before 18 February 2018
14,276,167 Unlisted options exercisable at $0.016 on or
before 31 August 2018
62,965,301 Unlisted options exercisable at $0.021 on or
before 1 November 2018
10 Dividend N/A
policy (in the
case of a
trust,
distribution
policy) on the
increased
capital
(interests)
Part 2 - Pro rata issue
11 Is security holder N/A
approval required?
12 Is the issue N/A
renounceable or
non-renounceable?
13 Ratio in which the N/A
+securities will be
offered
14 +Class of N/A
+securities to which
the offer relates
15 +Record date to N/A
determine
entitlements
16 Will holdings on N/A
different registers
(or subregisters) be
aggregated for
calculating
entitlements?
17 Policy for deciding N/A
entitlements in
relation to
fractions
18 Names of countries N/A
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 N/A
receipt of
acceptances or
renunciations
20 Names of any N/A
underwriters
21 Amount of any N/A
underwriting fee or
commission
22 Names of any brokers to N/A
the issue
23 Fee or commission N/A
payable to the broker
to the issue
24 Amount of any handling N/A
fee payable to brokers
who lodge acceptances
or renunciations on
behalf of security
holders
25 If the issue is N/A
contingent on security
holders' approval, the
date of the meeting
26 Date entitlement and N/A
acceptance form and
offer documents will be
sent to persons
entitled
27 If the entity has N/A
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 N/A
will begin (if
applicable)
29 Date rights trading N/A
will end (if
applicable)
30 How do security holders N/A
sell their entitlements
in full through a
broker?
31 How do security holders N/A
sell part of their
entitlements through a
broker and accept for
the balance?
32 How do security holders dispose of N/A
their entitlements (except by sale
through a broker)?
33 +Issue date N/A
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
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 N/A
+quotation is sought
39 +Class of +securities for which N/A
quotation is sought
40 Do the +securities rank equally N/A
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 N/A
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 N/A
+securities quoted on ASX
(including the +securities in
clause 38)
(i) 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: 3 May 2016
(Company Secretary)
Print name: Sarah Smith
== == == == ==
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
1.2 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 452,026,723
+ordinary securities on issue 12
months before the +issue date or
date of agreement to issue
Add the following:
• Number of fully paid 691,319,300 issued 2 March 2015
+ordinary securities issued in 2,000,000 issued 17 March 2015
that 12 month period under an 170,000,000 issued 30 July 2015
exception in rule 7.2 1,030,000,000 issued 27 August
2015
• Number of fully paid 300,000,000 issued 30 November
+ordinary securities issued in 2015
that 12 month period with 442,834,800 issued 18 December
shareholder approval 2015
52,128,585 issued 16 February 2016
(on exercise of Options previously
approved by Shareholders)
24,758,964 issued 17 February 2016
(on exercise of Options previously
approved by Shareholders)
• Number of partly paid 2,500,000 issued 19 February 2016
+ordinary securities that became (on exercise of Options previously
fully paid in that 12 month approved by Shareholders)
period 1,900,000 issued 22 February 2016
Note: (on exercise of Options previously
• Include only ordinary approved by Shareholders)
securities here - other classes 3,000,000 issued 2 March 2016 (on
of equity securities cannot be exercise of Options previously
added issued under Employee Incentive
• Include here (if applicable) Option Scheme)
the securities the subject of the 3,000,000 issued 4 March 2016 (on
Appendix 3B to which this form is exercise of Options previously
annexed issued under Employee Incentive
• It may be useful to set out Option Scheme)
issues of securities on different 3,400,000 issued 4 March 2016 (on
dates as separate line items exercise of options previously
approved by Shareholders)
119,618 issued 10 March 2016 (on
exercise of options previously
approved by Shareholders)
1,416,666 issued 11 March 2016 (on
exercise of options previously
approved by Shareholders)
500,000 issued 11 March 2016 (on
exercise of options previously
approved by Shareholders)
3,000,000 issued 17 March 2016 (on
exercise of Options previously
issued under Employee Incentive
Option Scheme)
200,000 issued 19 April 2016 (on
exercise of Options previously
approved by Shareholders)
Subtract the number of fully paid 5,500,000
+ordinary securities cancelled 540,000
during that 12 month period
"A"
3,178,064,656
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be
changed]
Multiply "A" by 0.15 476,709,698
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 476,709,698 issued 3 May 2016
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
"C" -
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15 476,709,698
Note: number must be same as
shown in Step 2
Subtract "C" -
Note: number must be same as
shown in Step 3
Total ["A" x 0.15] - "C" 0 [Note: this is the remaining
placement capacity under rule 7.1]
1.3 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" 3,178,064,656
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 0.10 317,806,466
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 238,354,849 issued 3 May 2016
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" 238,354,849
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A
"A" x 0.10 317,806,466
Note: number must be same as
shown in Step 2
Subtract "E" 238,354,849
Note: number must be same as
shown in Step 3
Total ["A" x 0.10] - "E" 79,451,617 Note: this is the
remaining placement capacity under
rule 7.1A
END
Copyright © 2016 PR Newswire Association, LLC. All Rights ReservedRecent news on 88 Energy
See all newsREG - 88 Energy Limited - Completion of Small Holding Share Sale Facility
AnnouncementREG - 88 Energy Limited - Corporate Presentation
AnnouncementREG - 88 Energy Limited - NAPE Presentation
AnnouncementREG - 88 Energy Limited - South Prudhoe Prospective Resource Update
AnnouncementREG - 88 Energy Limited - PEL 93 Update
Announcement