SEAFARMS GROUP LIMITED Our Ref: CGL ASX Announce App 3B (417)
15 July 2014
Market Announcements Office
Australian Securities Exchange
ANNOUNCEMENT 417
Level 4 By ASX Online
20 Bridge Street Number of pages: 9
SYDNEY NSW 2000 (including this page)
Dear Sir,
Commodities Group Limited - Appendix 3B
We refer to the shortfall from the Company's Entitlement Offer which closed on Friday 27 June 2014 and now enclose an Appendix 3B requesting quotation of 8,900,000 new fully paid ordinary shares in the Company arising from the placement of a portion of the shortfall.
The Company will endeavour to place the remaining shortfall of 51,938,588 shares within 3 months of the closing date at a minimum issue price of $0.05.
The shares have been allotted and statements will be forwarded to shareholders on 15 July 2014. Please telephone Harley Whitcombe on (08) 9321 4111 with any queries.
Yours faithfully
Commodities Group Limited
Harley Whitcombe
Company Secretary
ENC
Level 11, 225 St Georges Terrace Perth WA 6000 | Tel. 08 9321 4111 | www.co2australia.com.au |
PO Box 7312 Cloisters Square Perth WA 6850 | Fax. 08 9321 4411 | ABN 50 009 317 846 |
Commodities Group Limited is a corporate authorised representative ("CAR") (Number 420079) of CO2 Group Financial Services Pty Ltd (ABN 92 142 542 774 AFSL 388086).
The Group's Authorised Representative numbers are: Commodities Group Limited (CAR # 420079); Carbon Banc Limited (CAR # 420080); CO2 Australia Limited (CAR # 420081).
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
Commodities Group Limited
ABN
50 009 317 846
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
8,900,000 shares from the placement of shortfall under a 4 for 9 pro rata rights issue which closed on 27 June 2014
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
+ 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 +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
5 Issue price or consideration $0.05 per share
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
To fund the growth of Commodities Group Limited's aquaculture business as well as for working capital purposes and debt reduction
6a Is the entity an +eligible entity that No 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
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
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
Appendix 3B New issue announcement
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
N/A
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
N/A
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.
3 July 2014
8 Number and +class of all
+securities quoted on ASX (including the +securities in section
2 if applicable)
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 4
9 Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)
Appendix 3B New issue announcement
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Pro rata issue
11 Is security holder approval required?
No change to existing policy
No
12 Is the issue renounceable or non- renounceable?
Non-renounceable
13 Ratio in which the +securities will be offered
4 new shares for every 9 shares held on the record date
14 +Class of +securities to which the offer relates
Fully paid ordinary shares
15 +Record date to determine entitlements
16 June 2014
16 Will holdings on different registers No (or subregisters) be aggregated for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions
Rounded down to the nearest whole number
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.
All countries other than Australia and New
Zealand
19 Closing date for receipt of acceptances or renunciations
27 June 2014
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
20 Names of any underwriters N/A
Appendix 3B 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
18 June 2014
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
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 6
Appendix 3B New issue announcement
32 How do security holders dispose of their entitlements (except by sale through a broker)?
N/A
33 +Issue date 14 July 2014
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
+ 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
+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)
Appendix 3B New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 8
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: 15 July 2014 (Director/Company secretary)
Print name: Harley Whitcombe
== == == == ==
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
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