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
Name of entity
Pan Asia Corporation Limited
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
Maximum number to be issued will be 76,295,428
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)
Rank equally with fully paid ordinary shares.
+ See chapter 19 for defined terms.
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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- Rank equally with fully paid ordinary shares.
5 Issue price or consideration $0.021 per share
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Working capital.
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
Yes
6b The date the security holder resolution under rule
7.1A was passed
28 November 2013
6c Number of +securities issued without security holder approval under rule 7.1
Nil
6d Number of +securities issued with security holder approval under rule 7.1A
Nil
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
Nil
6f Number of securities issued under an exception in rule 7.2
76,295,428
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
Appendix 3B New issue announcement
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
7.1 - 6,732,942
7.1A- 20,021,570
7 Dates of entering +securities into uncertificated holdings or despatch of certificates
26 August 2014
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)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Unchanged
Part 2 - Bonus issue or pro rata issue
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 1 New share for every 3 Existing shares
14 +Class of +securities to which the offer relates Fully paid ordinary Shares
15 +Record date to determine entitlements Tuesday 22 July 2014
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
Yes
+ See chapter 19 for defined terms.
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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 issue documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
Canada
United Kingdom
China
Mauritius
Papua New Guinea
Thailand United States Zimbabwe South Africa
19 Closing date for receipt of acceptances or renunciations
Tuesday 19 August 2014
20 Names of any underwriters Nexus Link Limited
21 Amount of any underwriting fee or commission Nil
22 Names of any brokers to the issue Argonaut Securities Pty Limited have been appointed as the foreign nominee broker under S615 Corporations Act
23 Fee or commission payable to the broker to the issue
$2,000
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
Nil
25 If the issue is contingent on +security holders'
approval, the date of the meeting
N/A
26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
Friday 25 July 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
Wednesday 16 July 2014
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
Appendix 3B New issue announcement
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
33 +Despatch date Tuesday 26 August 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 inc entive 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.
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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 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
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 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: 16 July 2014 (Company secretary)
Print name: Jason Campbell
== == == == ==
+ See chapter 19 for defined terms.
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Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for+eligible entities
Introduced 01/08/12
Part 1Rule 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 date of issue or agreement to issue | 132,886,286 |
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 | 24,000,000 (6 Dec 2013- approved at AGM 28/11/13 ) 24,000,000 (6 March 2014- issued under 15% capacity and subsequently approved at General Meeting 21 May 2014) 24,000,000 (24 June 2014- issued under LR 7.3 approved at General Meeting 21 May 2014) |
Subtract the number of fully paid ordinary securities cancelled during that 12 month period | 0 |
"A" | 204,886,286 |
+ See chapter 19 for defined terms.
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Part 2Rule 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 | 204,886,286 |
Step 2: Calculate 10% of "A" | |
"D" | 0.10 Note: this value cannot be changed |
Multiply "A" by 0.10 | 20,488,628 |
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 | 467,058 |
"E" | 467,058 |
+ See chapter 19 for defined terms.
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311 - 313 Hay Street
SUBIACO WA 6008
P: + 61 8 9381 5819
F: + 61 8 9388 3701
ABN: 45 098 448 269
Notice under section 708A(5)(e) of the Corporations ActOn 26 August 2014, Pan Asia Corporation Limited ACN 098 448 269 (Company) will issue
76,295,428 fully paid ordinary shares in the Company (Shares).
The Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Act)
that:
1. the Company will issue 76,295,428 Shares;
2. the Company issued the Shares without disclosure to investors under Part 6D.2 of the
Act;
3. as at the date of this notice, the Company has complied with:
the provisions of Chapter 2M of the Act as they apply to the Company; and
section 674 of the Act as it applies to the Company; and
4. as at the date of this notice, there is no 'excluded information' within the meaning of
sections 708A(7) and (8) of the Act.
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