TIDMWJA

RNS Number : 3214L

Wameja Limited

05 September 2019

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 
Wameja Limited 
 
 
ABN 
59 052 947 743 
 

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                                       Performance Options 
        issued or to be issued 
 
       Number of +securities 
        issued or to be issued 
        (if known) or maximum 
        number which may be 
 2      issued                                                     5,000,000 
 3     Principal terms of                                                       Unlisted options to acquire 
        the +securities (e.g.                                                   one ordinary fully paid share 
        if options, exercise                                                    in the capital of Wameja Limited 
        price and expiry date;                                                  for each Option on the following 
        if partly paid +securities,                                             terms: 
        the amount outstanding 
        and due dates for                                                       Exercise Price: GBP0.09 
        payment; if +convertible 
        securities, the conversion                                              Testing Date: the earlier of 
        price and dates for                                                     30 September 2020 or the date 
        conversion)                                                             of: 
                                                                                 *    a sale of substantially all of the business, o 
                                                                                r 
                                                                                      substantially all of the assets, of the Compan 
                                                                                y; or 
 
 
                                                                                 *    A change of control of the Company. 
 
 
 
                                                                                Exercise Period: Subject to 
                                                                                satisfaction of the Performance 
                                                                                Conditions and the Tenure Conditions, 
                                                                                from the Testing Date to the 
                                                                                Expiry Date: 
 
                                                                                Expiry Date: 31 October 2022. 
 
                                                                                The Exercise Price or the number 
                                                                                of ordinary fully paid shares 
                                                                                in respect to which the option 
                                                                                may be exercised may be reorganised 
                                                                                in accordance with ASX Listing 
                                                                                Rule 7.22. 
 
                                                                                The complete terms and conditions, 
                                                                                including the Performance Conditions 
                                                                                and Tenure Conditions are as 
                                                                                described in the Explanatory 
                                                                                Memorandum to the Company's 
                                                                                Notice of Annual General Meeting 
                                                                                dated 16 April 2018. 
 
 4     Do the +securities                                          No 
       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 
 
 5     Issue price or consideration                                             Nil 
 
  6    Purpose of the issue                                                     Issued as part of executive 
        (If issued as consideration                                              remuneration 
        for the acquisition 
        of assets, clearly 
        identify those assets) 
 
  6a   Is the entity an +eligible                                  No 
        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 
 
  6b   The date the security                                       N/A 
        holder resolution 
        under rule 7.1A was 
        passed 
 
  6c   Number of +securities                                       N/A 
        issued without security 
        holder approval under 
        rule 7.1 
 
  6d   Number of +securities                                       N/A 
        issued with security 
        holder approval under 
        rule 7.1A 
 
  6e   Number of +securities                                                    N/A 
        issued with security 
        holder approval under 
        rule 7.3, or another 
        specific security 
        holder approval (specify 
        date of meeting) 
 
  6f   Number of +securities                                                    N/A 
        issued under an exception 
        in rule 7.2 
 
  6g   If +securities issued                                       N/A 
        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 
 
       Calculate the entity's 
        remaining issue capacity 
        under rule 7.1 and 
        rule 7.1A - complete 
        Annexure 1 and release 
  6i    to ASX Market Announcements                                181,627,599 
 
 7                    +Issue dates                                 5 September 2019 
                       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 
         Number and +class 
          of all +securities 
          quoted on ASX (including 
          the +securities in                                                                                                                      Ordinary Fully 
 8        section 2 if applicable)                                 1,210,850,662                                                                  Paid Shares 
                                                                                                                                    ------------------------------ 
 
 
 
                                     Number                     +Class 
 9    Number and +class                            11,000,000                Executive Options exercisable 
       of all +securities                                                     for $0.21 
       not quoted on ASX 
       (including the +securities                   6,575,000                 Employee Options exercisable 
       in section 2 if applicable)                                            for $0.21 
 
                                                   20,000,000                 Performance Options 
                                                                              exercisable for GBP0.09 
                                                               ------------------------------------------- 
 
 10   Dividend policy (in            N/A 
       the case of a trust, 
       distribution policy) 
       on the increased capital 
       (interests) 
 

Part 2 -- 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 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 receipt               - 
       of acceptances or renunciations 
 
 
 
 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 
       offer documents 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                                   - 
 

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)     +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 +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) 
 
                                                                   Number   +Class 
 42   Number and +class of 
       all +securities quoted 
       on ASX (including the 
       +securities in clause 
       38) 
                                                                           --------- 
 
 

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: 5 September 2019

(Company Secretary)

   Print name:          Tom Rowe 

== == == == ==

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

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                                                       906,850,662 
                                                                --------------------------- 
 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                                  304,000,000 
                                                                --------------------------- 
              Subtract the number of fully 
               paid +ordinary securities 
               cancelled during that 12 
               month period                                                   0 
                                                                --------------------------- 
              "A"                                                             1,210,850,662 
                                                                --------------------------- 
 
 
              Step 2: Calculate 15% of "A" 
              "B"                                                                        0.15 
                                                                                          [Note: this value cannot be 
                                                                                          changed] 
                                                                           ------------------------------------------- 
              Multiply "A" by 0.15                                                       181,627,599 
                                                                           ------------------------------------------- 
              Step 3: Calculate "C", the amount of placement capacity 
               under rule 7.1 that has already been used 
              Insert number of +equity                                                   Nil 
               securities issued or agreed 
               to be issued in that 12 month 
               period 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"                                                                        Nil 
                                                                           ------------------------------------------- 
              Step 4: Subtract "C" from ["A" x "B"] to calculate remaining 
               placement capacity under rule 7.1 
              "A" x 0.15 
               Note: number must be same 
               as shown in Step 2                                                        181,627,599 
                                                                           ------------------------------------------- 
              Subtract "C"                                                               Nil 
               Note: number must be same 
               as shown in Step 3 
                                                                           ------------------------------------------- 
              Total ["A" x 0.15] - "C"                                                   181,627,599 
                                                                                         [Note: this is the remaining 
                                                                                         placement capacity under rule 
                                                                                         7.1] 
                                                                           ------------------------------------------- 
 

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"                                                                         - 
               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 
              "A" x 0.10                                - 
               Note: number must be same 
               as shown in Step 2 
                                          -------------------------------------------- 
              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 
                                          -------------------------------------------- 
 

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END

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September 05, 2019 02:01 ET (06:01 GMT)

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