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MOD Mod Resources Limited

22.50
0.00 (0.00%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mod Resources Limited LSE:MOD London Ordinary Share AU000000MOD3 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 22.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

MOD Resources Limited Section 708A Notice & Appendix 3B (1070G)

19/07/2019 8:27am

UK Regulatory


Mod Resources (LSE:MOD)
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TIDMMOD

RNS Number : 1070G

MOD Resources Limited

19 July 2019

19 July 2019

MOD Resources Limited

("MOD" or the "Company")

Section 708A Notice

MOD Resources Ltd (ASX: MOD) (the Company) advises that it has issued 287,187 fully paid ordinary shares to employees in accordance with the Company's Employee Incentive Plan (Plan) (STI Shares). The Plan was approved by shareholders at the meeting held 30 May 2018.

In accordance with section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice that;

   (i)      the STI Shares were issued without disclosure under Part 6D.2 of the Corporations Act; 
   (ii)      this notice is being given under paragraph 5(e) of section 708A of the Corporations Act; 

(iii) as at the date of this notice, the Company has complied with the provisions of the Chapter 2M of the Corporations Act (as they apply to the Company) and section 674 of the Corporations Act;

(iv) as at the date of this notice, there is no excluded information with respect to the Company for the purposes of sections 708A(7) and (8) of the Corporations Act.

An Appendix 3B reflecting the revised capital structure following the issue of the above securities has been released with this announcement

-S-

For and on behalf of the MOD Board.

   Julian Hanna                                                Mark Clements 
   Managing Director                                         Executive Chairman and 

Company Secretary

   Jeff Sansom                                                 Jos Simson / Emily Fenton (UK PR & IR) 
   Investor Relations                                          Tavistock 
   +618 9322 8233                                             +44 207 920 3150 
   IR@modresources.com.au                           MOD@tavistock.co.uk 
   Subscribe at:     www.modresources.com.au 

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 
MOD Resources Limited 
 
 
ABN 
78 003 103 544 
 

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                                                  Fully Paid Ordinary Shares 
          issued or to be issued 
 
  2      Number of +securities                                     287,187 Fully Paid Ordinary 
          issued or to be issued                                    Shares 
          (if known) or maximum 
          number which may be 
          issued 
 
  3      Principal terms of the                                    Fully Paid Ordinary Shares 
          +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) 
 
  4      Do the +securities rank                                                Yes, the shares will rank 
         equally in all respects                                                 equally with ordinary shares 
         from the +issue date                                                    currently on issue. 
         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, oth 
         er 
               than in relation to the next dividend, distributi 
         on 
               or interest payment 
 
  5      Issue price or consideration                              $0.4274 
 
         Purpose of the issue                                                   Issue of shares to employees 
          (If issued as consideration                                            pursuant to Company's Employee 
    6     for the acquisition                                                    Incentive Plan approved by 
          of assets, clearly identify                                            shareholders at the meeting 
          those assets)                                                          held 30 May 2018. 
 
         Is the entity an +eligible                                Yes 
          entity that has obtained 
    6a    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 
 
         The date the security                                     30 May 2018 
          holder resolution under 
    6b    rule 7.1A was passed 
 
         Number of +securities                                     N/A 
          issued without security 
    6c    holder approval under 
          rule 7.1 
 
         Number of +securities                                     N/A 
          issued with security 
    6d    holder approval under 
          rule 7.1A 
 
         Number of +securities                                     N/A 
          issued with security 
   6e     holder approval under 
          rule 7.3, or another 
          specific security holder 
          approval (specify date 
          of meeting) 
 
         Number of +securities                                                287,187 Fully Paid Ordinary 
          issued under an exception                                            Shares 
   6f     in rule 7.2 
 
         If +securities issued                                                  N/A 
          under rule 7.1A, was 
   6g     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. 
 
         If +securities were issued                                N/A 
          under rule 7.1A for non-cash 
   6h     consideration, state 
          date on which valuation 
          of consideration was 
          released to ASX Market 
          Announcements 
 
         Calculate the entity's                                    Refer Annexure 1 
          remaining issue capacity 
   6i     under rule 7.1 and rule 
          7.1A - complete Annexure 
          1 and release to ASX 
          Market Announcements 
 
 7                    +Issue dates                                              18 July 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                                                                            Fully Paid 
          +securities in section                                                                           Ordinary 
  8       2 if applicable)                                                      304,286,230                shares 
                                                                                             ------------------------------ 
                                                                                                           Unlisted options 
                                                                                                           with a nil 
                                                                                                           exercise 
                                                                                                           price and 
                                                                                                           expiring 
                                                                                                           on 16 November 
                                                                                                           2021 
 
                                                                                                           Unlisted options 
                                                                                                           exercisable at 
                                                                                                           $0.457 on or 
                                                                                                           before 30 
                                                                                                           January 
                                                                                                           2023, vesting 
                                                                                                           12 months from 
                                                                                                           the date of 
                                                                                                           issue 
                                                                                                           and subject to 
                                                                                                           a restriction 
                                                                                                           period to 30 
                                                                                                           January 2022; 
 
                                                                                                           Unlisted options 
                                                                                                           exercisable at 
                                                                                                           $0.707 on or 
                                                                                                           before 30 
                                                                                                           January 
                                                                                                           2023 vesting 
                                                                                                           24 months from 
                                                                                                           the date of 
                                                                                                           issue 
                                                                                                           and subject to 
                                                                                                           a restriction 
                                                                                                           period to 30 
                                                                                                           January 2022; 
 
                                                                                                           Unlisted options 
                                                                                                           exercisable at 
                                                                                                           $0.907 on or 
                                                                                                           before 30 
                                                                                                           January 
                                                                                                           2023 vesting 
                                                                                                           36 months from 
                                                                                40,673,566                 the date of 
                                                                                                           issue 
                                                                                                           and subject to 
                                                                                                           a restriction 
                                                                                 3,015,000                 period to 30 
                                                                                                           January 2022; 
 
                                                                                                           Performance 
                                                                                                           Rights 
                                                                                                           vesting in 
                                                                                                           various 
                                                                                                           tranches 
                                                                                 3,015,000                 expiring 
                                                                                                           21 February 
                                                                                                           2022; 
 
                                                                                                           Unlisted options 
                                                                                                           exercisable at 
                                                                                                           $0.522 on or 
                                                                                                           before 12 April 
                                                                                 3,015,000                 2023 vesting 
                                                                                                           36 months from 
                                                                                                           the date of 
                                                                                                           issue 
                                                                                                           and subject to 
                                                                                                           a restriction 
                                                                                                           period to 12 
                                                                                                           April 2022; 
                                                                                 3,050,000 
                                                                                                           Unlisted options 
                                                                                                           exercisable at 
                                                                                                           $0.435 on or 
                                                                                 5,030,000                 before 29 May 
                                                                                                           2023 vesting 
                                                                                                           36 months from 
                                                                                                           the date of 
         Number and +class of                                                                              issue 
          all +securities not                                                                              and subject to 
          quoted on ASX (including                                                                         a restriction 
          the +securities in                                                                               period to 29 
  9       section 2 if applicable)                                               3,630,000                 May 2022; 
                                                                                             ------------------------------ 
 
  10     Dividend policy (in                                       The Company does not have 
          the case of a trust,                                      a dividend policy. 
          distribution policy) 
          on the increased capital 
          (interests) 
 
 

Part 2 -- Pro rata issue

 
          11        Is security holder approval                               N/A 
                     required? 
 
          12        Is the issue renounceable                                   N/A 
                     or non-renounceable? 
 
          13        Ratio in which the +securities                              N/A 
                     will be offered 
 
          14        +Class of +securities                                       N/A 
                     to which the offer relates 
 
          15        +Record date to determine                                   N/A 
                     entitlements 
 
          16        Will holdings on different                                  N/A 
                     registers (or subregisters) 
                     be aggregated for calculating 
                     entitlements? 
 
        17          Policy for deciding entitlements                                N/A 
                     in relation to fractions 
 
        18                       Names of countries in                            N/A 
                                  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                                          N/A 
                     of acceptances or renunciations 
 
 20       Names of any underwriters                                                   N/A 
 
 21       Amount of any underwriting                                              N/A 
           fee or commission 
 
 22       Names of any brokers to                                                 N/A 
           the issue 
 
 23       Fee or commission payable                                               N/A 
           to the broker to the issue 
 
 24       Amount of any handling fee                                              N/A 
           payable to brokers who lodge 
           acceptances or renunciations 
           on behalf of security holders 
 
 25       If the issue is contingent                                 N/A 
           on security holders' approval, 
           the date of the meeting 
 
 26       Date entitlement and acceptance                            N/A 
           form and offer documents 
           will be sent to persons 
           entitled 
 
 27       If the entity has issued                                   N/A 
           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                                   N/A 
           begin (if applicable) 
 
 29       Date rights trading will                                   N/A 
           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                                  N/A 
             dispose of 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                                        N/A 
       for which +quotation 
       is sought 
 
 39   +Class of +securities                                        N/A 
       for which quotation 
       is sought 
 
 40   Do the +securities rank                                      N/A 
       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                          N/A 
                    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                                         N/A 
       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.

MARK CLEMENTS

Company Secretary

19 July 2019

== == == == ==

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                                                                     264,815,953 
                                                                           -------------------------- 
            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 
 
 
 
             (i) 16 November 2018 Issue 
             of Shares 
 
             (ii) 30 January 2019 Issue 
             of Shares 
 
 
             (iii) 27 February 2019 Issue 
             of Shares pursuant to non-renounceable 
             entitlement offer 
 
             (iv) 12 April 2019 Issue of 
             Shares 
 
             (v) 12 April 2019 Issue of 
             Shares following exercise of 
             options 
 
             (vi) 26 June 2019 Issue of 
             Shares 
 
             (vii) 26 June 2019 Issue of 
             Shares 
 
             (viii) 18 July 2019 Issue of 
             Shares 
 
              *    Number of partly paid +ordinary securities that 
                   became fully paid in that 12-month period 
 
 
             Note: 
              *    Include only ordinary securities here - other classes                   17,090,000 
                   of equity securities cannot be added                                     423,069 
 
                                                                                           21,353,317 
              *    Include here (if applicable) the securities the 
                   subject of the Appendix 3B to which this form is                          53,971 
                   annexed                                                                    766 
 
                                                                                            194,428 
              *    It may be useful to set out issues of securities on                       67,539 
                   different dates as separate line items                                   287,187 
                                                                           -------------------------- 
              Subtract the number of fully                                                   Nil 
               paid +ordinary securities cancelled 
               during that 12-month period 
                                                                           -------------------------- 
              "A"                                                                        304,286,230 
                                                                           -------------------------- 
 
 
              Step 2: Calculate 15% of "A" 
              "B"                                                                             0.15 
                                                                                   [Note: this value cannot be 
                                                                                             changed] 
                                                                          -------------------------------------------- 
              Multiply "A" by 0.15                                                                45,642,935 
                                                                          -------------------------------------------- 
              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 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 
               Note: number must be same as 
               shown in Step 2                                                                    45,642,935 
                                                                          -------------------------------------------- 
              Subtract "C"                                                                            - 
               Note: number must be same as 
               shown in Step 3 
                                                                          -------------------------------------------- 
              Total ["A" x 0.15] - "C"                                                            45,642,935 
                                                                                         [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                                                               304,286,230 
                                                                             -------------------------------------- 
              Step 2: Calculate 10% of "A" 
              "D"                                                                                    0.10 
                                                                                            Note: this value cannot 
                                                                                                  be changed 
                                                                             -------------------------------------- 
              Multiply "A" by 0.10                                                         30,428,623 
                                                                             -------------------------------------- 
              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                                                   30,428,623 
                                                    ------------------------------------------ 
              Subtract "E"                                                     - 
               Note: number must be same as shown 
               in Step 3 
                                                    ------------------------------------------ 
              Total ["A" x 0.10] - "E"                                     30,428,623 
                                                                   Note: this is the remaining 
                                                                    placement capacity under 
                                                                            rule 7.1A 
                                                    ------------------------------------------ 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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