Appendix 3B Issue of Shares and Section 708 Notice | RNS | Ticker

/News/RNS

Appendix 3B Issue of Shares and Section 708 Notice

RNS Announcement

RNS Number : 1534B

Oilex Ltd

31 March 2017

ASX Announcement

31 March 2017

ASX: OEX

AIM: OEX

Balance of Tranche 1 Shares Issued and Section 708A(5)(e) Notice

Oilex Ltd (the Company) is pleased to advise that it has today issued the remaining 27,123,046 shares of the Tranche 1 shares pursuant to the £1.1 million (approximately A$1.78 million) gross capital raising announced on 16 March 2017 (Placement). The Placements, to investors in the EU, is to support the Company's planned 2017 work programme and working capital requirements.

The issue of 27,123,046 fully paid ordinary shares, being the remaining balance of Tranche 1, is at an average price of 0.225 pence (A$0.0036) for gross proceeds of £0.06 million (approximately A$0.098 million) and is pursuant to ASX Listing Rule 7.1 and 7.1A. The Company has now issued all Tranche 1 shares of 298,353,502 for gross proceeds of £0.67 million (approximately A$1.07 million).

Subject to shareholder approval at a general meeting to be held on 3 May 2017, the Company will issue a further 190,353,386 shares at 0.225 pence each pursuant to Tranche 2. Each Tranche 2 Share of this placement for a gross raising of £0.43 million (approximately A$0.69 million) shall be issued with an attached unlisted option which will be exercisable at 0.35 pence (A$0.0056) at any time within six months from the date of issue.

Oilex gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Act) that:

1. Oilex issued the Shares without disclosure to investors under Part 6D.2 of the Act;

2. as at the date of this notice, Oilex has complied with:

(a) the provisions of Chapter 2M of the Act as they apply to Oilex; and

(b) section 674 of the Act; and

3. as at the date of this notice, there is no information that is 'excluded information' within the meaning of sections 708A(7) and 708A(8) of the Act.

Details of issue of 10% Placement Facility under ASX LR 7.1A

The shares issued under Tranche 1 of the Placement were undertaken pursuant to the Company's 15% placement capacity under ASX Listing Rule 7.1 and the 10% placement capacity under ASX Listing Rule 7.1A. The Company provides the following information as required under ASX LR 3.10.5A in respect of the shares issued under the Placement:

· The dilutive effect of the Placement on existing shareholders is as follows:

Number of shares on issue prior to the Placement	1,466,644,468
Placement issue under LR 7.1 of 16,273,828 shares	1.10 %
Placement issue under LR 7.1A of 10,849,218 shares	0.73 %
Total dilution as a result of the Placement	1.83 %
Number of shares on issue following the Placement	1,493,767,514

· The 10,849,218 shares under LR 7.1A were issued to several sophisticated and professional investors as it was considered to be the most efficient and expedient mechanism for raising the funds required to achieve its stated objectives.

· The Company confirms there were no underwriting arrangements entered into in respect of the Placement.

· Average broking fees of 10% are payable on the amount raised.

Oilex confirms that the source of the data for determining the placement issue price, which was at least 75% of the 15 Day VWAP as calculated under LR 7.1A.3, was the trading price-volume data available on the ASX market for Oilex shares.

The Company advises that it has previously made an application for the admission to trading on AIM as per the announcement of 24 March 2017.

Attached is the related Appendix 3B.

For and on behalf of Oilex Ltd

Mark Bolton

Chief Financial Officer Company Secretary

For further information, please contact:

Investor Enquiries

Oilex Ltd

Joe Salomon

Managing Director

Email: [email protected]

Tel: +61 8 9485 3200

Australia

Nominated Adviser

Strand Hanson Limited

Nominated Adviser

Rory Murphy/Ritchie Balmer

Email: [email protected]

Tel: +44 20 7409 3494

Media Enquires (UK)

Vigo Communications

Public Relations

Patrick d'Ancona/Chris McMahon

Email: [email protected]

[email protected]

Tel: +44 20 7830 9700

Media Enquiries (Aus)

Citadel-MAGNUS

Public Relations

Michael Weir

Email: [email protected]

Tel: +618 6160 4900

Australia

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

OILEX LTD

ABN

50 078 652 632

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 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	27,123,046 Tranche 1 Ordinary Shares: a) 16,273,828 - Tranche 1 (a) - LR7.1 b) 10,849,218 - Tranche 1 (b) - LR7.1A

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)	Fully Paid Ordinary Shares

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 The New Shares will rank pari passu with existing Shares in the Company from the date of allotment.

5	Issue price or consideration	Average price of £0.00225 ($0.0036) per share: a) Tranche 1(a) - £0.00196 ($0.00313) b) Tranche 1(b) - £0.00269 ($0.00430)

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The net proceeds will be applied towards the analysis of the Cambay-23z core sample, subsurface studies and associated Cambay field operations in India, as well as 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	23 November 2016

6c	Number of ⁺securities issued without security holder approval under rule 7.1	16,273,828

6d	Number of ⁺securities issued with security holder approval under rule 7.1A	10,849,218

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Not applicable

6f	Number of ⁺securities issued under an exception in rule 7.2	Not applicable

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.	Yes. Issue price of $0.0043 was greater than 75% of the 15 day VWAP to 31 March 2017 of $0.0042 (as calculated per 7.1A.3). VWAP was calculated based on data sourced from Patersons Securities Limited. Shares issued 31 March 2017.



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	Not applicable


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		Listing Rule 7.1: 300,000 Listing Rule 7.1A: 200,000

7	⁺Issue dates Notes: 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.		31 March 2017

8	Number and +class of all +securities quoted on ASX (including the ⁺securities in section 2 if applicable)		Number	⁺Class
			1,493,767,514	Fully Paid Ordinary Shares

9	Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)		Number	+Class
			275,000 2,000,000 5,000,000 275,000	$0.25 Options due 05/08/2017 $0.25 Options due 11/11/2017 $0.10 Options due 22/12/2017 $0.35 Options due 05/08/2018

10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		The Company's dividend policy will apply to the new shares in the same way it applies to existing shares in the Company.

Part 2 ‑ Pro rata issue

11	Is security holder approval required?	Not applicable

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 issue 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)	ü	⁺Securities described in Part 1

(b)	o	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		Not applicable

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

Number

⁺Class

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 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.

Mark Bolton

Company Secretary

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	1,180,426,999
Add the following: • Number of fully paid ⁺ordinary securities issued in that 12 month period under an exception in rule 7.2	12,987,013 (issued 23/11/2016) 2,000,000 (issued 17/03/2017)
· 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
Subtract the number of fully paid ⁺ordinary securities cancelled during that 12 month period	Nil
"A"	1,195,414,012

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	179,312,101
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	162,738,273 (issued 24/03/2017) 16,273,828 (issued 31/03/2017)
"C"	179,012,101
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	179,312,101
Subtract "C" Note: number must be same as shown in Step 3	179,012,101
Total ["A" x 0.15] - "C"	300,000 [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	1,195,414,012
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	119,541,401
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	108,492,183 (issued 24/03/2017) 10,849,218 (issued 31/03/2017)
"E"	119,341,401
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	119,541,401
Subtract "E" Note: number must be same as shown in Step 3	119,341,401
Total ["A" x 0.10] - "E"	200,000 Note: this is the remaining placement capacity under rule 7.1A

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEAPDFDFDXEEF

RNS metadata

Title: Appendix 3B Issue of Shares and Section 708 Notice
Time: 10:16:51
Date: 31 Mar 2017
Category:
ID: 1534B

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Part 1 ‑ All issues

Part 2 ‑ Pro rata issue

Part 3 ‑ Quotation of securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Entities that have ticked box 34(b)

Quotation agreement

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Part 1

Part 2

Calculation of placement capacity under rule 7.1 and rule 7.1A for ⁺eligible entities