VMOTO LIMITED Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 |
VMOTO LIMITED |
ABN |
36 098 455 460 |
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. Unlisted Options. |
2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 1,374,452 Fully Paid Ordinary Shares. 791,200 Unlisted Options. |
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. Unlisted Options exercisable at $0.75 each on or before 31 December 2017. |
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:
| Shares: Yes Options: No Options are a new class of options. Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the Options to Shares, the Shares will rank equally with existing Shares. |
5 | Issue price or consideration | 42,194 Shares issued at a deemed issue price of $0.395 each. 32,258 Shares issued at a deemed issue price of $0.31 each 1,300,000 Shares issued for nil cash consideration. 791,200 Unlisted Options issued for nil cash consideration. |
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | 42,194 Shares issued to Mr Kaijian Chen, a Director of the Company in lieu of Director fees, as approved by Shareholders on 1 October 2015. 32,258 Shares issued to a consultant of the Company in part consideration for services provided. 1,300,000 Shares issued to employees and consultants of the Company in recognition of recent efforts, as approved by Shareholders on 1 October 2015. 791,200 Unlisted Options issued to brokers in part consideration for capital raising services, as announced 12 June 2015. |
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 | No. |
6b | The date the security holder resolution under rule 7.1A was passed | N/A |
6c | Number of +securities issued without security holder approval under rule 7.1 | 32,258 Shares |
6d | Number of +securities issued with security holder approval under rule 7.1A | N/A |
6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | 1,342,194 Shares and 791,200 Unlisted Options as approved by Shareholders on 1 October 2015. |
6f | Number of securities issued under an exception in rule 7.2 | Nil |
6g | If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. | N/A |
6h | If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | N/A |
6i | Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements | 7.1: 22,933,051 7.1A: N/A |
7 | Dates of entering +securities into uncertificated holdings or despatch of certificates | 2 October 2015 |
Number | +Class |
154,362,518 | Fully Paid Ordinary Shares1,2. 1.5,359,434 Shares subject to voluntary escrow to 7 November 2016. 2. 1,190,000 Shares subject to voluntary escrow to 2 October 2017. |
Number and +class of all
+securities quoted on ASX (including the securities in section 2 if applicable)
Number
+Class
350,000
500,000
500,000
100,000
100,000
200,000
791,200
2,666,668
ESOP Options exercisable at $0.30 each on or before 23 November 2015.
Class E Options exercisable at $0.40 each on or before 23 May 2018
Class F Options exercisable at $0.80 each on or before 23 May 2018.
Class G Options exercisable at $0.50 each on or before 21 May 2019.
Class H Options exercisable at $0.75 each on or before 21 May 2019.
Class I Options exercisable at $1.00 each on or before 21 May 2019.
Class J Options exercisable at $0.75 each on or before 31 December 2017
Incentive Performance Rights convertible to shares (subject to various performance and time based vesting conditions) as approved by shareholders on 31 July 2012 and 20 May
2014.
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)
N/A
Part 2 - Bonus issue or pro rata issue11
Is security holder approval required?
N/A
12
Is the issue renounceable or non- renounceable?
N/A
13
Ratio in which the +securities will be offered
N/A
14
+Class of +securities to which the offer relates
N/A
15
+Record date to determine entitlements
N/A
16
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
N/A
17
Policy for deciding entitlements in relation to fractions
N/A
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.
N/A
19
Closing date for receipt of acceptances or renunciations
N/A
20
Names of any underwriters
N/A
21
Amount of any underwriting fee or commission
N/A
22
Names of any brokers to the issue
N/A
23
Fee or commission payable to the broker to the issue
N/A
24
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
N/A
25
If the issue is contingent on
+security holders' approval, the date of the meeting
N/A
26
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
N/A
27
If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
N/A
28
Date rights trading will begin (if applicable)
N/A
29
Date rights trading will end (if applicable)
N/A
30
How do +security holders sell their entitlements in full through a broker?
N/A
31
How do +security holders sell part of their entitlements through a broker and accept for the balance?
N/A
32
How do +security holders dispose of their entitlements (except by sale through a broker)?
N/A
33
+Despatch date
N/A
Part 3 - Quotation of securitiesYou 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 (SHARES ONLY)
(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 securitiesTick 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
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
Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
Number
+Class
(if issued upon conversion of another security, clearly identify that other security)
Number and +class of all
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
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.
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
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
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
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule
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
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
+securities quoted on ASX (including the securities in clause 38)
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.
+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
+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: 2 October 2015
(Company Secretary/Director) Print name: SHANNON COATES
Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entitiesIntroduced 01/08/12
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 date of issue or agreement to issue | N/A |
Add the following: Note: | N/A |
Subtract the number of fully paid ordinary securities cancelled during that 12 month period | N/A |
'A' | N/A |
Step 2: Calculate 15% of 'A' | |
'B' | 0.15 [Note: this value cannot be changed] |
Multiply 'A' by 0.15 | |
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: 7.1 or rule 7.4 Note: | |
'C' | N/A |
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 | |
Subtract 'C' Note: number must be same as shown in Step 3 | N/A |
Total ['A' x 0.15] - 'C' | [Note: this is the remaining placement capacity under rule 7.1] |
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 | N/A |
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: | |
'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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distributed by
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