NuEnergy Capital Limited
ABN 50 009 126 238
ASX ANNOUNCEMENT
30 November 2015
NUENERGY GAS LIMITED (ASX:NGY)
PARTIALLY UNDERWRITTEN NON-RENOUCEABLE ENTITLEMENT OFFER TO RAISE
$10 MILLION FOR EXPLORATION AND APPRAISER ACTIVITIES
Key Highlights:
-
Non-renounceable Entitlement Offer partially underwritten by existing directors, Kee Yong Wah and Goh Tian Chuan and Darulnas (M) Sdn Bhd, a company controlled by Kong Kok Keong, Chairman of NuEnergy Gas Limited, to raise $10 million.
-
Funding raised for exploration and appraiser activities including resources migration and reserves certification.
-
Offer Document lodged with ASX today. Entitlement Offer opens from 9 December 2015 until 18 December 2015 for Eligible Shareholders
The Board of NuEnergy Gas Limited (ASX: NGY) ('NGY') is pleased to announce a partially underwritten non-renounceable Entitlement Offer of one (1) new share for every 1.88 shares held on the Record Date of 4 December 2015 will be made to Eligible Shareholders of NGY at the issue price of $0.025 (2.5 cents) per share, to raise $10 million before transaction costs.
The Entitlement Offer is partially underwritten (being up to 178,276 616 New Shares or approximately up to 45% of the Entitlement Offer ('Amount Underwritten')) by existing directors, Kee Yong Wah and Goh Tian Chuan and Darulnas (M) Sdn Bhd, a company controlled by Kong Kok Keong, Chairman of NGY. The underwriting parties will be paid underwriting fees of 3% of the value of the Amount Underwritten. The Amount Underwritten excludes the entitlements of NGY's 2 largest shareholders, who have each advised the Company that they will be taking up their entitlements in full.
This Entitlement Offer includes a Shortfall Share Offer that enables Eligible Shareholders (other than Related Parties of the Company) who take up their full Entitlement to apply for shares in-excess of their pro-rata entitlement.
The Company has today released an Offer Document for the Entitlement Offer outlining the full details of the Entitlement Offer. The closing date for acceptance of entitlements is intended to be 5.00 pm Sydney time on 18 December 2015.
Sources and Uses of funds
Funds raised by the Entitlement Offer will be used to as follows:
Sources of funds
|
$m
|
Cash on hand
|
2.45
|
Total funds raised from Entitlement Offer
|
10.00
|
Total funds available
|
12.45
|
Use of funds
|
Exploration, appraiser activities and incidental costs (including resources migration /reserves certification)
|
8.44
|
Working capital
|
3.70
|
Estimated costs of Entitlement Offer
|
0.31
|
Total use of funds
|
12.45
|
Corporate Office
Suite 2001, Level 20 Australia Square
264 George Street, SYDNEY 2000 AUSTRALIA
T: (+612) 9199 5522
F: (+612) 9247 8966
E: [email protected] www.nuenergygas.com
Indicative Entitlement Offer Timetable
The key dates are indicative only and the Company reserves the right to vary them subject to the requirements of the ASX Listing Rules.
Event
|
Date
|
Lodgement of Offer Document with ASX
|
30 November 2015
|
Notice of entitlement to Shareholders
|
1 December 2015
|
'Ex' date for securities trading
|
2 December 2015
|
Record date
|
4 December 2015
|
Despatch of Offer Document with acceptance form and ASX announcement
|
9 December 2015
|
Last day to extend the Entitlement Offer closing date
|
15 December 2015
|
Close of Entitlement Offer (5 pm)
|
18 December 2015
|
Trading commences on a deferred settlement basis
|
21 December 2015
|
Notify of shortfall
|
23 December 2015
|
Issue of New Shares under the Entitlement Offer and deferred settlement trading ends.
|
29 December 2015
|
Trading of New Share commences
|
30 December 2015
|
Further Information
The Offer Document outlining the details of the Entitlement Offer will be mailed to each Eligible Shareholder on 9 December 2015. The Entitlement Offer is made in reliance on Section 708AA of the Corporations Act 2001 (Cth) as modified by ASIC Class Order [CO 08/35]. The Offer Document is lodged with Australian Securities Exchange (ASX) on 30 November 2015. Under the Entitlement Offer, only Eligible Shareholders with a registered address in Australia or New Zealand are eligible to participate
Each Eligible Shareholder's entitlement will be set out in a personalised Entitlement and Acceptance Form that will accompany the Offer Document. Eligible Shareholders are encouraged to read and consider the documentation sent to them carefully, and seek independent and professional financial advice. As the Entitlement Offer is non-renounceable, Eligible Shareholders will not be able to sell or otherwise transfer their entitlements.
An Appendix 3B for the Entitlement Offer is attached.
About NGY
NGY is an emerging ASX listed gas and ancillary power generation development company with an immediate focus on establishing unconventional gas production in Indonesia. NGY has a strategy to acquire, explore, appraise and develop Coal Bed Methane ('CBM') acreage in this region. It is listed on the Australian Securities Exchange (ASX: NGY) with offices in Sydney (Australia) and Jakarta (Indonesia).
The Company's overall strategy is to explore and establish commercial resources/reserves over its CBM projects, construct production facilities and commence production as soon as possible.
The Company is led by a team of experienced executives with a track record of successfully identifying and developing projects around the world. This team is complemented by the skills of our Indonesian partners to maximise the value of the company's coal bed methane opportunities.
The Board of NGY encourages all Eligible Shareholders to participate in the Entitlement Offer. Sincerely,
Kong Kok Keong
Chairman
For further information please contact:
Shareholder Enquiries NuEnergy Gas Limited Tel: (61) 2 9199 5522
Email: [email protected] www.nuenergygas.com
U.S. Persons Disclaimer
The shares to be offered under the Entitlement Offer ('Shares') have not been, and will not be, registered under the United States Securities Act of 1933, as amended ('Securities Act') or the securities laws of any state or other jurisdiction of the United States. This ASX release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or to any person that is or is acting for the account or benefit of any U.S. person as defined in Regulation S under the Securities Act ('U.S. Person'). The Shares may not be taken up by a U.S. Person, and may not be offered, sold or resold in the United States or to, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction in the United States.
[NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS]
Appendix 3B New issue announcement
Appendix 3B
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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
NUENERGY GAS LIMITED
ABN
50 009 126 238
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).
FULLY PAID - ORDINARY SHARES
1 +Class of +securities issued or to be issued
400,000,000
-
Number of +securities issued or to be issued (if known) or maximum number which may be issued
N/A
-
Principal terms of the
+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)
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
152632_1762435_1
Appendix 3B
New issue announcement
YES
-
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
$0.025
-
Issue price or consideration
PURSUANT TO A PARTIALLY UNDERWRITTEN NON-RENOUCEABLE ENTITLEMENT OFFER ANNOUNCED ON 30 NOVEMBER 2015
-
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
YES
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
25 NOVEMBER 2015
6b The date the security holder resolution under rule 7.1A was passed
NIL
6c Number of +securities issued without security holder approval under rule 7.1
NIL
6d Number of +securities issued with security holder approval under rule 7.1A
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
152632_1762435_1
NIL
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
Appendix 3B New issue announcement
NIL
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.
NIL
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
SEE ANNEXURE 1
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
29 DECEMBER 2015
7 +Issue dates
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
|
1,151,687,364
|
FULLY PAID-UP ORDINARY SHARES
|
8 Number and +class of all
+securities quoted on ASX (including the +securities in section 2 if applicable)
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
Appendix 3B
New issue announcement
-
Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)
NIL
-
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Pro rata issue
NO
-
Is security holder approval required?
NON-RENOUCEABLE
-
Is the issue renounceable or non- renounceable?
One (1) new share for every 1.88 shares held
-
Ratio in which the +securities will be offered
FULLY PAID- ORDINARY SHARES
14 +Class of +securities to which the offer relates
4 DECEMBER 2015
15 +Record date to determine entitlements
NO, ALL HOLDNGS ARE IN ONE REGISTER
-
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
FRACTIONAL ENTITLEMENTS WILL BE ROUNDED UP TO THE NEARST WHOLE NUMBER OF SHARES
-
Policy for deciding entitlements in relation to fractions
CHINA, MALAYSIA, CAYMAN
INDONESIA, SINGAPORE, USA,
ISLAND,
UNITED
KINGDOM, HONG KONG
-
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.
18 DECEMBER 2015
-
Closing date for receipt of acceptances or renunciations
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
152632_1762435_1
-
Names of any underwriters
Appendix 3B New issue announcement
TIAN CHUAN GOH YONG WAH KEE
DARULNAS (M) SDN BHD
3% OF THE VALUE OF THE AMOUNT UNDERWRITTEN
-
Amount of any underwriting fee or commission
N/A
-
Names of any brokers to the issue
N/A
-
Fee or commission payable to the broker to the issue
N/A
-
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
N/A
-
If the issue is contingent on security holders' approval, the date of the meeting
9 DECEMBER 2015
-
Date entitlement and acceptance form and offer documents will be sent to persons entitled
N/A
-
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
-
Date rights trading will begin (if applicable)
N/A
-
Date rights trading will end (if applicable)
N/A
-
How do security holders sell their entitlements in full through a broker?
N/A
-
How do security holders sell part of their entitlements through a broker and accept for the balance?
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
Appendix 3B
New issue announcement
N/A
-
How do security holders dispose of their entitlements (except by sale through a broker)?
29 DECEMBER 2015
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
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
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 +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
-
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)
Appendix 3B New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
Appendix 3B
New issue announcement
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
-
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.
-
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 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:
|
............................................................
(Director/Company secretary)
|
Date: 30/11/2015
|
Print name:
|
Poh Wan Lee
|
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
Appendix 3B New issue announcement
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
|
418,354,031 on 30 November 2014
|
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
|
333,333,333 Placement in December 2014
|
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
|
0
|
'A'
|
751,687,364
|
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
152632_1762435_1
Appendix 3B
New issue announcement
Step 2: Calculate 15% of 'A'
|
'B'
|
0.15
[Note: this value cannot be changed]
|
Multiply 'A' by 0.15
|
112,753,104
|
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:
-
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
|
0
|
'C'
|
0
|
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
|
112,753,104
|
Subtract 'C'
Note: number must be same as shown in Step 3
|
0
|
Total ['A' x 0.15] - 'C'
|
112,753,104
[Note: this is the remaining placement capacity under rule 7.1]
|
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
Part 2
Appendix 3B New issue announcement
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
|
751,687,364
|
Step 2: Calculate 10% of 'A'
|
'D'
|
0.10
Note: this value cannot be changed
|
Multiply 'A' by 0.10
|
75,168,736
|
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
|
0
|
'E'
|
0
|
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 11
152632_1762435_1
Appendix 3B
New issue announcement
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
|
76,168,736
|
Subtract 'E'
Note: number must be same as shown in Step 3
|
0
|
Total ['A' x 0.10] - 'E'
|
76,168,736
Note: this is the remaining placement capacity under rule 7.1A
|
+ See chapter 19 for defined terms.
Appendix 3B Page 12 04/03/2013