Report of Foreign Issuer (6-k)
September 12 2014 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO
RULE 13a-16 OR 15d-16 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the month of September 2014
Commission File Number: 001-35022
Mission NewEnergy Limited
(Translation of registrant’s name
into English)
Unit B9, 431 Roberts Rd
Subiaco, Western Australia 6008
Australia
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨
No x
If “Yes” is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b):
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Mission NewEnergy Limited |
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By: |
/s/ Guy Burnett |
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Name: |
Guy Burnett |
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Title: |
Chief Financial Officer and Company Secretary |
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Date: September 12, 2014 |
EXHIBIT INDEX
Exhibit Number |
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Description |
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99.1 |
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Appointment of Director |
99.2 |
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Becoming a substantial holder |
Exhibit 99.1
Tempo Offices, Unit B9,
431 Roberts Rd, Subiaco,
Western Australia, 6008
Tel: + 618 6313 3975
Fax: + 618 6270 6339
Email: invest@missionnewenergy.com
ASX ANNOUNCEMENT
12th September 2014
APPOINTMENT
OF NON-EXECUTIVE DIRECTOR
Mission NewEnergy Limited (ASX:MBT)
is pleased to announce the appointment of Mr Mohd Azlan bin Mohammed as a non-independent non-executive director of the
Company effective 15th September 2014.
Mr Mohd Azlan was nominated by Karisma
Integrasi Sdn Bhd, a Malaysian incorporated company in which he holds a major equity interest and serves as a director. Karisma
Integrasi Sdn Bhd owns a 19.33% equity interest in Mission NewEnergy Limited.
Mr Mohd Azlan, aged 53, is a Malaysian
and is currently the Managing Director of Wasco Oilfield Services Sdn Bhd, which is principally involved in the provision of oil
and gas services internationally. He is responsible for overseeing the business operations of Wasco, a subsidiary of Bursa Malaysia
listed Wah Seong Corporation Berhad and also sits on the board of its various subsidiaries.
He
is also the Chairman of Indra Technology Solutions Malaysia Sdn Bhd, a subsidiary of Indra Sistemas, S.A. of Spain. The company
designs, develops, produces, integrates, and maintains systems, solutions, and services based on advanced information technologies.
In August 2014, Mr Mohd Azlan was appointed
as an Independent Non-Executive Director of Multi-Purpose Insurans Bhd, a leading Malaysian insurance company.
Mr Mohd Azlan holds a Bachelor of Arts
Degree (Honours) majoring in Accounting and Business.
In welcoming Mr Mohd Azlan to the board,
Datuk Zain Yusuf, Chairman of Mission NewEnergy said, “I am delighted to welcome Azlan to the Mission Board. Azlan brings
with him a wealth of industry knowledge, relationships and experience and will add significant value to Mission especially at a
time when the Company has almost completed its restructure and is ready to embark on a new business strategy.”
Mr Mohd Azlan commented “I am looking
forward to joining the Board and making a positive contribution to Mission’s future success at an exciting time for the company.”
-Announcement Ends -
For more information and a copy of this
announcement, please visit: www.missionnewenergy.com or contact:
Company Contact:
James Garton
Phone: +61 8 6313 3975
Email: james@missionnewenergy.com
Exhibit 99.2
603
Form 603
Corporations
Act 2001
Section
671B
Notice
of initial substantial holder
To Company Name/Scheme |
Mission NewEnergy Limited |
ACN/ARSN |
117 065 719 |
1. Details of substantial holder (1)
Name |
Mohd Azlan Bin Mohammed |
ACN/ARSN (if applicable) |
n/a |
The holder became a substantial holder on 10/ 09 / 2014
2. Details of voting power
The total number of votes attached to all the voting shares
in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in
on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) |
Number of securities |
Person’s votes (5) |
Voting power (6) |
Ordinary shares (fully paid) |
5,000,000 |
5,000,000 |
19.33% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or
an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
Holder of relevant interest |
Nature of relevant interest (7) |
Class and number of securities |
Karisma Integrasi Sdn Bhd |
Direct by virtue of section 608(1)(a) of the Corporations Act 2001 – registered holder |
5,000,000 ordinary shares |
Mohd Azlan Bin Mohammed |
Indirect by virtue of section 608(3) of the Corporations Act 2001 – Mohd Azlan Bin Mohammed has voting power of over 20% Karisma Integrasi Sdn Bhd |
5,000,000 ordinary shares |
4. Details of present registered holders
The persons registered as holders of the securities referred
to in paragraph 3 above are as follows:
Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
Karisma Integrasi Sdn Bhd |
Karisma Integrasi Sdn Bhd |
Karisma Integrasi Sdn Bhd |
5,000,000 ordinary shares |
Mohd Azlan Bin Mohammed |
Karisma Integrasi Sdn Bhd |
Karisma Integrasi Sdn Bhd |
5,000,000 ordinary shares |
5. Consideration
The consideration paid for each relevant interest referred to
in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder
is as follows:
Holder of relevant interest |
Date of acquisition |
Consideration (9) |
Class and number of securities |
Cash |
Non-cash |
Mohd Azlan Bin Mohammed |
10 September 2014 |
Mohd Azlan Bin Mohammed acquired one share in Karisma Integrasi Sdn Bhd and was issued a further 98 shares in Karisma Integrasi Sdn Bhd pursuant to agreement dated 8 September 2014 and attached as “Annexure A” to this notice. |
5,000,000 ordinary shares |
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6. Associates
The reasons the persons named in paragraph 3 above are associates
of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) |
Nature of association |
Karisma Integrasi Sdn Bhd |
Associates by virtue of section 12 of the Corporations Act 2001 as Karisma Integrasi Sdn Bhd is controlled by its majority shareholder, Mohd Azlan Bin Mohammed |
7. Addresses
The addresses of persons named in this form are as follows:
Name |
Address |
Mohd Azlan Bin Mohammed |
No.3 Lorong Damai 2, 55000 Kuala Lumpur, W. Persekutuan (KL) |
Karisma Integrasi Sdn Bhd |
E33A-05, Dataran 3 Two, No.2, Jalan19/1
46300, Petaling Jaya, Selangor Darul Ehsan, Malaysia |
print name |
Mohd Azlan Bin Mohammed |
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sign here |
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Date 10/09/2014 |
DIRECTIONS
| (1) | If there are number of substantial holders with similar or related interests (eg a corporation and its related corporations,
or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests
of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group in the
membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form. |
| (2) | See the definition of "associate" in section 9 of the Corporations Act 2001. |
| (3) | See the definition of "relevant interest" in sections 608 and 617B(7) of the Corporations Act 2001. |
| (4) | The voting shares of a company constitute one class unless divided into separate classes. |
| (5) | The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that
the person or an associate has a relevant interest in. |
| (6) | The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. |
| (a) | any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a
copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details
of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme
or arrangement; and |
| (b) | any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers
or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the
qualification applies). |
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
| (8) | If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of
an option) write "unknown". |
| (9) | Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest
was acquired has, or may become entitled to receive in relation to that acquisition. Details must be included even if the benefit
is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial
holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant
interest was acquired. |