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.

 

 

  Mission NewEnergy Limited
   
     
  By: /s/ Guy Burnett  
  Name: Guy Burnett
  Title: Chief Financial Officer and Company Secretary
     
  Date:  September 12, 2014

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
99.1  

Appointment of Director

99.2  

Becoming a substantial holder

 

 


Exhibit 99.1

 

 

 

 Mission NewEnergy Logo with tagline

 

 

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
         

 

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  
sign here   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.
(7)Include details of:
(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.