Report of Foreign Issuer (6-k)
December 02 2014 - 6:09AM
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 December 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
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By: |
/s/ Guy Burnett |
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Name:
Title: |
Guy Burnett Chief Financial Officer and
Company Secretary |
Date: December 2, 2014
EXHIBIT INDEX
Exhibit Number |
Description |
99.1 | Completion of Indonesian Arbitration
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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
2 December 2014
ASX ANNOUNCEMENT
Completion
of Indonesian Arbitration
Mission NewEnergy Limited (ASX: MBT)
announces that the BANI Indonesian arbitration award has been paid as per the award announced on 21 July 2014.
Funds will materially be used to pay down
convertible note debt and the balance retained for general working capital purposes.
- 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
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Exhibit 99.2
Tempo Offices, Unit B9,
431 Roberts Rd, Subiaco,
Western Australia, 6008
Tel: + 618 6313 3975
Fax: + 618 6270 6339
Email:
invest@missionnewenergy.com
2 December 2014
ASX ANNOUNCEMENT
Appendix 3B
Mission NewEnergy Limited (ASX: MBT)
announces it has reduced the nominal value of its Convertible Note debt by A$2.3 million or 36,068 notes to $23.0 million.
- 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
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Appendix 3B |
New issue announcement |
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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
Name of entity |
Mission NewEnergy Limited (the “Company”) |
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
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2 |
Number of +securities
issued or to be issued (if known) or maximum number which may be issued
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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) |
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+ See chapter 19 for defined terms. |
01/08/2012 |
Appendix 3B Page 1 |
Appendix 3B |
New issue announcement |
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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 |
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5 |
Issue price or consideration
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6 |
Purpose of the issue
(If issued as consideration
for the acquisition of assets, clearly identify those assets)
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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 |
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6b |
The date the security holder resolution under rule 7.1A was passed |
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6c |
Number of +securities issued without security holder approval under rule 7.1 |
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6d |
Number of +securities issued with security holder approval under rule 7.1A |
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+ See chapter 19 for defined terms. |
Appendix 3B Page 2 |
01/08/2012 |
Appendix 3B |
New issue announcement |
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6e |
Number of +securities
issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
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6f |
Number of securities issued under an exception in rule 7.2 |
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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. |
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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 |
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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 |
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7 |
Dates of entering +securities
into uncertificated holdings or despatch of certificates
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Number |
+Class |
8 |
Number and +class
of all +securities quoted on ASX (including the securities
in section 2 if applicable)
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25,870,275
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Ordinary (MBT) |
+ See chapter 19 for defined terms. |
01/08/2012 |
Appendix 3B Page 3 |
Appendix 3B |
New issue announcement |
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Number |
+Class |
9 |
Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) |
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354,452 |
Series 4 Convertible Notes. Convertible to 153,477,716 Fully Paid Ordinary Shares subject to adjustments in accordance with
the Terms and Conditions of the Notes.
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10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
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+ See chapter 19 for defined terms. |
Appendix 3B Page 4 |
01/08/2012 |
Appendix 3B |
New issue announcement |
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Part 2 - Bonus issue or pro rata issue
11 |
Is security holder approval required?
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12 |
Is the issue renounceable or non-renounceable? |
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13 |
Ratio in which the +securities will be offered |
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14 |
+Class of +securities to which the offer relates |
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15 |
+Record date to determine entitlements |
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16 |
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
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17 |
Policy for deciding entitlements in relation
to fractions
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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. |
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19 |
Closing date for receipt of acceptances or renunciations |
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+ See chapter 19 for defined terms. |
01/08/2012 |
Appendix 3B Page 5 |
Appendix 3B |
New issue announcement |
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20 |
Names of any underwriters |
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21 |
Amount of any underwriting fee or commission |
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22 |
Names of any brokers to the issue |
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23 |
Fee or commission payable to the broker to the issue |
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24 |
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders |
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25 |
If the issue is contingent on +security holders’ approval, the date of the meeting |
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26 |
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
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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 |
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28 |
Date rights trading will begin (if applicable) |
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29 |
Date rights trading will end (if applicable)
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30 |
How do +security holders sell their entitlements in full through a broker? |
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31 |
How do +security holders sell part of their entitlements through a broker and accept for the balance? |
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+ See chapter 19 for defined terms. |
Appendix 3B Page 6 |
01/08/2012 |
Appendix 3B |
New issue announcement |
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32 |
How do +security holders dispose of their entitlements (except by sale through a broker)? |
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33 |
+Despatch
date
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Part
3 - Quotation of securities
You need only complete this section
if you are applying for quotation of securities
34 |
Type of securities |
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(tick one) |
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(a) |
£ |
Securities described in Part 1 |
(b) |
£ |
All other securities |
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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 |
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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 |
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36 |
£ |
If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories |
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1 - 1,000 |
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1,001 - 5,000 |
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5,001 - 10,000 |
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10,001 - 100,000 |
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100,001 and over |
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37 |
£ |
A copy of any trust deed for the additional +securities |
+ See chapter 19 for defined terms. |
01/08/2012 |
Appendix 3B Page 7 |
Appendix 3B |
New issue announcement |
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Entities that have ticked box 34(b)
38 |
Number of securities
for which +quotation is sought
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39 |
Class of +securities
for which quotation is sought
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40 |
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
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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)
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Number |
+Class |
42 |
Number and +class
of all +securities quoted on ASX (including the securities
in clause 38)
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 8 |
01/08/2012 |
Appendix 3B |
New issue announcement |
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Quotation agreement
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. |
Sign here: |
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Date: 2/12/2014 |
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(Director/Company secretary) |
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Print name: |
Mr Guy Burnett |
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== == == == ==
+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 9 |
Appendix 3B |
New issue announcement |
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Appendix 3B –
Annexure 1
Calculation
of placement capacity under rule 7.1 and rule 7.1A for +eligible entities
Introduced
01/08/12
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 date of issue or agreement to issue |
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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
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Subtract the
number of fully paid ordinary securities cancelled during that 12 month period
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“A” |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 10 |
01/08/2012 |
Appendix 3B |
New issue announcement |
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Step 2: Calculate 15% of “A” |
“B” |
0.15
[Note: this value cannot
be changed] |
Multiply “A” by 0.15 |
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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
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“C” |
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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 |
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Subtract “C”
Note: number must be
same as shown in Step 3
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Total [“A” x 0.15] – “C” |
[Note: this is the remaining
placement capacity under rule 7.1] |
+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 11 |
Appendix 3B |
New issue announcement |
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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
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Step 2: Calculate 10% of “A” |
“D” |
0.10
Note: this value cannot
be changed |
Multiply “A” by 0.10 |
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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 |
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“E” |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 12 |
01/08/2012 |
Appendix 3B |
New issue announcement |
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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 |
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Subtract “E”
Note: number must be
same as shown in Step 3 |
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Total [“A” x 0.10] – “E” |
Note: this is the remaining
placement capacity under
rule 7.1A |
+ See chapter 19 for defined terms. |
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01/08/2012 |
Appendix 3B Page 13 |