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SWIFT TV LTD Capital/Financing Update 2019

Sep 19, 2019

65874_rns_2019-09-19_7cced0b7-04fb-41c0-9dd5-b131c14423a0.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

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

SWIFT MEDIA LIMITED

ABN

54 006 222 395

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 Ordinary Shares be issued 2 Number of[+] securities issued or to be issued (if known) or 2,000,000 Ordinary Shares maximum number which may be issued 3 Principal terms of the[+] securities (eg, if options, exercise price Fully paid ordinary shares 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.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
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
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)		 Ordinary Shares – Yes
$Nil cash consideration. Issued under the terms
ofthe Convertible SecuritiesAgreement
Issued under the terms of the Convertible
Securities Agreement
Yes
14 November 2018
2,000,000
Nil
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6f
Number of securities issued
under an exception in rule 7.2
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.
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
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
Dates of entering+securities into
uncertificated
holdings
or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
section 2 if applicable)		 Nil

N/A
N/A
7.1 – 23,575,780
7.1A – 17,272,004
20 September 2019
Number +Class
160,102,102
14,950,166		 Fully paid Ordinary
Shares
Fully paid Ordinary
Shares subject to
voluntary restriction
until 15 Aug 2020
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)		 Number +Class
18,272,425
16,611,296
8,305,648
8,305,648
8,305,648
8,305,648
77,647
286,565
5,133,333
1,000,000
1,000,000		 Class C Performance
Shares. Conversion to
ordinary shares at 1
ordinary share for 1
performance share.
Class D Performance
Shares. Conversion to
ordinary shares at 1
ordinary share for 1
performance share.
Class E Performance
Shares. Conversion to
ordinary shares at 1
ordinary share for 1
performance share.
Class F Performance
Shares. Conversion to
ordinary shares at 1
ordinary share for 1
performance share.
Class G Performance
Shares. Conversion to
ordinary shares at 1
ordinary share for 1
performance share.
Class H Performance
Shares. Conversion to
ordinary shares at 1
ordinary share for 1
performance share.
Deferred Options: Ex
$0.00, expiry 5 Sept
2022, vesting 5 Sept
2019.
Class A Perf Rights.
Conversion to 1
ordinary share for 1
performance right.
Vesting 1 July 2019.
Options Ex $0.15.
expiry 19 May 2021,
Options Ex $0.35 expiry
31 May 2021
Options Ex $0.42 expiry
31 May 2021
  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

744,537
1,066,717		 2018 STI Rights.
Conversion to 1
ordinary share for 1
right. Expiry 2 October
2023
2018 LTI Performance
Rights. Conversion to 1
ordinary share for 1
right. Vesting 1 July
2020, Expiry 2 October
2023.
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 issue

11 Is
security
holder
approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities will
be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
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.
19 Closing date for receipt of
acceptances or renunciations
20 Names of any underwriters
  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to
the broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
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
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell
their entitlements_in full_through a
broker?
31 How do+security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
balance?
32 How
do
+security
holders
dispose of their entitlements
(except
by
sale
through
a
broker)?
33 +Despatch date
  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 7

01/08/2012

Appendix 3B New issue announcement

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
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
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)
42
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
38)		 N/A
N/A
N/A
N/A
Number +Class
N/A N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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.

  • 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.

==> picture [177 x 65] intentionally omitted <==

Sign here: (Company Secretary) Print name: Stephen Hewitt-Dutton

Date: 20 September 2019

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid ordinary
securities on issue 12 months before date
of issue or agreement to issue		 121,312,903
Addthe 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		 1,500,000– Exercise of options
989,622 – Conversion of 2018 STI Rights
634,017 – Conversion of 2017 Incentive
Plan Rights
14,950,166 – Approved 12 Feb 2019
33,333,334 – Approved 26 Apr 2016
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period		 Nil
“A” 172,720,042
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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 25,908,006

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued 332,226 or agreed to be issued in that 12 month period not counting those issued: 2,000,000 • 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

  • “C” 2,332,226

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 25,908,006 Note: number must be same as shown in Step 2 Subtract “C” 2,332,226 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 23,575,780 [Note: this is the remaining placement capacity under rule 7.1]

  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

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” 172,720,042 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 17,272,004

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued Nil 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

“E” Nil

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		 17,272,004
Subtract“E”
Note: number must be same as shown in
Step 3		 Nil
Total[“A” x 0.10] – “E” 17,272,004
Note: this is the remaining placement
capacity under rule 7.1A

==> picture [595 x 97] intentionally omitted <==

20 September 2019

The Company Announcements Office ASX Limited Via E Lodgement

Issue of Shares – Section 708A Notice

The Company gives notice pursuant to Section 708A(5)(e) of the Corporations Act that the shares issued on 20 September 2019 were issued without disclosure under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act. The Company, as at the date of this notice, has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and Section 674 of the Corporations Act. There is no excluded information to be disclosed for the purposes of Sections 708A(7) and (8) of the Corporations Act.

Stephen Hewitt-Dutton Company Secretary

==> picture [591 x 76] intentionally omitted <==

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