8 January 2015
Company Announcements Office
Australian Securities Exchange
ISSUE OF OPTIONS TO PETER BUSH
Aeris Environmental Ltd (ASX Code: AEI) advises that is has issued 500,000 options under the Company's Employee Share Option Plan (ESOP) to Peter Bush (Chief Executive Officer and Chief Financial Officer). The ESOP terms and conditions were approved at the Company's Annual General Meeting (AGM) held on 27 November 2014. Information on the ESOP was detailed in the Company's Notice of AGM. The options will expire on 31 July 2016 and have an exercise price set at a 10% premium to the price at the date of issue, being an exercise price of $0.31. The options will vest on 31 March 2016, providing that the share price achieves a target price of over 35 cents for a period of at least five consecutive days.
Attached is an Appendix 3B for the issue of these options.
Notice Under Section 708A(5)(e)
Aeris Environmental Ltd advises that on 8 January 2015 the Company issued 500,000 options as set out above. The Company gives advice that:
(1) this notice is being given under section 708A(5)(e) of the Corporations Act 2001;
(2) the Company issued the securities without disclosure to investors under Part 6D.2 of the
Corporations Act 2001;
(3) as at the date of this notice, the Company has complied with:
(a) the provisions of Chapter 2M of the Corporations Act 2001 as they apply to the
Company; and
(b) section 674 of the Corporations Act 2001; and
(4) except as may be set out in this notice, there is no other information that is excluded information as at the date of this notice which is required to be set out in this notice under section 708A(6)(e) of the Corporations Act 2001.
Aeris Environmental Ltd
Robert J Waring
Company Secretary
Appendix 3B New issue announcement Appendix 3BRule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities and agreementInformation 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
Aeris Environmental Ltd
ABN
19 093 977 336
We (the entity) give ASX the following information.
Part 1 - All issuesYou must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to
be issued Share Options
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
500,000
3 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)
The share options have an exercise price of
$0.31 and will expire on 31 July 2016. The options will vest on 31 March 2016, providing that the share price achieves a target price of over 35 cents for a period of at least five consecutive days.
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
Appendix 3B New issue announcement
4 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
The shares issued on the exercise of these options will rank equally with existing fully paid ordinary shares if they are exercised.
5 Issue price or consideration The options have been issued as part of the Company's Employee Share Option Plan (ESOP).
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
The options have been issued under the Company's ESOP and are subject to vesting conditions, as detailed in 3 above.
6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h No 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 Not Applicable
6c Number of +securities issued without security holder approval under rule 7.1
Not Applicable
6d Number of +securities issued with security holder approval under rule 7.1A
Not Applicable
6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
Not Applicable
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
6f Number of +securities issued
under an exception in rule 7.2 Not Applicable
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.
Not Applicable
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
Not Applicable
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
Not Applicable
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.
8 January 2015
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
9 Number and +class of all +securities not quoted on ASX (including the
+securities in section 2 if applicable)
Note: 350,000 Options, which were included in the last Appendix 3B (and were due to expire on 17 November 2016, with an exercise price of 18.6 cents), have expired following the designated period, after the resignation of the Company's previous Managing Director.
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Full participation in any future dividends when the options are exercised and become ordinary shares.
Part 2 - Pro rata issueQuestions 11 to 33 are not applicable.
Part 3 - Quotation of securitiesYou 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
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
Entities that have ticked box 34(a) Appendix 3B New issue announcement Additional securities forming a new class of securitiesTick 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
Questions 38 to 42 are not applicable.
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
Appendix 3B New issue announcement Quotation agreement1 +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 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: Date: 8 January 2015 (Director/Company Secretary)
Print name: Robert J Waring
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 6 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 entitiesIntroduced 01/08/12 Amended 04/03/13
Part 1Rule 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 | The Company did not seek shareholder approval at its Annual General Meeting under ASX Listing Rule 7.1A. |
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 | |
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | |
"A" |
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
Appendix 3B New issue announcementStep 2: Calculate 15% of "A" | |
"B" | 0.15 [Note: this value cannot be changed] |
Multiply "A" by 0.15 | |
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 | |
"C" | |
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 | |
Subtract "C" Note: number must be same as shown in Step 3 | |
Total ["A" x 0.15] - "C" | [Note: this is the remaining placement capacity under rule 7.1] |
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
Part 2 Appendix 3B New issue announcementRule 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 | Not Applicable |
Step 2: Calculate 10% of "A" | |
"D" | 0.10 Note: this value cannot be changed |
Multiply "A" by 0.10 | |
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 | |
"E" |
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
Appendix 3B New issue announcementStep 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 | |
Subtract "E" Note: number must be same as shown in Step 3 | |
Total ["A" x 0.10] - "E" | Note: this is the remaining placement capacity under rule 7.1A |
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
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