RNS Number : 3407B
eServGlobal Limited
16 June 2016
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, 04/03/13
Name of entity
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eServGlobal Limited
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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
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+Class of +securities issued or to be issued
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Ordinary Fully Paid Shares
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2
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Number of +securities issued or to be
issued (if known) or maximum number which may be issued
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31,866,107
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3
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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)
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Ordinary Fully Paid Shares
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4
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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
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Yes
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5
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Issue price or consideration
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£0.04 per Ordinary Fully Paid Share
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6
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Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those
assets)
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To provide working capital (net of fees) and to commence cost reductions within the
business.
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6a
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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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No
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6b
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The date the security holder resolution under rule 7.1A was passed
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-
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6c
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Number of +securities issued without
security holder approval under rule 7.1
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-
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6d
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Number of +securities issued with security
holder approval under rule 7.1A
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-
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6e
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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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-
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6f
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Number of +securities issued under an
exception in rule 7.2
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-
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6g
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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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-
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6h
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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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-
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6i
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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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Nil
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7
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+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.
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16 June 2016
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Number
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+Class
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8
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Number and +class of all
+securities quoted on ASX (including the
+securities in section 2 if applicable)
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297,640,159
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Ordinary Fully Paid Shares
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Number
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+Class
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9
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Number and +class of all
+securities not quoted on ASX (including the
+securities in section 2 if applicable)
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6,140,000
39,866,107
8,000,000
3,000,000
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Options issued under the ESOP exercisable for $0.36.
Unlisted Options
Unlisted Options B
Executive Options
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10
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Dividend policy (in the case of a trust, distribution policy) on the increased capital
(interests)
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N/A
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Part 2 ‑ Pro rata issue
Items 11 to 33 are not applicable
11
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Is security holder approval required?
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12
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Is the issue renounceable or non-renounceable?
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13
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Ratio in which the +securities will be
offered
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14
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+Class of +securities to which the offer relates
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15
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+Record date to determine entitlements
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16
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Will holdings on different registers (or subregisters) be aggregated for calculating
entitlements?
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17
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Policy for deciding entitlements in relation to fractions
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18
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Names of countries in which the entity has security holders who will not be sent new offer
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
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Closing date for receipt of acceptances or renunciations
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20
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Names of any underwriters
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21
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Amount of any underwriting fee or commission
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22
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Names of any brokers to the issue
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23
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Fee or commission payable to the broker to the issue
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24
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Amount of any handling fee payable to brokers who lodge acceptances or renunciations on
behalf of security holders
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25
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If the issue is contingent on security holders' approval, the date of the
meeting
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26
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Date entitlement and acceptance form and offer documents will be sent to persons
entitled
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27
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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
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Date rights trading will begin (if applicable)
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29
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Date rights trading will end (if applicable)
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30
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How do security holders sell their entitlements in full through a
broker?
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31
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How do security holders sell part of their entitlements through a
broker and accept for the balance?
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32
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How do security holders dispose of their entitlements (except by sale through a
broker)?
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33
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+Issue 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
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Type of +securities
(tick one)
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(a)
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x
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+Securities described in Part 1
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(b)
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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
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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
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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
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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
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37
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A copy of any trust deed for the additional +securities
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Entities that have ticked box 34(b)
38
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Number of +securities for which
+quotation is sought
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39
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+Class of +securities for which quotation is sought
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40
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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
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41
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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
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+Class
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42
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Number and +class of all
+securities quoted on ASX (including the
+securities in clause 38)
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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 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: 16 June 2016
(Company Secretary)
Print name: Tom Rowe
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 - Issues exceeding 15% of capital
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Step 1: Calculate "A", the base figure from which the placement capacity is
calculated
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Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue
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265,774,052
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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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Nil
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Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
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0
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"A"
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265,774,052
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Step 2: Calculate 15% of "A"
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"B"
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0.15
[Note: this value cannot be changed]
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Multiply "A" by 0.15
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39,866,107
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Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already
been used
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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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8,000,000 Unlisted Option B
31,866,107 Ordinary Fully Paid Shares issued on 16 June 2016.
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"C"
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39,866,107
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Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule
7.1
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"A" x 0.15
Note: number must be same as shown in Step 2
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39,866,107
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Subtract "C"
Note: number must be same as shown in Step 3
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39,866,107
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Total ["A" x 0.15] - "C"
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0
[Note: this is the remaining placement capacity under rule 7.1]
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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