Exhibit 99.3
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, 04/03/13
Name of entity |
Moko Social Media Limited |
ABN |
35 111 082 485 |
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
| 1. Ordinary Shares 2. Class A Unlisted Options 3. Class B Unlisted Options 4. Unlisted Options 5. Unlisted Options |
2 | Number of+securities issued or to be issued (if known) or maximum number which may be issued
| 1. 24,022,768 2. 22,011,384 3. 22,011,384 4. 1,000,000 5. 1,000,000 |
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) | 1. Fully paid ordinary shares 2. Exercise price of $0.02 and expiry day of 12 April 2017 3. Exercise price of $0.04 and expiry day of 12 April 2019 4. Exercise price of $0.02 and expiry day of 28 April 2018 5. Exercise price of $0.04 and expiry day of 28 April 2018 |
+ See chapter 19 for defined terms.
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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 | 1. Yes 2.-5. N/A – on exercise of options ordinary shares will rank equally with existing quoted ordinary shares
|
5 | Issue price or consideration
| 1. No cash consideration, deemed value of $0.01 per ordinary share 2.-5. Nil consideration |
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| 1.-3. Underwriting fees and commissions pursuant to the Entitlement Issue Prospectus dated 1st March 2016, fees pursuant to corporate advisory mandate agreements and fees and interest on a short term loan. 4.-5. Unlisted options issued to a senior employee pursuant to an employment agreement. |
6a | Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b – 6hin relation to the+securities the subject of this Appendix 3B, and comply with section 6i | Yes |
6b | The date the security holder resolution under rule 7.1A was passed | 17 November 2015 |
6c | Number of+securities issued without security holder approval under rule 7.1 | 70,045,536 |
+ See chapter 19 for defined terms.
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6d | Number of+securities issued with security holder approval under rule 7.1A | 0 | ||
6e | Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
| 0 | ||
6f | Number of+securities issued under an exception in rule 7.2 | 0
| ||
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. | N/A | ||
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 | N/A | ||
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 | 104,020,467 – 7.1 capacity
157,377,335 – 7.1A capacity
| ||
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. | 28 April 2016 | ||
Number | +Class | |||
8 | Number and+class of all+securities quoted on ASX (includingthe+securities in section 2 if applicable)
|
1,659,796,126
|
Ordinary shares
| |
+ See chapter 19 for defined terms.
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Number | +Class | ||
9 | Number and+class of all+securities not quoted on ASX (includingthe+securities in section 2 if applicable) | ||
20,000,000 | Performance Shares | ||
Unlisted options over ordinary shares: | |||
430,954,755 | Class A Unlisted Options | ||
430,954,755 | Class B Unlisted Options | ||
10,000,000 | Unlisted options, $0.042, Exp 30 July 2016 | ||
500,000 | Unlisted options, $0.06, Exp 31 Jul 2016 | ||
4,250,000 | Unlisted options, $0.17, Exp 31 Jul 2016 | ||
250,000 | Unlisted options, US$0.17, Exp 30 June 2016 | ||
7,500,000 | Unlisted options $0.19, Exp 26 November 2017 | ||
3,000,000 | Unlisted options $0.19, Exp 26 November 2016 | ||
1,000,000 | Unlisted options $0.196, | ||
Exp 31 January 2017 | |||
1,000,000 | Unlisted options $0.20, | ||
Exp 20 December 2016 | |||
700,000 | Unlisted options $0.17, | ||
Exp 31 December 2016 | |||
750,000 | Unlisted options $0.075, | ||
Exp 31 December 2016 | |||
1,000,000 | Unlisted options US$0.05, Exp 30 June 2016 | ||
1,000,000 | Unlisted options US$0.075, Exp 30 June 2016 | ||
+ See chapter 19 for defined terms.
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9 | Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) | ||
2,000,000 | Unlisted options $0.15 Exp 27 November 2018 | ||
1,000,000 | Unlisted options $0.02 Exp 28 April 2018 | ||
1,000,000 | Unlisted options $0.04 Exp 28 April 2018 | ||
10,320,000 | Unlisted options over American Depositary Shares (expressed here in ordinary shares where 1 ADS equals 40 ordinary shares), various expiry dates and exercise prices | ||
Unlisted Director Options over ADS (expressed here in ordinary shares where 1 ADS equals 40 ordinary shares): | |||
6,000,000 | US$0.13375 Exp 27 November 2019 (Vesting date 27 November 2016) | ||
6,000,000 | US$0.13375 Exp 27 November 2020 (Vesting date 27 November 2017) | ||
8,000,000 | US$0.08875 Exp 27 November 2018 | ||
10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | There is no immediate intention to declare or distribute dividends. |
+ See chapter 19 for defined terms.
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Part 2 - 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 offer 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 |
+ See chapter 19 for defined terms.
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20 | Names of any underwriters
| |
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 offer documents 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 entitlementsin full through a broker? | |
31 | How do security holders sellpart of their entitlements through a broker and accept for the balance? | |
+ See chapter 19 for defined terms.
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32 | How do security holders dispose of their entitlements (except by sale through a broker)? | |
33 | +Issue date
|
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) | x | +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 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 |
+ See chapter 19 for defined terms.
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Entities that have ticked box 34(b)
38 | Number of+securities for which+quotation is sought
| N/A | ||
39 | +Class of+securities for which quotation is sought
| N/A | ||
40 | 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 | N/A | ||
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)
| N/A | ||
Number | +Class | |||
42 | Number and+class of all+securities quoted on ASX (includingthe+securities in clause 38)
|
|
| |
+ See chapter 19 for defined terms.
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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: 28 April 2016 | |
(Company secretary) | ||
Print name: | Emma Waldon |
== == == == ==
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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 Amended 04/03/13
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 the+issue date or date of agreement to issue | 615,452,480 |
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 | 958,320,878 being:
817,886,679 (shares issued under pro-rata non-renounceable entitlement issue on 12 April 2016, LR 7.1 exemptions 1 & 2)
133,044,199 (shares issued on exercise of listed options, LR 7.2 exemption 4)
6,750,000 (shares issued on exercise of unlisted options, LR 7.2 exemption 4)
640,000 (shares issued to participants of the U.S. Omnibus Plan equity incentive scheme, LR 7.2 exemption 9)
|
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period | Nil |
“A” | 1,573,773,358 |
+ See chapter 19 for defined terms.
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Step 2: Calculate 15% of “A” | |
“B” | 0.15
[Note: this value cannot be changed]
|
Multiply“A” by 0.15 | 236,066,003 |
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used | |
Insertnumber of+equity securities issued or agreed to be issued in that 12 month periodnot 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 |
70,045,536 (ordinary shares and unlisted options issued as per this Appendix 3B)
60,000,000 (ordinary shares issued on 5 November 2015 pursuant to a US$2.55m capital raising)
2,000,000 (ordinary shares issued on 12 November 2015 for capital raising fees at a deemed value of $0.06 per share)
|
“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
| 236,066,003 |
Subtract“C”
Note: number must be same as shown in Step 3
| 132,045,536 |
Total[“A” x 0.15] – “C” | 104,020,467
[Note: this is the remaining placement capacity under rule 7.1]
|
+ See chapter 19 for defined terms.
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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
| 1,573,773,358 |
Step 2: Calculate 10% of “A” | |
“D” | 0.10
Note: this value cannot be changed
|
Multiply“A” by 0.10 | 157,377,335 |
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used | |
Insertnumber 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 | Nil |
“E” |
+ See chapter 19 for defined terms.
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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
| 157,377,335 |
Subtract“E”
Note: number must be same as shown in Step 3
| Nil |
Total[“A” x 0.10] – “E” | 157,377,335
Note: this is the remaining placement capacity under rule 7.1A
|
+ See chapter 19 for defined terms.
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