20 July 2018
ASX Market Announcements Platform Australian Securities Exchange
20 Bridge Street
Sydney NSW 2000
Level 9, 301 Coronation Drive, Milton QLD 4064 Australia PO Box 2118, Toowong DC QLD 4066 Australia phone + 61 (0) 7 3156 7777 fax + 61 (0) 7 3156 7776www.carbonenergy.com.au Carbon Energy Limited ABN 56 057 552 137
Carbon Energy (Operations) Pty Ltd ABN 61 105 176 967
FOR ASX MARKET RELEASE
End of Voluntary Escrow Period and Appendix 3Y
Carbon Energy Limited (ASX: CNX) ("Carbon Energy" or "Company") provides the following announcement with respect to the Company's securities previously registered in the name of Kam Lung Investment Development Company Limited ("Kam Lung"), a company wholly owned and controlled by the Company's director Mr HuiHai Zhuang.
Kam Lung held 51,946,721 of the Company's fully paid ordinary shares ("Shares"). 46,799,113 of the Shares ("Escrowed Shares") were subject to the Voluntary Escrow Deed previously detailed in the Company's Notice of Annual General Meeting dated 15 June 2017 (which meeting was held on 18 July 2017) ("AGM Notice") and attached to the Company's Notice of Initial Substantial Holder (ASIC Form 603) dated 20 July 2017.
Approval was granted by the Company for Kam Lung to transfer the Escrowed Shares to Beijing Jinhong Investment and Development Co., Ltd ("Beijing Jinhong"), a company wholly owned and controlled by the Company's director Mr HuiHai Zhuang, with no change in relevant interest.
Effective 16 July 2018, the Shares were transferred from Kam Lung to Beijing Jinhong with no change in relevant interest. Following this transfer, Mr HuiHai Zhuang, Beijing Jinhong and Kam Lung continue to have a relevant interest in 80% of the fully paid ordinary shares of the Company.
Beijing Jinhong agreed to be bound by the terms and conditions of the Voluntary Escrow Deed for the remaining voluntary escrow period, from 16 July 2018 to 19 July 2018.
As mentioned above, Kam Lung and Beijing Jinhong is each an entity wholly owned and controlled by Mr HuiHai Zhuang.
As previously reported by the AGM Notice, Kam Lung is also the registered holder of 9,200 convertible notes issued by Carbon Energy. This holding is unchanged.
Upon completion of the voluntary escrow period on 19 July 2018, the Escrowed Shares held by Beijing Jinhong were released from Voluntary Escrow.
Please find attached an Appendix 3Y Change of Director's Interest Notice, lodged in accordance with Australian Securities Exchange Listing Rule 3.19A.2.
For and on behalf of the Board
ENDS
Appendix 3Y
Change of Director's Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director's Interest Notice
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 30/09/01 Amended 01/01/11
Name of entity Carbon Energy Limited ABN 56 057 552 137
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director | HuiHai Zhuang |
Date of last notice | 20 July 2017 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
Direct or indirect interest | Indirect | ||
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. | Indirect interest of Mr Zhuang through:
Beijing JinHong and Kam Lung are both entities that are, and remain, wholly owned and controlled by Mr Zhuang. | ||
Date of change | 16 July 2018 and 19 July 2018. | ||
No. of securities held prior to change | Registered Holder | Class of Securities | Number |
Kam Lung | Ordinary Shares - not subject to escrow | 5,147,608 | |
Kam Lung | Ordinary Shares voluntarily escrowed1 until 19 July 2018 | 46,799,113 | |
Total | 51,946,721 | ||
Kam Lung | Kam Lung Convertible Notes2 | 9,200 |
1 Subject to the Voluntary Escrow Deed, as previously detailed in the Notice of Annual General Meeting of Shareholders dated 15 June 2017 (which meeting was held on 18 July 2017) and the Notice of Initial Substantial Holder dated 20 July 2017.
2 Kam Lung Convertible Notes in connection with the completion of the Company's Deed of Company Arrangement (DOCA) dated 9 March 2017 (amended 26 May 2017), as approved on 18 July 2017 by
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director's Interest Notice
Class | Ordinary fully paid shares | ||
Number acquired | 51,946,721 | ||
Number disposed | 51,946,721 | ||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | Intra-group transfer | ||
No. of securities held after change | Registered Holder | Class of Securities | Number |
Beijing Jinhong | Ordinary Shares - not subject to escrow3 | 51,946,721 | |
Kam Lung | Kam Lung Convertible Notes4 | 9,200 | |
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
|
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
Detail of contract | Nil |
Nature of interest | N/A |
Name of registered holder (if issued securities) | N/A |
Date of change | N/A |
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed | N/A |
Interest acquired | N/A |
Interest disposed | N/A |
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation | N/A |
Interest after change | N/A |
Company shareholders. Further details are contained in the Company's notice of meeting dated 15 June 2017.
3 46,799,113 of these Ordinary Shares were subject to the Voluntary Escrow Deed (referred to in footnote 1 above) until 19 July 2018.
4 See footnote 2 above.
+ See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y
Change of Director's Interest Notice
Part 3 - +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | Yes with respect to the intra-group transfer detailed under Part 1 above. |
If so, was prior written clearance provided to allow the trade to proceed during this period? | Yes with respect to the intra-group transfer detailed under Part 1 above. |
If prior written clearance was provided, on what date was this provided? | Prior written trading clearance was provided on 13 July 2018. |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
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Carbon Energy Limited published this content on 20 July 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 July 2018 08:22:04 UTC