June 2024 Note Conversion & Listing Rule 7.1 Breach
Released
Released
Announcement PDF
ACN 009 104 330
15 January 2025
ASX Announcement
June 2024 Conver:ble Note Conversion & Lis:ng Rule 7.1 Breach
In September 2023 BPH Global Ltd (the Company) raised $368,750 from sophisEcated
investors from the issue of 387,750 converEble loan notes (Conver:ble Notes) with a face
value of $1.00 per ConverEble Note pursuant to the terms and condiEons of a ConverEble
Note Deed Poll dated 28 September 2023.
At the Eme of issue in September 2023, the Company issued the ConverEble Notes without
prior shareholder approval in reliance on LisEng Rule 7.2 excepEon 17 which requires the
Company to obtain shareholder approval for the issue of the underlying securiEes prior to
conversion of the ConverEble Notes.
On 21 November 2023 at the Company’s 2023 Annual General MeeEng, the Company
obtained shareholder approval to issue the underlying securiEes on conversion of the
ConverEble Notes (refer to ResoluEon 9 of the 2023 NoEce of AGM). On 9 February 2024,
the Company converted 114,750 of the Notes into 118,552,770 shares and 118,552,770
opEons, in accordance with this ResoluEon (the First Conversion). On 21 June 2024, the
Company converted 15,000 of the Notes into 5,816,828 shares and 5,816,828 opEons (the
Second Conversion). The First Conversion was made in compliance with ASX LisEng Rule 7.1.
The Second Conversion was not within the three-month Emeframe set out in LisEng Rule
7.3.4 and therefore was not in compliance with ASX LisEng Rule 7.1.
As the Company issued the ConverEble Notes in reliance upon on LisEng Rule 7.2 excepEon
17, the Company is unable to use its placement capacity under ASX LisEng Rule 7.1 for the
conversion of any of the ConverEble Notes. The Company therefore breached ASX LisEng
Rule 7.1 upon the Second Conversion.
The Company will conduct a review of its converEble note agreements and conversion
processes to ensure future compliance with the ASX LisEng Rules in relaEon to the issue and
conversion of any securiEes issued in reliance on ASX LisEng Rule 7.2 excepEon 17. Further
the Company is seeking shareholder approval for the conversion of the balance of the
ConverEble Notes on issue in accordance with ASX LisEng 7.2 excepEon 17 at a general
meeEng of shareholders to be held on 17 February 2025. The Company will ensure any
Address: Block Arcade, Office 324, Level 3, 96 Elizabeth St, Melbourne, VIC, 3000
ConverEble Notes converted pursuant to this resoluEon will be issued within the threemonth Emeframe set out in LisEng Rule 7.3.4.
- END Authorised for lodgement by the Board of the Company
For further informaEon, please visit our website at www.bp8global.com or contact:
Mr Paul Stephenson
Chairman
BPH Global Limited
E: pauls@bp8global.com
Address: Block Arcade, Office 324, Level 3, 96 Elizabeth St, Melbourne, VIC, 3000
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