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28 May 2009
ASX WAIVER
Advanced Engine Components
Limited ("the Company") has been granted a waiver by ASX Limited ("ASX") dated
18 May 2009 as follows:
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Based solely on the information provided, ASX grants the Company a
waiver from the following listing rules:
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Listing rule 7.3.2 to the extent necessary to permit the Company,
pursuant to the assignment of the loan agreement between the Company
and CIM Special Situations Fund Limited to Norvest Corporate Pty Ltd
("Norvest") (the "Norvest Loan Agreement"), to issue, on a monthly
basis for as long as the loan remains outstanding but by no later
than 8 May 2010, up to 750,000 options exercisable on or before
30 November 2011 with the exercise price of each monthly tranche of
options equal to the VWAP for the calendar month preceding their issue
(the "Norvest Syndicate Options"), to the Norvest Loan Agreement
Syndicate more than 3 months but not more than 10 months from the date
shareholder approval is received on the conditions set out in
resolution 1c below.
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Listing rule 10.13.3 to the extent necessary to permit the Company
pursuant to the Norvest Loan Agreement to issue, on a monthly basis
for as long as the loan remains outstanding but by no later than 8 May
2010, Norvest Syndicate Options to the Norvest Loan Agreement Syndicate
comprising Graham Keys, Antony Middleton or their associated entities
and 698 Capital Asia Pacific Limited, more than one month, but not more
than 10 months, from the date shareholder approval is received on the
conditions set out in resolution 1c below.
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Resolutions 1a and 1b are subject to the following conditions:
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The Notice of Meeting (the "Notice") states that the options
will be issued in monthly instalments and the final monthly instalment
of options will be issued no later than 10 months after the date
of the Meeting.
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The Company releases the terms of the waiver to the market no
later than the time of the release of the Notice to approve the
issue.
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The Company’s annual report for any period during which the
options are issued pursuant to the Norvest Loan agreement details
the options issued and options to be issued.
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ASX has considered listing rules 7.3.2 and 10.13.3 only and makes no
statement as to the Company's compliance with other listing rules.
For further information please contact:
Tony Middleton (Managing Director) on (08) 9209 6900; or
Email: shares@advancedengine.com
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