options offer prospectus

ASX ANNOUNCEMENT
27 August 2008
OPTIONS OFFER PROSPECTUS

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
OROPA LIMITED
ABN
77 009 241 374
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
LISTED OPTIONS
2 Number of +securities issued or to
be issued (if known) or maximum
number which may be issued
8,510,285
3 Principal terms of the +securities
(eg, 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)
OPTIONS EXPIRING 31 JANUARY 2011
WITH AN EXERCISE PRICE OF 20 CENTS
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 2 1/1/2003
4 Do the +securities rank equally in all
respects from the date of allotment
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 FP next dividend,
distribution or interest payment
YES
5 Issue price or consideration
0.002 CENTS PER OPTION
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
ISSUE OF OPTIONS PURSUANT TO
PROSPECTUS DATED 8 AUGUST 2008 FOR
THE PURPOSE OF RAISING ONGOING
WORKING CAPITAL
7 Dates of entering +securities into
uncertificated holdings or despatch
of certificates
27 AUGUST 2008
Number +Class
8 Number and +class of all
+securities quoted on ASX
(including the securities in clause
2 if applicable)
192,088,724
12,791,440
8,510,285
ORD
OPTIONS EXP
31 JANUARY 2010
OPTIONS EXP
31 JANUARY 2011
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 3
Number +Class
9 Number and +class of all
+securities not quoted on ASX
(including the securities in clause
2 if applicable)
2,700,000
500,000
8,500,000
EMPLOYEE
OPTIONS EXP
31 DECEMBER 2009
EXERCISABLE AT
13C
OPTIONS EXP
20 OCTOBER 2008
EXERCISABLE AT
12C
DIRECTOR
OPTIONS EXP
31/05/2013
EXERCISABLE AT
15C
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
NO DIVIDEND POLICY
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval
required?
12 Is the issue renounceable or nonrenounceable?
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
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 4 1/1/2003
18 Names of countries in which the
entity has +security holders who
will not be sent new issue
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
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 5
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 prospectus or Product
Disclosure Statement 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
entitlements in full through a
broker?
31 How do +security holders sell part
of their entitlements through a
broker and accept for the balance?
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 6 1/1/2003
32 How do +security holders dispose
of their entitlements (except by sale
through a broker)?
33 +Despatch 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) �� 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
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 7
Entities that have ticked box 34(b)
38 Number of securities for which
+quotation is sought
39 Class of +securities for which
quotation is sought
40 Do the +securities rank equally in all
respects from the date of allotment
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
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)
Number +Class
42 Number and +class of all +securities
quoted on ASX (including the
securities in clause 38)
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 8 1/1/2003
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.
• We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities to be quoted, it has been
provided 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.
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 9
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 not available now, 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: 27 August 2008.
(Director)
Print name: Philip C Christie.
Security Transfer Registrars Pty Ltd/ OA/OA / /
OROPA LIMITED OPTIONS EXPIRING 31/01/11 @ $0.20 SPREAD & TOP 20 LISTING SRSPTP USER - TENEILLE Date - 27/08/08 Time - 8.25.54
Page - 1 *- CURRENT STATUS -* *- AS AT: 0/00/00 -*
HOLDER NAME DESIGNATION UNITS % OF ISSUED UNITS % OF ISSUED
1 FORZA FAMILY PL 2,809,497 33.01%
2 HEYWOOD SHANE ANTHONY 1,000,000 11.75%
3 RON LEES & ASSOC PL LEES FAM ACCOUNT 748,073 8.79%
4 BERNE NO 132 NOM PL 77987 A/C 628,311 7.38%
5 LAZUKIC GEORG 548,000 6.44%
6 JOMOT PL 521,000 6.12%
7 NIGRO FRANK JOSEPH 500,000 5.88%
8 * GANESH INTNL LTD 269,950 3.17%
9 JOLOB MICHAEL + LINDA JOLCAN ACCOUNT 250,000 2.94%
10 FERNANDES MARIA LEONTINA 238,220 2.80%
11 GUBBINGS TINA MARGARET ALEX JAMES GUBBING 200,000 2.35%
12 HIGGS KENNETH EASON 150,000 1.76%
13 NATIONAL NOM LTD 110,000 1.29%
14 * BICKNELL PETER 102,400 1.20%
15 * SCANEAST INTNL LTD 74,000 .87%
16 ZIPPARO GERARDO + MELINA 60,000 .71%
17 * BIRIS CHRISTODOULOS 50,000 .59%
18 PIEDA BOZENA 50,000 .59%
19 MULGREW OWEN JAMES 29,000 .34%
20 GREY DARRELL SHANNAN GREY A/C 25,000 .29%
*** TOP 20 TOTAL *** 8,363,451 98.27% %
** ALL HOLDERS INCLUDED * - DENOTES MERGED HOLDER
Security Transfer Registrars Pty Ltd/ OA/OA / /
OROPA LIMITED OPTIONS EXPIRING 31/01/11 @ $0.20 SPREAD & TOP 20 LISTING SRSPTP Page - 1 User - TENEILLE
Date - 27/08/08 Time - 8.25.54
SPREAD OF HOLDINGS HOLDERS UNITS % OF ISSUED CAPITAL
NIL HOLDING
1 - 1,000 13 6,980 .08 %
1,001 - 5,000 8 21,550 .25 %
5,001 - 10,000 9 77,144 .91 %
10,001 - 100,000 8 329,160 3.87 %
100,001 - 14 8,075,451 94.89 %
TOTAL ON REGISTER 52 8,510,285 100.00 %
TOTAL OVERSEAS HOLDERS 1 3,000 .04 %
ANALYSIS BY LOCATION (EXCLUDES ZERO HOLDERS)
OVERSEAS 1 3,000 .04 %
AUSTRALIA :
ACT 0 .00 %
NSW 7 132,594 1.56 %
VIC 11 2,296,660 26.99 %
QLD 6 1,411,264 16.58 %
SA 3 2,815,697 33.09 %
WA 24 1,851,070 21.75 %
TAS 0 .00 %
NT 0 .00 %
ADDRESS UNKNOWN 0 .00 %
52 8,510,285 100.00 %
** ALL HOLDERS INCLUDED *** COMMON HOLDERS MERGED INTO ONE HOLDI