基本统计
| CIK | 1539042 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BlueNRGY Group Ltd
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会（SEC）备案的完整、按时间顺序排列的列表，不包括我们在其他地方提供的所有权备案。
| October 27, 2017 |
INACCESS HOLDINGS LIMITED ARTICLES OF ASSOCIATION TABLE OF CONTENTS Exhibit 4.24 Company Number: 08142682 INACCESS HOLDINGS LIMITED ARTICLES OF ASSOCIATION TABLE OF CONTENTS 1. PRELIMINARY 2 2. LIMITED COMPANY 9 3. DIVIDENDS 10 4. VOTING 10 5. VARIATION OF CLASS RIGHTS 11 6. VOLUNTARY CONVERSION 12 7. AUTOMATIC CONVERSION 13 8. REDEMPTION RIGHTS OF A PREFERENCE SHARES 13 9. LIQUIDATION EVENTS AND SHARE SALES 15 10. ALLOTMENT OF RELEVANT SECURITIES 17 11. TRANSFER |
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| October 27, 2017 |
[SIGNATURES ON THE FOLLOWING PAGE] EX-4.26 10 ex426.htm EXHIBIT 4.26 Exhibit 4.26 EXCHANGE AGREEMENT (the “Agreement”) was made as of the 30th day of June, 2017 (the “Effective Date”), by and between BlueNRGY Group Limited, an Australian corporation (the “Company”), and (collectively the “Noteholder”) with such Agreement being executed by the parties on . WHEREAS, on and [as amended on ], the Company and the Noteholder entered into |
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| October 27, 2017 |
Exhibit 4.27 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September , 2015, between BlueNRGY Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, the parties desire that, upon t |
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| October 27, 2017 |
Exhibit 13.1 CERTIFICATION OF WILLIAM MORRO, MANAGING DIRECTOR OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2017, as filed with the Securities and Exchange Commission on the date here |
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| October 27, 2017 |
Exhibit 12.2 CERTIFICATION I, Richard Pillinger, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| October 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2017 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchang |
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| October 27, 2017 |
Exhibit 12.1 CERTIFICATION I, William Morro, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| October 27, 2017 |
Exhibit 4.25 EQUITY PURCHASE AGREEMENT BY AND AMONG CBD ACQUISITION HOLDINGS, INC., A DELAWARE CORPORATION, DONALD P. REED, INDIVIDUALLY, GREG FOx, INDIVIDUALLY, JOSEPH DUEY, INDIVIDUALLY, CHARLES HORNE, INDIVIDUALLY, AND JACKSON HORNE, INDIVIDUALLY. JULY 1, 2014 Table of Contents ARTICLE I PURCHASE AND SALE OF OWNERSHIP INTEREST 4 1.1 Purchase and Sale of Ownership Interest. 4 1.2 Purchase Price |
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| October 27, 2017 |
Exhibit 13.2 CERTIFICATION OF RICHARD PILLINGER, CHIEF FINANCIAL OFFICER OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2017, as filed with the Securities and Exchange Commission on the |
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| May 16, 2017 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: May 2017 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) 200 George Street Level 32 Sydney 2000 NSW AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| May 16, 2017 |
Exhibit 99.1 BLUENRGY GROUP ANNOUNCES STRATEGIC REALIGNMENT Increasing Focus on Fast-Growing Monitoring, Control and Analytics Businesses Sydney, May 16, 2017 ? BlueNRGY Group Limited (OTC:CBDEF) ( ?BlueNRGY?), a leader in engineered solutions for the management of distributed power generation and climate control/energy efficiency systems, today announced a strategic realignment of its business un |
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| March 6, 2017 |
BLUENRGY GROUP ANNOUNCES SETTLEMENT OF SECURITIES CLASS ACTION Exhibit 99.1 BLUENRGY GROUP ANNOUNCES SETTLEMENT OF SECURITIES CLASS ACTION Sydney, March 6, 2017 ? BlueNRGY Group Limited (OTC:CBDEF) ( ?BlueNRGY?) today announced that an agreement in principal has been reached to settle all previously disclosed securities litigation naming as defendants BlueNRGY, one of its U.S. subsidiaries, certain of its current and former officers and directors, and various |
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| March 6, 2017 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: March 2017 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) 200 George Street Level 32 Sydney 2000 NSW AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| October 28, 2016 |
Form of Securities Purchase Agreement, dated July 7, 2016 (Inaccess Holdings Ltd). Exhibit 4.23 DATED 2016 INACCESS INVESTMENTS LIMITED (1) RIKONUS LIMITED (2) PIRAEUS TA.NE.O. CAPITAL FUND (3) IHL ACQUISITION CO PTY LTD (4) and BLUENRGY GROUP LIMITED (5) SHARE PURCHASE AGREEMENT relating to the sale and purchase of 244,493 shares in the issued share capital of INACCESS HOLDINGS LIMITED TABLE OF CONTENTS Page 1. Interpretation 2 2. Sale of Shares 12 3. Purchase Price 13 4. Compl |
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| October 28, 2016 |
Exhibit 12.2 CERTIFICATION I, Richard Pillinger, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| October 28, 2016 |
Exhibit 13.2 CERTIFICATION OF RICHARD PILLINGER, CHIEF FINANCIAL OFFICER OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2016, as filed with the Securities and Exchange Commission on the |
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| October 28, 2016 |
Exhibit 13.1 CERTIFICATION OF WILLIAM MORRO, MANAGING DIRECTOR OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2016, as filed with the Securities and Exchange Commission on the date here |
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| October 28, 2016 |
Exhibit 12.1 CERTIFICATION I, William Morro, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| October 28, 2016 |
Exhibit 4.21 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR |
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| October 28, 2016 |
Form of Subscription Agreement, dated July 7, 2016 (Inaccess Holdings Ltd). Exhibit 4.22 DATED 2016 IHL ACQUISITION CO PTY LTD (1) PIRAEUS TA.NE.O. CAPITAL FUND (2) INACCESS INVESTMENTS LIMITED (3) RIKONUS LIMITED (4) CHRISTOS GEORGOPOLOUS (5) VASILEIOS NELLAS (6) GEORGIOS KONSTANTOULAKIS (7) AND INACCESS HOLDINGS LIMITED (8) SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT relating to INACCESS HOLDINGS LIMITED CONTENTS CLAUSE PAGE 1. INTERPRETATION 4 2. CONDITIONS 11 3. COMPLETI |
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| October 28, 2016 |
Form of Securities Purchase Agreement dated June 29, 2016. Exhibit 4.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2016, between BlueNRGY Group Limited, an Australian corporation (the “Company”), IHL Acquisition Co. Pty Ltd. (“IHL”) a wholly-owned subsidiary of the Company registered in Australia, and each purchaser identified on the signature pages hereto (each, including its successors and |
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| October 28, 2016 |
Exhibit 4.19 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of February 5, 2016 (the “Effective Date”), by and between PARMAC AIRCONDITIONING & MECHANICAL SERVICES PTY LTD, a corporation organized under the laws of Australia (“Borrower”), and ESOL B.V., a company organized under the laws of Netherlands with its principal office l |
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| October 28, 2016 |
UNITED STATES SECURITIES AND EXCHANGE WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2016 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchang |
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| October 28, 2016 |
Loan and Security Agreement between Draker Corporation and ESOL, B.V. dated February 6, 2016. Exhibit 4.18 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of February 5, 2016 (the “Effective Date”), by and between DRAKER CORPORATION, a corporation organized under the laws of the state of Delaware in the United States of America with its principal office located at 431 Pine Street, Suite 114, Burlington, VT 05401 (“Borrower |
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| July 12, 2016 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: July 2016 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) 32 Martin Place 11th Floor Sydney 2000 NSW AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| July 12, 2016 |
Draker Announces Launch of New Data Acquisition & Control Technology Hires New Director of Sales Exhibit 99.1 Draker Announces Launch of New Data Acquisition & Control Technology Hires New Director of Sales BURLINGTON, VT - July 5, 2016 ? Draker Corporation or "Draker", a global provider of data management, analytics and control systems for distributed power generation and a subsidiary of BlueNRGY Group Limited (OTC:CBDEF), today announced its new generation data acquisition and control syste |
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| July 12, 2016 |
Exhibit 99.2 BLUENRGY GROUP & INACCESS HOLDINGS ANNOUNCE EXPANSION OF DRAKER-INACCESS STRATEGIC ALLIANCE BLUENRGY ACQUIRES INACCESS EQUITY STAKE London, July 11, 2016 – BlueNRGY Group Limited (OTC:CBDEF) (“BlueNRGY”) and Inaccess Holdings Limited (“Inaccess Holdings”), both leaders in mission-critical infrastructure management solutions and related asset management systems, today announced the for |
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| April 4, 2016 |
Exhibit 99.1 BlueNRGY Group Limited Announces Financial Results for Six Months Ended December 31, 2015 Strong Revenue Growth to A$19.8 Million for Half-Year SYDNEY, AUSTRALIA - (April 4, 2016) - BlueNRGY Group Limited (OTCBB: CBDEF) (?BlueNRGY? or ?Company?), a global provider of engineered systems and solutions for distributed power generation and climate control/energy efficiency, today announce |
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| April 4, 2016 |
Exhibit 99.2 BlueNRGY Group Limited (A.C.N. 010 966 793) Financial Report for the six months ended 31 December 2015 Unaudited Table of contents Table of Contents Unaudited Financial Information 3 Condensed consolidated statement of comprehensive income 3 Condensed consolidated statement of financial position 4 Condensed consolidated statement of changes in equity 5 Condensed consolidated statement |
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| April 4, 2016 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: April 2016 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) 32 Martin Place 11th Floor Sydney 2000 NSW AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| January 29, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) BLUENRGY GROUP LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c) *The remainder of this cover page shall be fill |
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| December 10, 2015 |
EXHIBIT 13.1 CERTIFICATION OF WILLIAM MORRO, MANAGING DIRECTOR OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2015, as filed with the Securities and Exchange Commission on the date here |
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| December 10, 2015 |
Exchange and Compensation Deferral Agreement with William Morro, dated November 30, 2015. EXHIBIT 4.15 THIS EXCHANGE AND COMPENSATION DEFERRAL AGREEMENT (the “Agreement”) is made as of the 30th of November, 2015 (the “Effective Date”), by and between BlueNRGY Group Limited, an Australian corporation (the “Company”), and William C. Morro (“Executive”). WHEREAS, Executive was appointed as Managing Director of the Company effective January 27, 2015 (the “Commencement Date”) with a base co |
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| December 10, 2015 |
EXHIBIT 12.1 CERTIFICATION I, William Morro, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| December 10, 2015 |
Warrant held by ESOL, B.V. with Initial Exercise Date of December 31, 2015 (Draker Transaction). EXHIBIT 4.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 10, 2015 |
EXHIBIT 4.16 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR |
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| December 10, 2015 |
EXHIBIT 12.2 CERTIFICATION I, Richard Pillinger, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| December 10, 2015 |
Exchange and Compensation Deferral Agreement with Emmanuel Cotrel, dated November 30, 2015. EXHIBIT 4.14 THIS EXCHANGE AND COMPENSATION DEFERRAL AGREEMENT (the “Agreement”) is made as of the 30th of November, 2015 (the “Effective Date”), by and between BlueNRGY Group Limited, an Australian corporation (the “Company”), and Emmanuel Cotrel (“Executive”). WHEREAS, Executive is a party to that certain employment agreement (the “Employment Agreement”) with BlueNRGY, LLC, a Florida limited lia |
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| December 10, 2015 |
EXHIBIT 4.13 ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT Dated as of , 2015 by and between PANASONIC CORPORATION OF NORTH AMERICA, ACTING THROUGH ITS DIVISION PANASONIC ENTERPRISE SOLUTIONS COMPANY (Contractor) and Green Earth Developers LLC (Subcontractor) NORTH CAROLINA For Projects Specified in Exhibit G TABLE OF CONTENTS Page Article 1 DEFINED TERMS; CONTRACT INTERPRETATION 5 1.1 Defin |
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| December 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2015 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchang |
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| December 10, 2015 |
EXHIBIT 13.2 CERTIFICATION OF RICHARD PILLINGER, CHIEF FINANCIAL OFFICER OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2015, as filed with the Securities and Exchange Commission on the |
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| November 12, 2015 |
BLUENRGY ACQUIRES DRAKER SOLAR ENERGY MONITORING PLATFORM Exhibit 99.1 BLUENRGY ACQUIRES DRAKER SOLAR ENERGY MONITORING PLATFORM Fort Lauderdale, September 16, 2015 ? BlueNRGY Group Limited (OTC:CBDEF) (?BlueNRGY?) today announced that it has completed the acquisition of the monitoring platform and certain other assets of Draker, Inc. (?Draker?), the leading independent provider of monitoring and data management services to the U.S. solar industry. BlueN |
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| November 12, 2015 |
EX-4.1 2 ex41.htm EXHIBIT 4.1 Exhibit 4.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into the 16th day of September, 2015, by and between Draker, Inc., a Delaware corporation (“Draker”) and Draker Laboratories, Inc., a Delaware corporation (“Draker Labs” and, together with Draker, the “Seller”) and BlueD Acquisition Corporation, a Delaware corporat |
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| November 12, 2015 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: November 2015 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) 32 Martin Place 11th Floor Sydney 2000 NSW AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| November 12, 2015 |
EX-99.3 5 ex993.htm EXHIBIT 99.3 Exhibit 99.3 BLUENRGY GROUP LIMITED ANNOUNCES COMMON SHARE CONSOLIDATION FY 2015 Annual Report Filing To Be Delayed Sydney, November 10, 2015 – BlueNRGY Group Limited (OTCBB:CBDEE) (“BlueNRGY” or "Company"), a global provider of engineered systems and solutions for distributed power generation and climate control/energy efficiency, today announced the final consoli |
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| November 12, 2015 |
BLUENRGY RETAINS PCG ADVISORY GROUP FOR INVESTOR AND CORPORATE RELATIONS Exhibit 99.2 BLUENRGY RETAINS PCG ADVISORY GROUP FOR INVESTOR AND CORPORATE RELATIONS FORT LAUDERDALE, FL ? October 13, 2015) - BlueNRGY Group Limited (OTC: CBDEF) ("BlueNRGY"), a global renewable energy company providing solutions to optimize renewable energy infrastructure investments, today announced that the Company has renewed the appointment of PCG Advisory Group (PCG) as its Investor and Co |
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| August 11, 2015 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) bluenrgy6k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: August 2015 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) 32 Martin Place 11th Floor Sydney, NSW 2000 AUSTRALIA |
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| July 10, 2015 |
20-F/A 1 v41513320fa.htm FORM 20-F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ¨ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 or x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2014 or ¨ Transition report |
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| July 10, 2015 |
Exhibit 12.2 CERTIFICATION I, Richard Pillinger, certify that: 1. I have reviewed this Amendment No.1 on Form 20-F/A to the annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen |
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| July 10, 2015 |
BlueNRGY Group Limited Level 11 32 Martin Place Sydney NSW 2000 BlueNRGY Group Limited Level 11 32 Martin Place Sydney NSW 2000 Australia July 10, 2015 Via EDGAR Brian Cascio, Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F. |
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| July 10, 2015 |
Exhibit 12.1 CERTIFICATION I, William Morro, certify that: 1. I have reviewed this Amendment No.1 on Form 20-F/A to the annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w |
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| July 10, 2015 |
Exhibit 13.2 CERTIFICATION OF RICHARD PILLINGER, CHIEF FINANCIAL OFFICER OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with Amendment No.1 on Form 20-F/A to the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2014, as filed with the Securiti |
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| July 10, 2015 |
Exhibit 13.1 CERTIFICATION OF WILLIAM MORRO, MANAGING DIRECTOR OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with Amendment No.1 on Form 20-F/A to the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2014, as filed with the Securities and Exc |
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| June 29, 2015 |
BlueNRGY Group FORM 6-K - JUN 29, 2015 - CHAPPLE RESIGNATION (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: June 2015 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) Level 11 32 Martin Place Sydney, NSW 2000 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| June 10, 2015 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: June 2015 Commission File Number: 001-36136 BlueNRGY Group Limited (Exact name of registrant as specified in its charter) Level 11 32 Martin Place Sydney NSW 2000 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| June 1, 2015 |
Exhibit 11.1 BlueNRGY Group Limited (“BlueNRGY”) Code of Conduct and Ethics This Code of Conduct and Ethics (the “Code”) sets standards for all directors, officers and employees of BlueNRGY Group Limited (“BG Persons”). BG Persons will pursue the highest standards of ethical conduct in the interests of shareholders and all other stakeholders. BG Persons are expected to become familiar with the Cod |
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| June 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F 20-F 1 v41201520f.htm FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 or x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2014 or ¨ Transition report pursuant to section 13 or |
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| June 1, 2015 |
Exhibit 13.1 CERTIFICATION OF WILLIAM MORRO, MANAGING DIRECTOR OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2014, as filed with the Securities and Exchange Commission on the date here |
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| June 1, 2015 |
Exhibit 12.1 CERTIFICATION I, William Morro, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| June 1, 2015 |
Certificate of Registration on Change of Name dated March 20, 2015. Exhibit 1.3 |
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| June 1, 2015 |
Exhibit 13.2 CERTIFICATION OF RICHARD PILLINGER, CHIEF FINANCIAL OFFICER OF BLUENRGY GROUP LIMITED PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BlueNRGY Group Limited (the “Company”) on Form 20-F for the period ending June 30, 2014, as filed with the Securities and Exchange Commission on the |
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| June 1, 2015 |
Exhibit 12.2 CERTIFICATION I, Richard Pillinger, certify that: 1. I have reviewed this annual report on Form 20-F of BlueNRGY Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| March 19, 2015 |
CBD Energy Ltd ABN 88 010 966 791 ex991.htm Exhibit 99.1 CBD Energy Ltd ABN 88 010 966 791 MINUTES of the general meeting of shareholders held at Level 2, Suite 2, 53 Cross Street, Double Bay NSW 2028 at 9.30AM on 12 March 2015. PRESENT: Mr William Morro - Chairperson Mr Richard Pillinger ? Company Secretary 7 members or their representatives (including Mr Morro & Mr Pillinger) PROXIES/ REPRESENTATION: A summary of proxy votes was |
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| March 19, 2015 |
BlueNRGY Group FORM 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: March 2015 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| March 19, 2015 |
CBD ENERGY LIMITED RENAMED BLUENRGY GROUP LIMITED ex992.htm Exhibit 99.2 CBD ENERGY LIMITED RENAMED BLUENRGY GROUP LIMITED Sydney, March 19, 2015 - CBD Energy Limited (NASDAQ:CBDE) (the "Company") announced today that it will change its name to BlueNRGY Group Limited. The name change was approved by the Company?s shareholders at an extraordinary general meeting held on March 12, 2015 and will be effected as soon as the Australian Securities and I |
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| February 11, 2015 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: February 2015 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| February 11, 2015 |
CBD ENERGY LIMITED AND BlueNRGY LLC COMBINE CBD ENERGY LIMITED EXITS VOLUNTARY ADMINISTRATION Exhibit 99.1 CBD ENERGY LIMITED AND BlueNRGY LLC COMBINE - CBD ENERGY LIMITED EXITS VOLUNTARY ADMINISTRATION Sydney – February 9, 2015 – CBD Energy Limited (NASDAQ:CBDE) (“CBD” or “Company”) and BlueNRGY LLC (“BlueNRGY”) announced that they completed a business combination on January 27, 2015. CBD is a diversified provider of renewable energy systems worldwide and BlueNRGY is a global energy data |
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| January 29, 2015 |
Deed of Variation of the Deed of Company Arrangement of CBD Energy Limited, dated January 27, 2015. Exhibit 10.2 Deed of Variation of the Deed of Company Arrangement of CBD Energy Limited ACN 010 966 793 (Subject to Deed of Company Arrangement) 27 January 2015 Sydney Level 16, 321 Kent Street, Sydney NSW 2000 PO Box Q1164, QVB Post Office, Sydney NSW 1230 t: +61 2 9373 3555 | f: +61 2 9373 3599 | DX 282 Sydney | www.sparke.com.au adelaide | brisbane | canberra | melbourne | newcastle | perth | p |
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| January 29, 2015 |
Exhibit 10.4 Deed of Variation of the Deed of Company Arrangement of Westinghouse Solar Pty Limited ACN 163 078 699 (Subject to Deed of Company Arrangement) 27 January 2015 Sydney Level 16, 321 Kent Street, Sydney NSW 2000 PO Box Q1164, QVB Post Office, Sydney NSW 1230 t: +61 2 9373 3555 | f: +61 2 9373 3599 | DX 282 Sydney | www.sparke.com.au adelaide | brisbane | canberra | melbourne | newcastle |
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| January 29, 2015 |
Amended and Restated Membership Interest Purchase Agreement, dated January 27, 2015 Exhibit 10.5 AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amended and Restated Membership Interest Purchase Agreement (this “Agreement”), is dated as of the 27th of January, 2015 (the “Effective Date”), and is entered into among BLUENRGY INTERNATIONAL HOLDINGS S.A., a Switzerland joint stock company (“BIH”), Yves-Regis Cotrel (“YC”), Emmanuel Cotrel (“EC”), Coastalview Capital |
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| January 29, 2015 |
Form of Subscription Agreement, dated January 27, 2015 Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2015, between CBD Energy Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, the parties desire that, upon the ter |
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| January 29, 2015 |
CBDEF / BlueNRGY Group Limited 6-K/A - Current Report of Foreign Issuer - FORM 6-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K/A (Amendment Number 1) REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: January 2015 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| January 29, 2015 |
Deed of Company Arrangement of CBD Energy Limited, dated December 24, 2014. Exhibit 10.1 Deed of Company Arrangement of CBD Energy Limited ACN 010 966 793 (Administrators Appointed) 24 December 2014 Sydney Level 16, 321 Kent Street, Sydney NSW 2000 PO Box Q1164, QVB Post Office, Sydney NSW 1230 t: +61 2 9373 3555 | f: +61 2 9373 3599 | DX 282 Sydney | www.sparke.com.au adelaide | brisbane | canberra | melbourne | newcastle | perth | port macquarie | sydney | upper hunter |
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| January 29, 2015 |
Deed of Company Arrangement of Westinghouse Solar Pty Limited, dated December 24, 2014. Exhibit 10.3 Deed of Company Arrangement of Westinghouse Solar Pty Limited ACN 163 078 699 (Administrators Appointed) 24 December 2014 Sydney Level 16, 321 Kent Street, Sydney NSW 2000 PO Box Q1164, QVB Post Office, Sydney NSW 1230 t: +61 2 9373 3555 | f: +61 2 9373 3599 | DX 282 Sydney | www.sparke.com.au adelaide | brisbane | canberra | melbourne | newcastle | perth | port macquarie | sydney | u |
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| January 29, 2015 |
Rights and Preferences of CBD Series B Preferred Shares as amended January 27, 2015. Exhibit 10.7 Rights and Preferences of CBD Series B Preferred Shares As amended January 27, 2015 The terms and conditions which apply to the Series B Preferred Shares (also known as “Class B Preferred Shares”) are as follows: A. Rights of Holder: Each Series B Preferred Share confers on the holder: (i) in liquidation: (a) the right to a preference over the holders of the Company’s ordinary shares |
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| January 28, 2015 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: January 2015 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| January 2, 2015 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: January 2015 Commission File Number: 001-36136 CBD Energy Limited (Administrators Appointed) (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| December 2, 2014 |
AMENDMENT TO CREDIT AGREEMENTS Exhibit 10.1 AMENDMENT TO CREDIT AGREEMENTS 14 November 2014 Mr William Morro Director CBD Energy Limited & Westinghouse Solar Pty Ltd Suite 2, Level 2 53 Cross Street Double Bay NSW 2028 Dear William CBD Energy Limited ACN 010 966 793 (CBD) and Westinghouse Solar Pty Ltd ACN 163 078 699 (Westinghouse) (collectively, the Companies) Set out below are the terms on which the Secured Creditor is prepa |
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| December 2, 2014 |
REVOLVING LOAN AND SECURITY AGREEMENT Exhibit 10.2 REVOLVING LOAN AND SECURITY AGREEMENT THIS REVOLVING LOAN AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of November 19, 2014 (the “Effective Date”), by and between GREEN EARTH DEVELOPERS, LLC, a Georgia limited liability company (“Borrower”), and WIND FARM FINANCING PTY LTD., a corporation organized under the laws of Australia (the “Secured Party”). W I |
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| December 2, 2014 |
www.cbdenergy.com www.westinghousesolar.com www.westinghousesolar.com.au www.westinghousesolar.co.uk Exhibit 99.2 CBD ENERGY LIMITED ANNOUNCES VOLUNTARY APPOINTMENT OF ADMINISTRATOR AND PLANS FOR OPERATING SUBSIDIARY BUSINESSES OUTSIDE ADMINISTRATION SYDNEY, Nov. 14, 2014 - CBD Energy Limited (NASDAQ:CBDE) (“CBD”) announced today that it has entered voluntary administration with the intention of reorganizing its affairs as quickly as practicable through a deed of company arrangement under Austral |
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| December 2, 2014 |
Nasdaq Halts CBD Energy Limited Exhibit 99.1 Nasdaq Halts CBD Energy Limited NEW YORK, Nov. 13, 2014 - The Nasdaq Stock Market® (Nasdaq:NDAQ) announced that trading was halted today in CBD Energy Limited (Nasdaq:CBDE) at 17:08:46 Eastern Time for "additional information requested" from the company at a last price of $0.90. Trading will remain halted until CBD Energy Limited has fully satisfied Nasdaq's request for additional inf |
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| December 2, 2014 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K 6-K 1 cbde6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: December 2014 Commission File Number: 001-36136 CBD Energy Limited (Administrators Appointed) (Exact name of registrant as specified in its charter) Suite 2-Level 2 5 |
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| November 13, 2014 |
CBD ENERGY ANNOUNCES RECEIPT OF NOTICE OF FAILURE TO MEET NASDAQ LISTING STANDARDS Exhibit 99.1 CBD ENERGY ANNOUNCES RECEIPT OF NOTICE OF FAILURE TO MEET NASDAQ LISTING STANDARDS NEW YORK, Nov. 12, 2014 - CBD Energy Limited (NASDAQ:CBDE) (“CBD”) announced today in a filing with the SEC on Form 6-K that the Company received a notice of failure to meet a NASDAQ listing standard related to its failure to timely file its annual report on Form 20-F. This announcement is being made as |
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| November 13, 2014 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: November 2014 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| October 31, 2014 |
CBDEF / BlueNRGY Group Limited NT 20-F - - NT 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response…………………….2.50 SEC FILE NUMBER 001-36136 CUSIP NUMBER (Check one): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2014 ¨ |
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| October 24, 2014 |
Luisa Ingargiola Joins CBD Energy Board of Directors Exhibit 99.1 FOR IMMEDIATE RELEASE Luisa Ingargiola Joins CBD Energy Board of Directors NEW YORK & SYDNEY– August 5, 2014 – CBD Energy Limited (NASDAQ:CBDE) today announced that Luisa Ingargiola has joined the Board as an independent Non-Executive Director, replacing Todd Barlow. Contemporaneous with her appointment to CBDE's Board, Ms. Ingargiola has been appointed to the Company's Audit and Comp |
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| October 24, 2014 |
Exhibit 99.3 CBD ENERGY ANNOUNCES Non-Reliance on Financial Statements and Interim Management & Governance Adjustments NEW YORK, Oct. 24, 2014 /PRNewswire/ - CBD Energy Limited (NASDAQ:CBDE) (“CBD”) announced today in a filing with the SEC on Form 6-K that the Company, through its Audit Committee, and in concert with PricewaterhouseCoopers, its independent registered public accounting firm, has de |
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| October 24, 2014 |
CBD Energy Announces Executive Management and Board Member Additions Exhibit 99.2 FOR IMMEDIATE RELEASE CBD Energy Announces Executive Management and Board Member Additions Sydney, AU – October 1, 2014 – CBD Energy Limited (NASDAQ: CBDE), a diversified clean energy company and leading global provider of solar systems, announced today that it has appointed several individuals to its executive management team and Board of Directors. Mr. Jeffrey Tischler has been appo |
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| October 24, 2014 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: October 2014 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| August 20, 2014 |
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 99.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”) is made as of August 19, 2014, by and among CBD ENERGY LIMITED, an Australian corporation (the “Company”) and the persons who are signatories to this Amendment (collectively, the “Purchasers” and individually, a “Purchaser”). RECITALS A. The Company and the undersig |
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| August 20, 2014 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: August 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| July 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: July 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| July 30, 2014 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2014, between CBD Energy Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, the parties desire that, upon the term |
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| July 30, 2014 |
ORDINARY SHARE PURCHASE WARRANT CBD ENERGY LIMITED Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| July 8, 2014 |
CBDEF / BlueNRGY Group Limited 6-K - Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: July 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| July 8, 2014 |
CBD Energy Acquires Green Earth Developers FOR IMMEDIATE RELEASE CBD Energy Acquires Green Earth Developers · Enhances U.S. construction capability for solar projects · Delivers an experienced executive team with deep industry experience · More than 50% of the acquisition cost paid for with restricted stock · Over 11.5MW installed in the past year with a strong pipeline New York, NY/ Sydney, AU – July 7, 2014 – CBD Energy Limited (CBD; NAS |
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| June 18, 2014 |
CBD Energy Limited Announces Pricing of Public Offering of Ordinary Shares FOR IMMEDIATE RELEASE CBD Energy Limited Announces Pricing of Public Offering of Ordinary Shares Sydney, AU and New York, NY — June 13, 2014 — CBD Energy Limited (NASDAQ: CBDE) today announced the pricing of its public offering of 1,810,000 ordinary shares, at an offering price of $4. |
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| June 18, 2014 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: June 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| June 18, 2014 |
CBD Energy Limited Announces Closing of Public Offering of Ordinary Shares FOR IMMEDIATE RELEASE CBD Energy Limited Announces Closing of Public Offering of Ordinary Shares Sydney, AU/New York, NY — June 18, 2014 — CBD Energy Limited (NASDAQ: CBDE), a diversified clean energy company and leading provider of solar installations worldwide, having completed more than 17,000 residential installations in Australia and numerous commercial and utility-scale systems worldwide, today announced the closing of its public offering of 1,810,000 ordinary shares, at an offering price of $4. |
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| June 16, 2014 |
Filed pursuant to Rule 424(b)(4) Registration No. 333-194780 PROSPECTUS CBD ENERGY LIMITED 1,810,000 Ordinary Shares We are offering 1,810,000 ordinary shares offered by this prospectus. We are offering all of the shares being offered hereby. Our ordinary shares have been approved for listing on The NASDAQ Capital Market under the symbol “CBDE.” We are an “emerging growth company” as that term is |
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| June 11, 2014 |
FWP 1 v381191fwp.htm FWP Issuer Free Writing Prospectus dated June 11, 2014 Filed Pursuant to Rule 433 Relating to the Preliminary Prospectus dated June 4, 2014 and Registration Statement No. 333-194780 CBD ENERGY LIMITED. This free writing prospectus relates only to the ordinary shares described below and should be read together with the preliminary prospectus, dated June 4, 2014 (the “Preliminar |
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| June 11, 2014 |
June 11, 2014 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N. |
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| June 11, 2014 |
CBD Energy Limited Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA June 11, 2014 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| June 11, 2014 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: June 2014 Commission File Number: 001-36136 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| June 4, 2014 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: June 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| June 4, 2014 |
As filed with the Securities and Exchange Commission on June 4, 2014 Registration No. |
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| June 4, 2014 |
[SIGNATURES ON THE FOLLOWING PAGE] EXCHANGE AGREEMENT (the “Agreement”) is made as of May 30, 2014 (the “Effective Date”), by and between CBD Energy Limited, an Australian corporation (the “Company”), and Wind Farm Financing Pty Ltd (the “Noteholder”). |
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| May 23, 2014 |
We have the power to be smarter Investor Presentation May 22, 2014 OTCBB : CBDNF cbdenergy. |
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| May 21, 2014 |
Issuer Free Writing Prospectus dated May 21, 2014 Filed Pursuant to Rule 433 Relating to the Preliminary Prospectus dated May 8, 2014 and Registration Statement No. |
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| May 21, 2014 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: May 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F. |
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| May 19, 2014 |
FOR IMMEDIATE RELEASE Westinghouse Solar to provide loans for U.S. residential solar installations $20 million of financing available to fund up to 5MW of solar capacity, 1,000 home installations New York, NY – May 19, 2014 – CBD Energy Limited (CBD; OTCBB: CBDNF) today announced that Westinghouse Solar, its U.S. subsidiary, will begin offering financing of up to $45,000 on residential solar syste |
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| May 19, 2014 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: May 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| May 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CBD Energy Limited (Exact name of registrant as specified in its charter) Australia (State of incorporation or organization) Not Applicable (I.R.S. Employer Identification No.) Suite 2-Level 2 53 |
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| May 16, 2014 |
We have the power to be smarter Investor Presentation May 15, 2014 OTCBB : CBDNF cbdenergy. |
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| May 14, 2014 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: May, 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| May 14, 2014 |
FOR IMMEDIATE RELEASE CBD Energy Announces AU$1M+ Commercial Solar Installation New Westinghouse Solar commercial installation to cover nine senior-care facilities Sydney, AU – May 14, 2014 – CBD Energy Limited, or CBD, (OTCBB: CBDNF) today announced that its Westinghouse Solar subsidiary has finalized a contract to provide commercial solar systems to nine aged care facilities in Australia. |
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| May 9, 2014 |
CBD ENERGY LIMITED UNDERWRITER WARRANT [___________] Ordinary Shares [____], 2014 Exhibit 10.23 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APP |
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| May 9, 2014 |
As filed with the Securities and Exchange Commission on May 8, 2014 Registration No. |
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| May 9, 2014 |
CBD ENERGY LIMITED _______ ORDINARY shares UNDERWRITING AGREEMENT Exhibit 1.1 CBD ENERGY LIMITED ORDINARY shares UNDERWRITING AGREEMENT , 2014 National Securities Corporation 410 Park Avenue 14th Floor New York, NY 10022 Northland Securities, Inc. 45 South 7th Street, Suite 2000 Minneapolis, MN 55402 Ladies and Gentlemen: CBD Energy Limited, a corporation formed under the laws of Australia (the “Company”) proposes, subject to the terms and conditions stated here |
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| May 9, 2014 |
CBD Energy Limited 2014 Equity Plan CBD Energy Limited 2014 Equity Plan TABLE OF CONTENTS Page 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. DEFINITIONS AND CONSTRUCTION 1 2.1 Definitions 1 2.2 Construction 6 3. ADMINISTRATION 6 3.1 Administration by the Committee 6 3.2 Authority of Officers 6 3.3 Administration with Respect to Insiders 7 3.4 Committee Complying with Section 162 |
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| May 8, 2014 |
May 8, 2014 Amanda Ravitz Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CBD Energy Limited Registration Statement on Form F-1 Filed April 24, 2014 File No. 333-194780 Dear Ms. Ravitz: On behalf of our client, CBD Energy Limited, a corporation formed under the laws of Australia (the “Company”), we hereby provide responses to comments (the “ |
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| April 24, 2014 |
Exhibit 10.24 Loan Facility Agreement CBD Energy Limited ACN 010 966 793 Wind Farm Financing Pty Limited ACN 165 836 760 Contents Clause Number Heading Page Recital 4 Operative provisions 4 1 Definitions and Interpretation 4 1.1 Definitions 4 1.2 Interpretation 8 1.3 Document or agreement 9 2 Condition precedent 9 3 Facility & purpose 9 3.1 Facility 9 3.2 Purpose 10 3.3 Drawdowns 10 4 Interest on |
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| April 24, 2014 |
As filed with the Securities and Exchange Commission on April 24, 2014 Registration No. |
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| April 24, 2014 |
599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith. |
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| April 3, 2014 |
FOR IMMEDIATE RELEASE CBD Energy Limited to Acquire Green Earth Developers LLC Acquisition expected to accelerate CBD’s expansion into U. |
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| April 3, 2014 |
Current Report of Foreign Issuer - FORM 6-K 6-K 1 v3737856k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: April, 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, |
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| March 25, 2014 |
As filed with the Securities and Exchange Commission on March 25, 2014 Registration No. |
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| March 11, 2014 |
CBDEF / BlueNRGY Group Limited / Brio Capital Master Fund Ltd. - SCHEDULE 13G Passive Investment SC 13G 1 sc13g0314briocapcbdenergy.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) CBD ENERGY LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(c) |
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| March 7, 2014 |
CBDEF / BlueNRGY Group Limited / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) CBD ENERGY LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(c) *The remainder of this cover page shall be filled ou |
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| March 5, 2014 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: March, 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| March 5, 2014 |
EXHIBIT 99.1 FOR IMMEDIATE RELEASE CBD Energy Limited to Develop Rooftop Solar Installations in 22 UK Schools Systems expected to generate annual output of ~1.09Gwh, estimated $7.8M of revenue over lifetime of installations Sydney, AU – March 5, 2014 – CBD Energy Limited (OTC: CBDNF) today confirmed the company has secured the rights to develop 1.25MWp (megawatt-peak) of rooftop solar installation |
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| February 24, 2014 |
CBD Energy Limited Appoints New U.S. Director EXHIBIT 99.1 CBD Energy Limited Appoints New U.S. Director NEW YORK, February 24, 2014 – CBD Energy, Ltd. (OTCBB: CBDNF)(“CBD”, the “Company”) is pleased to announce the appointment of William C. Morro to its Board of Directors and as its Audit Committee Chair. Mr. Morro brings to CBD three decades of senior executive and board experience with more than 20 companies, both public and private, in wh |
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| February 24, 2014 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: February, 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| February 11, 2014 |
Subscription agreement dated 5 February, 2014 Parties [Subscriber Name and address] (the Subscriber) CBD Energy Limited ACN 010 966 793 of Suite 2, Level 2 53 Cross Street, Double Bay, New South Wales, Australia 2028 (the Company) Background A. |
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| February 11, 2014 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934 For the Month of: February 2014 Commission File Number: 000-55134 CBD Energy Limited (Exact name of registrant as specified in its charter) Suite 2-Level 2 53 Cross Street Double Bay, Sydney, NSW 2028 AUSTRALIA (Address of principal executive offices) N/A (Former name or former address) Indicate by check mark whether the registrant files or will file annual reports under cover of From 20-F or 40-F. |
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| February 11, 2014 |
CBD Energy Limited Begins Trading on the OTCBB Under the Ticker Symbol “CBDNF” CBD Energy Limited Begins Trading on the OTCBB Under the Ticker Symbol “CBDNF” NEW YORK-(BUSINESS WIRE)- CBD Energy, Ltd. |
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| February 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| February 3, 2014 |
Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 212 521 5400 Fax 212 521 5450 reedsmith. |
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| January 30, 2014 |
Exhibit 4.17 LICENSE AGREEMENT This License Agreement (“Agreement”) is made by and between Westinghouse Electric Corporation, a Delaware corporation, having a principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as "Westinghouse"), and CBD Energy Limited (ACN 010 966 973), a Australian company, having a principal place of business at 53 Cross Street Doubl |
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| January 30, 2014 |
EXHIBIT 4.16 Bond Instrument This Bond Instrument, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is being issued by Secured Energy Bonds plc, which accepts responsibility for the information contained herein. This Invitation Document has been approved as a financial promotion for UK publication by Independent Portfolio Managers Limite |
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| January 30, 2014 |
Exhibit 4.10 Regional Queensland Investment Incentives Scheme Agreement State of Queensland ("State") The Grantee stated in the Reference Schedule ("Grantee") eco-Kinetics Pty Ltd (ABN 56 123 950 256) Contents 1 Consideration 2 Agreement period 3 Financial Assistance 4 Pre-conditions to the provision of Financial Assistance 4.1 Pre-conditions 4.2 Request for further information 4.3 State not oblig |
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| January 30, 2014 |
Second Deed of Amendment and Restatement - Facility Agreement Exhibit 2.1 Partners For Growth III, L.P. and The entities listed in Schedule 1 and The entities listed in Schedule 2 Second Deed of Amendment and Restatement - Facility Agreement Arnold Bloch Leibler Ref: BNM: DLM 011720976 ABL/2636636v5 THIS DEED is made on 13 February 2013 PARTIES PARTNERS FOR GROWTH III, L.P. of 150 Pacific Avenue, San Francisco CA 94111 (“PFG”) and THE ENTITIES LISTED IN SCHE |
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| January 30, 2014 |
v352312ex15-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing Exhibit 15.1 |
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| January 30, 2014 |
Exhibit 2.2 Westpac Banking Corporation ABN 33007457141 Business Finance Agreement 1 November 2011 To: ECO-KINETICS PTY LTD ACN: 123 950 256 We are pleased to offer finance as detailed in the following sections and attachments to this letter: · FINANCE DETAILS Page 2 This schedule details the Facilities, including the finance amount, term, repayment arrangements, interest rate and fees payable. DE |
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| January 30, 2014 |
AMENDMENT TO SUBLICENSE AGREEMENT Exhibit 4.7 AMENDMENT TO SUBLICENSE AGREEMENT This amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westingh |
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| January 30, 2014 |
CBD Energy Limited Suite 2 – Level 2 53 Cross Street, Double Bay Sydney, NSW 2028 January 30, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 30, 2014 |
Exhibit 4.6 EXECUTION VERSION SUBLICENSE AGREEMENT This sublicense agreement (“Sublicense Agreement”) commences on the Effective Date and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc., a Delaware corpora |
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| January 30, 2014 |
EX-4.4 13 v366545ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 EXECUTED ORIGINAL Share Sale Agreement Parties Kerama Energy Pty Ltd ACN 154 011 659 (Purchaser) CBD Labs Pty Ltd ACN 130 054 625 (Seller) CBD Energy Limited ACN 010 966 793 (Guarantor) Contents 1 Definitions and interpretation 2 2 Conditions precedent 9 3 Sale and purchase 10 4 Purchase Price 10 5 Books and Records 12 6 Completion 12 7 After Comp |
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| January 30, 2014 |
Amending Deed – New Convertible Notes Exhibit 4.15 Amending Deed – New Convertible Notes CBD Energy Limited ACN 010 966 793 Each entity listed in Schedule 1 Wind Farm Financing Pty Limited ACN 165 836 760 Wind Farm Financing Pty Limited ACN 165 836 760 in its capacity as attorney for Sligo Investments Limited and Brio Capital, L.P. pursuant to section 8.21 of the Facility Agreement Sydney Level 16, 321 Kent Street, Sydney NSW 2000 PO |
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| January 30, 2014 |
EXHIBIT 2.5 The Board of Directors Washington H. Soul Pattinson & Co Limited First Floor 160 Pitt Street Mall Sydney NSW 2000 28 May 2012 Dear Sirs, Loan to CBD Energy Limited (ABN 88 010 966 793) CBD Energy Limited ABN 88 010 966 793 Registered Office Suite 2 – Level 2 53 Cross Street Double Bay Sydney NSW 2028 Ph +60 2 9363 9920 Fax+61 2 9363 9955 [email protected] www.cbdenergy.com.au C |
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| January 30, 2014 |
Exhibit 2.3 Bond Instrument This Instrument, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is being issued by Energy Bonds plc, which accepts responsibility for the information contained herein. This Invitation Document has been approved as a financial promotion for UK publication by Cairn Financial Advisers LLP, 61 Cheapside, London |
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| January 30, 2014 |
Exhibit 4.3 Dated 2012 Share Sale Agreement Parties RES Southern Cross Pty Ltd ABN 79 106 640 206 Taralga Wind Farm Nominees No 1 Pty Ltd as trustee of the Taralga Wind Farm Land Trust ACN 159 439 611 Renewable Energy Systems Limited CBD Energy Limited ACN 010 966 793 Capital Riesgo Global , Sociedad de Capital Riesgo de Régimen Simplificado, S.A. Norton Rose Australia Grosvenor Place, 225 George |
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| January 30, 2014 |
Constitution, as amended, dated December 20, 2000 Exhibit 1.1 cbdonline 5 June 2002 Ms Kate Kidson Senior Companies Advisor Australian Stock Exchange Limited Level 3, Stock Exchange Centre 530 Collins Street Melbourne Vic 3000 Dear Ms Kidson CBD Online Limited ("the Company") As requested, please find enclosed a copy of the Company's Constitution. If you have any queries on this matter, please feel free to contact me on 9623 6091. Yours sincerely |
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| January 30, 2014 |
Schedule 1 - Reference Schedule EX-4.11 20 v366545ex4-11.htm EXHIBIT 4.11 Exhibit 4.11 Deed of Variation State of Queensland, represented by the Department of Employment, Economic Development, and Innovation, Brisbane, 4000 (ABN 24 830 236 406) and eco-Kinetics Pty Ltd (ABN 56 123 950 256) Deed of Variation Table of Contents 1. Definitions and Interpretation 3 2. Variation of Principal Agreement 3 3. Costs 4 4. Further Assurance |
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| January 30, 2014 |
AMENDMENT NO. 1 WAIVER AND AGREEMENT Exhibit 4.9 AMENDMENT NO. 1 TO WAIVER AND AGREEMENT THIS AMENDMENT NO. 1 (the “Amendment”) is executed on September 21, 2012, with effectiveness as of August 14, 2012, by and among Alpha Capital Anstalt, an “anstalt” organized under the laws of Liechtenstein (the “Stockholder”), Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and CBD Energy Limited, an Australian corporation (the |
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| January 30, 2014 |
Exhibit 4.5 MASTER ACQUISITION AGREEMENT DATED DECEMBER 2012 PRIME RENEWABLES GMBH and ECO-KINETICS NETHERLANDS HOLDING B.V. relating to the acquisition of photovoltaic projects ALLEN & OVERY Studio Legale Associato INDEX Page Clause 1. Recitals and Schedules 4 2. Definitions and Interpretations 4 3. Sale and Purchase of the Shares 5 4. Enel Receivables 6 5. Conditions to Closing 6 6. Pre-Closing |
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| January 30, 2014 |
BINDING TERM SHEET FOR PV MODULE PRODUCTION PLANT IN QUEENSLAND Exhibit 4.12 BINDING TERM SHEET FOR PV MODULE PRODUCTION PLANT IN QUEENSLAND This term sheet has been executed by the Parties this 8th day of March 2013 Parties CBE Energy Limited ACN 010 966 793 suite 2, level 2, 53 Cross Street Double Bay NSW 2028 ("CBD"); and Environmental Engineering Group Pty Ltd ACN 155 477 268 of 30 Stolle Court, Oxenford QLD 4210 ("New Co"), each referred to herein as a "P |
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| January 30, 2014 |
Exhibit 4.2 Securityholders' Deed DATED 2012 TARALGA WIND FARM NOMINEES NO 1 PTY LIMITED AND TARALGA WIND FARM NOMINEES NO 2 PTY LIMITED AND TARALGA HOLDING NOMINEES 1 PTY LIMITED AND TARALGA HOLDING NOMINEES 2 PTY LIMITED AND TARALGA WIND FARM PTY LIMITED AND CAPITAL RIESGO GLOBAL S.C.R. de REGIMEN SIMPLIFICADO S.A. AND CBD ENERGY LIMITED 0016597-0000106 AU:2293888.4 Contents Clause Page 1. Inter |
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| January 30, 2014 |
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER Exhibit 4.18 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger dated as of May 7, 2012 (the “Merger Agreement”) is made as of September 21, 2012, by and among CBD Energy Limited, an Australian corporation (“CBD” or the “Parent”), CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger |
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| January 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| January 30, 2014 |
Exhibit 2.6 The Directors CBD Energy Limited Suite 2, Level 2 53 Cross Street Double Bay NSW 2028 Dear Sirs Facilities between CBD Energy Limited and Wind Farm Financing Pty Ltd (among others) 1 Interpretation 1.1 We refer to: (a) the Convertible Note Facility Agreement dated 30 May 2012 originally between, among others, CBD Energy Limited (Borrower), Brio Capital L.P. (Brio), Sligo Investments Li |
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| January 30, 2014 |
Exhibit 4.13 EXECUTION VERSION SOLAR SYSTEM INSTALLATION AGREEMENT BY AND BETWEEN NAUTILUS SOLAR LINDENWOLD BOE, LLC, as System Owner AND CBD ENERGY LIMITED as Supplier as of July 6, 2012 SOLAR SYSTEM INSTALLATION AGREEMENT TABLE OF CONTENTS Page ARTICLE I SCOPE OF WORK; RELATIONSHIP OF PARTIES 1 Section 1.1 Engagement; Scope of Work 1 Section 1.2 Relationship of the Parties 2 ARTICLE II DEFINITIO |
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| January 30, 2014 |
EX-4.1 10 v366545ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EQUITY CONTRIBUTION Agreement DATED 2012 TARALGA WIND FARM NOMINEES NO 1 PTY LIMITED AND TARALGA WIND FARM NOMINEES NO 2 PTY LIMITED AND TARALGA HOLDING NOMINEES 1 PTY LIMITED AND TARALGA HOLDING NOMINEES 2 PTY LIMITED CAPITAL RIESGO GLOBAL S.C.R. de REGIMEN SIMPLIFICADO S.A. BANCO SANTANDER, S.A. HONG KONG BRANCH AND CBD ENERGY LIMITED 0016597-00 |
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| January 30, 2014 |
Exhibit 4.14 Share Sale Agreement Parties Ampcontrol Pty Ltd ACN 000 915 542 (Purchaser) CBD Energy Limited ACN 010 966 793 (Seller) Contents 1 Definitions and interpretation 2 2 Conditions precedent 10 3 Sale and purchase 11 4 Completion Balance Sheet 11 5 Purchase Price 12 6 Escrow Payments 13 7 Books and Records 14 8 Completion 14 9 After Completion 16 10 Payments 16 11 Seller Warranties 17 12 |
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| January 30, 2014 |
EX-4.8 17 v366545ex4-8.htm EXHIBIT 4.8 Exhibit 4.8 Execution Version AGREEMENT AND PLAN OF MERGER between Westinghouse Solar, Inc., CBD Energy Limited, and CBD-WS Merger Sub, INc. May 7, 2012 Table of Contents Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 2 Section 1.3 Closing 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Directors and Officers |
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| January 30, 2014 |
Exhibit 2.4 9th February 2011 The Directors Washington H. Soul Pattinson And Company Limited First Floor 160 Pitt Street Mall Sydney NSW 2000 Dear Sirs Loan to CBD Energy Limited (ABN 88 010 966 793) CBD Energy Limited (ABN 88 010 966 793) (the Company) has requested Washington H. Soul Pattinson And Company Limited (ABN 49 000 002 728) (WHSP) to provide a loan of AUD$10 million to the Company. Thi |
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| January 30, 2014 |
Certificate of Registration dated March 11, 2010. Exhibit 1.2 |
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| January 28, 2014 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form 20-F of CBD Energy Limited of our reports dated December 20, 2013 relating to the financial statements of CBD Energy Limited, which appear in such Registration Statement. |
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| January 28, 2014 |
January 27, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N. |
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| January 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| January 27, 2014 |
Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 212 521 5400 Fax 212 521 5450 reedsmith. |
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| December 20, 2013 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form 20-F of CBD Energy Limited of our reports dated December 20, 2013 relating to the financial statements of CBD Energy Limited, which appear in such Registration Statement. |
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| December 20, 2013 |
Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 212 521 5400 Fax 212 521 5450 reedsmith. |
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| December 20, 2013 |
The Directors CBD Energy Limited Suite 2, Level 2 53 Cross Street Double Bay NSW 2028 Dear Sirs Facilities between CBD Energy Limited and Wind Farm Financing Pty Ltd (among others) 1 Interpretation 1. |
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| December 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| October 15, 2013 |
9th February 2011 The Directors Washington H. Soul Pattinson And Company Limited First Floor 160 Pitt Street Mall Sydney NSW 2000 Dear Sirs Loan to CBD Energy Limited (ABN 88 010 966 793) CBD Energy Limited (ABN 88 010 966 793) (the Company) has requested Washington H. Soul Pattinson And Company Limited (ABN 49 000 002 728) (WHSP) to provide a loan of AUD$10 million to the Company. This letter (th |
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| October 15, 2013 |
Regional Queensland Investment Incentives Scheme Agreement State of Queensland ("State") The Grantee stated in the Reference Schedule ("Grantee") eco-Kinetics Pty Ltd (ABN 56 123 950 256) Contents 1 Consideration 2 Agreement period 3 Financial Assistance 4 Pre-conditions to the provision of Financial Assistance 4. |
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| October 15, 2013 |
AMENDMENT NO. 1 WAIVER AND AGREEMENT Exhibit 4.9 AMENDMENT NO. 1 TO WAIVER AND AGREEMENT THIS AMENDMENT NO. 1 (the “Amendment”) is executed on September 21, 2012, with effectiveness as of August 14, 2012, by and among Alpha Capital Anstalt, an “anstalt” organized under the laws of Liechtenstein (the “Stockholder”), Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and CBD Energy Limited, an Australian corporation (the |
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| October 15, 2013 |
EX-4.4 12 v357156ex4-4.htm EXHIBIT 4.4 EXECUTED ORIGINAL Share Sale Agreement Parties Kerama Energy Pty Ltd ACN 154 011 659 (Purchaser) CBD Labs Pty Ltd ACN 130 054 625 (Seller) CBD Energy Limited ACN 010 966 793 (Guarantor) Contents 1 Definitions and interpretation 2 2 Conditions precedent 9 3 Sale and purchase 10 4 Purchase Price 10 5 Books and Records 12 6 Completion 12 7 After Completion 14 8 |
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| October 15, 2013 |
Execution Version AGREEMENT AND PLAN OF MERGER between Westinghouse Solar, Inc., CBD Energy Limited, and CBD-WS Merger Sub, INc. May 7, 2012 Table of Contents Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 2 Section 1.3 Closing 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Directors and Officers of the Surviving Corporation; Directors of Parent 2 |
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| October 15, 2013 |
EXECUTION VERSION SUBLICENSE AGREEMENT This sublicense agreement (“Sublicense Agreement”) commences on the Effective Date and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc. |
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| October 15, 2013 |
EX-2.3 6 v357156ex2-3.htm EXHIBIT 2.3 Bond Instrument This Instrument, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is being issued by Energy Bonds plc, which accepts responsibility for the information contained herein. This Invitation Document has been approved as a financial promotion for UK publication by Cairn Financial Advisers |
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| October 15, 2013 |
EXECUTION VERSION SOLAR SYSTEM INSTALLATION AGREEMENT BY AND BETWEEN NAUTILUS SOLAR LINDENWOLD BOE, LLC, as System Owner AND CBD ENERGY LIMITED as Supplier as of July 6, 2012 SOLAR SYSTEM INSTALLATION AGREEMENT TABLE OF CONTENTS Page ARTICLE I SCOPE OF WORK; RELATIONSHIP OF PARTIES 1 Section 1. |
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| October 15, 2013 |
LICENSE AGREEMENT This License Agreement (“Agreement”) is made by and between Westinghouse Electric Corporation, a Delaware corporation, having a principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as "Westinghouse"), and CBD Energy Limited (ACN 010 966 973), a Australian company, having a principal place of business at 53 Cross Street Double Bay, Suite 2 — Level 2, Sydney NSW Australia 2028 (hereinafter referred to as "Licensee"). |
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| October 15, 2013 |
Securityholders' Deed DATED 2012 TARALGA WIND FARM NOMINEES NO 1 PTY LIMITED AND TARALGA WIND FARM NOMINEES NO 2 PTY LIMITED AND TARALGA HOLDING NOMINEES 1 PTY LIMITED AND TARALGA HOLDING NOMINEES 2 PTY LIMITED AND TARALGA WIND FARM PTY LIMITED AND CAPITAL RIESGO GLOBAL S. |
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| October 15, 2013 |
EXHIBIT 4.16 Bond Instrument This Bond Instrument, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is being issued by Secured Energy Bonds plc, which accepts responsibility for the information contained herein. This Invitation Document has been approved as a financial promotion for UK publication by Independent Portfolio Managers Limite |
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| October 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| October 15, 2013 |
Share Sale Agreement Parties Ampcontrol Pty Ltd ACN 000 915 542 (Purchaser) CBD Energy Limited ACN 010 966 793 (Seller) Contents 1 Definitions and interpretation 2 2 Conditions precedent 10 3 Sale and purchase 11 4 Completion Balance Sheet 11 5 Purchase Price 12 6 Escrow Payments 13 7 Books and Records 14 8 Completion 14 9 After Completion 16 10 Payments 16 11 Seller Warranties 17 12 Seller Limita |
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| October 15, 2013 |
EXHIBIT 2.5 The Board of Directors Washington H. Soul Pattinson & Co Limited First Floor 160 Pitt Street Mall Sydney NSW 2000 28 May 2012 Dear Sirs, Loan to CBD Energy Limited (ABN 88 010 966 793) CBD Energy Limited ABN 88 010 966 793 Registered Office Suite 2 – Level 2 53 Cross Street Double Bay Sydney NSW 2028 Ph +60 2 9363 9920 Fax+61 2 9363 9955 [email protected] www.cbdenergy.com.au C |
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| October 15, 2013 |
cbdonline 5 June 2002 Ms Kate Kidson Senior Companies Advisor Australian Stock Exchange Limited Level 3, Stock Exchange Centre 530 Collins Street Melbourne Vic 3000 Dear Ms Kidson CBD Online Limited ("the Company") As requested, please find enclosed a copy of the Company's Constitution. |
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| October 15, 2013 |
EX-1.2 3 v357156ex1-2.htm EXHIBIT 1.2 |
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| October 15, 2013 |
v352312ex15-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| October 15, 2013 |
Second Deed of Amendment and Restatement - Facility Agreement Partners For Growth III, L.P. and The entities listed in Schedule 1 and The entities listed in Schedule 2 Second Deed of Amendment and Restatement - Facility Agreement Arnold Bloch Leibler Ref: BNM: DLM 011720976 ABL/2636636v5 THIS DEED is made on 13 February 2013 PARTIES PARTNERS FOR GROWTH III, L.P. of 150 Pacific Avenue, San Francisco CA 94111 (“PFG”) and THE ENTITIES LISTED IN SCHEDULE 1 (coll |
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| October 15, 2013 |
EQUITY CONTRIBUTION Agreement DATED 2012 TARALGA WIND FARM NOMINEES NO 1 PTY LIMITED AND TARALGA WIND FARM NOMINEES NO 2 PTY LIMITED AND TARALGA HOLDING NOMINEES 1 PTY LIMITED AND TARALGA HOLDING NOMINEES 2 PTY LIMITED CAPITAL RIESGO GLOBAL S. |
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| October 15, 2013 |
BINDING TERM SHEET FOR PV MODULE PRODUCTION PLANT IN QUEENSLAND BINDING TERM SHEET FOR PV MODULE PRODUCTION PLANT IN QUEENSLAND This term sheet has been executed by the Parties this 8th day of March 2013 Parties CBE Energy Limited ACN 010 966 793 suite 2, level 2, 53 Cross Street Double Bay NSW 2028 ("CBD"); and Environmental Engineering Group Pty Ltd ACN 155 477 268 of 30 Stolle Court, Oxenford QLD 4210 ("New Co"), each referred to herein as a "Party" and collectively as the "Parties" Background 1. |
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| October 15, 2013 |
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger dated as of May 7, 2012 (the “Merger Agreement”) is made as of September 21, 2012, by and among CBD Energy Limited, an Australian corporation (“CBD” or the “Parent”), CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and We |
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| October 15, 2013 |
EX-4.5 13 v357156ex4-5.htm EXHIBIT 4.5 MASTER ACQUISITION AGREEMENT DATED DECEMBER 2012 PRIME RENEWABLES GMBH and ECO-KINETICS NETHERLANDS HOLDING B.V. relating to the acquisition of photovoltaic projects ALLEN & OVERY Studio Legale Associato INDEX Page Clause 1. Recitals and Schedules 4 2. Definitions and Interpretations 4 3. Sale and Purchase of the Shares 5 4. Enel Receivables 6 5. Conditions t |
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| October 15, 2013 |
Amending Deed – New Convertible Notes Amending Deed – New Convertible Notes CBD Energy Limited ACN 010 966 793 Each entity listed in Schedule 1 Wind Farm Financing Pty Limited ACN 165 836 760 Wind Farm Financing Pty Limited ACN 165 836 760 in its capacity as attorney for Sligo Investments Limited and Brio Capital, L. |
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| October 15, 2013 |
Schedule 1 - Reference Schedule Deed of Variation State of Queensland, represented by the Department of Employment, Economic Development, and Innovation, Brisbane, 4000 (ABN 24 830 236 406) and eco-Kinetics Pty Ltd (ABN 56 123 950 256) Deed of Variation Table of Contents 1. |
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| October 15, 2013 |
AMENDMENT TO SUBLICENSE AGREEMENT AMENDMENT TO SUBLICENSE AGREEMENT This amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc. |
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| October 15, 2013 |
Dated 2012 Share Sale Agreement Parties RES Southern Cross Pty Ltd ABN 79 106 640 206 Taralga Wind Farm Nominees No 1 Pty Ltd as trustee of the Taralga Wind Farm Land Trust ACN 159 439 611 Renewable Energy Systems Limited CBD Energy Limited ACN 010 966 793 Capital Riesgo Global , Sociedad de Capital Riesgo de Régimen Simplificado, S. |
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| October 15, 2013 |
Westpac Banking Corporation ABN 33007457141 Business Finance Agreement 1 November 2011 To: ECO-KINETICS PTY LTD ACN: 123 950 256 We are pleased to offer finance as detailed in the following sections and attachments to this letter: · FINANCE DETAILS Page 2 This schedule details the Facilities, including the finance amount, term, repayment arrangements, interest rate and fees payable. |
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| October 15, 2013 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form 20-F of CBD Energy Limited of our reports dated October 14, 2013 relating to the financial statements of CBD Energy Limited, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Stat |
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| October 15, 2013 |
Yvan-Claude Pierre Direct Phone: 1 212 549 0378 Email: [email protected] Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 212 521 5400 Fax 212 521 5450 reedsmith.com October 14, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Amanda Ravitz, Assistant Director Re: CBD Energy Limited Registration State |
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| August 9, 2013 |
v352312ex1-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
CBD Energy Limited ABN 88 010 966 793 The Board of Directors Registered Office Washington H. |
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| August 9, 2013 |
MASTER ACQUISITION AGREEMENT DATED DECEMBER 2012 PRIME RENEWABLES GMBH and ECO-KINETICS NETHERLANDS HOLDING B. |
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| August 9, 2013 |
v352312ex15-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
AMENDMENT TO SUBLICENSE AGREEMENT AMENDMENT TO SUBLICENSE AGREEMENT This amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc. |
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| August 9, 2013 |
v352312ex2-3 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
Schedule 1 - Reference Schedule Deed of Variation State of Queensland, represented by the Department of Employment, Economic Development, and Innovation, Brisbane, 4000 (ABN 24 830 236 406) and eco-Kinetics Pty Ltd (ABN 56 123 950 256) Deed of Variation Table of Contents 1. |
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| August 9, 2013 |
v352312ex4-12 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
EX-4.3 11 filename11.htm |
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| August 9, 2013 |
BANK COPY Please sign & return Westpac Banking Corporation ABN 33 007 457 141 BANK COPY Please sign & return Commercial Banking 19-21 Bay Street Southport, QLD 4215 THE DIRECTORS ECO-KINETICS PTY LTD 6/6 QUINNS HILL EAST RD STAPYLTON QLD 4207 Telephone (07) 55065964 Facsimile (07) 55995094 Our Ref: 56685020 Your Ref: 101304062 1 November 2011 Dear Sir/Madam, Thank you for the opportunity to discuss your finance requirements. |
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| August 9, 2013 |
EXECUTION VERSION SOLAR SYSTEM INSTALLATION AGREEMENT BY AND BETWEEN NAUTILUS SOLAR LINDENWOLD BOE, LLC, as System Owner AND CBD ENERGY LIMITED as Supplier as of July 6, 2012 SOLAR SYSTEM INSTALLATION AGREEMENT TABLE OF CONTENTS Page ARTICLE I SCOPE OF WORK; RELATIONSHIP OF PARTIES 1 Section 1. |
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| August 9, 2013 |
EXECUTED ORIGINAL Share Sale Agreement Parties Kerama Energy Pty Ltd ACN 154 011 659 (Purchaser) CBD Labs Pty Ltd ACN 130 054 625 (Seller) CBD Energy Limited ACN 010 966 793 (Guarantor) Contents 1 Definitions and interpretation 2 2 Conditions precedent 9 3 Sale and purchase 10 4 Purchase Price 10 5 Books and Records 12 6 Completion 12 7 After Completion 14 8 Guarantee of Seller by Guarantor 14 9 P |
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| August 9, 2013 |
cbdonline 5 June 2002 Ms Kate Kidson Senior Companies Advisor Australian Stock Exchange Limited Level 3, Stock Exchange Centre 530 Collins Street Melbourne Vic 3000 Dear Ms Kidson CBD Online Limited ("the Company") As requested, please find enclosed a copy of the Company's Constitution. |
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| August 9, 2013 |
EXECUTION VERSION SUBLICENSE AGREEMENT This sublicense agreement (“Sublicense Agreement”) commences on the Effective Date and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc. |
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| August 9, 2013 |
Execution Version AGREEMENT AND PLAN OF MERGER between Westinghouse Solar, Inc., CBD Energy Limited, and CBD-WS Merger Sub, INc. May 7, 2012 Table of Contents Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 2 Section 1.3 Closing 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Directors and Officers of the Surviving Corporation; Directors of Parent 2 |
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| August 9, 2013 |
v352312ex4-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
v352312ex4-9 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
9th February 2011 The Directors Washington H. Soul Pattinson And Company Limited First Floor 160 Pitt Street Mall Sydney NSW 2000 Dear Sirs Loan to CBD Energy Limited (ABN 88 010 966 793) CBD Energy Limited (ABN 88 010 966 793) (the Company) has requested Washington H. Soul Pattinson And Company Limited (ABN 49 000 002 728) (WHSP) to provide a loan of AUD$10 million to the Company. This letter (th |
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| August 9, 2013 |
Second Deed of Amendment and Restatement - Facility Agreement Partners For Growth III, L.P. and The entities listed in Schedule 1 and The entities listed in Schedule 2 Second Deed of Amendment and Restatement - Facility Agreement Arnold Bloch Leibler Ref: BNM: DLM 011720976 ABL/2636636v5 THIS DEED is made on 13 February 2013 PARTIES PARTNERS FOR GROWTH III, L.P. of 150 Pacific Avenue, San Francisco CA 94111 (“PFG”) and THE ENTITIES LISTED IN SCHEDULE 1 (coll |
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| August 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| August 9, 2013 |
v352312ex4-1 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| August 9, 2013 |
v352312ex4-10 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| September 7, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| September 6, 2012 |
Merger Prospectus - FORM 425 - MERGER & NASDAQ UPDATE RELEASE Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| September 5, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| September 5, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| August 29, 2012 |
Filed by CBD Energy Limited pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| August 14, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| July 10, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| June 18, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| June 6, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| May 10, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| May 9, 2012 |
Filed by CBD Energy Limited Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Westinghouse Solar, Inc. |
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| May 9, 2012 |
WEST / Andalay Solar, Inc. / CBD Energy Ltd - SCHEDULE 13D AMENDMENT Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 17, 2012 |
WEST / Andalay Solar, Inc. / CBD Energy Ltd - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 9, 2012 |
WEST / Andalay Solar, Inc. / CBD Energy Ltd - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
