SKILLED GROUP LTD. Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity |
Skilled Group Limited |
ABN |
66 005 585 811 |
We (the entity) give ASX the following information.
You must complete the relevant sections (attach sheets if there is not enough space).
1 | +Class of +securities issued or to be issued | Issuing and vesting of Performance Rights and consequential issue of ordinary shares. Lapsing of Performance Rights and Options. |
2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 976,333 Performance Rights issued. 1,038,833 vested Performance Rights converted to ordinary fully paid shares. 2,858,005 Performance Rights and 1,840,667 Options lapsed. |
3 | Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) | 179,333 Performance Rights to acquire ordinary shares under the Skilled Group Long Term Incentive Plan issued to the Managing Director and Chief Executive Officer of Skilled Group Limited, being a pro-rating of the Performance Rights he would have been entitled to receive in accordance with the terms of his service contract. 797,000 retention Performance Rights to acquire ordinary shares under the Skilled Group Long Term Incentive Plan issued to selected executives and senior managers, subject to
62,500 Performance Rights to acquire ordinary shares under the Skilled Group Long Term Incentive Plan to vest in accordance with time based conditions. 1,038,833 ordinary shares to be issued on the vesting of the Performance Rights described above. Lapsing of remaining Performance Rights and Options. |
4 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state:
| Ordinary shares allocated on vesting of the Performance Rights will rank equally with the existing ordinary shares. |
5 | Issue price or consideration | Nil |
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | Granting and vesting of Performance Rights, issue of ordinary shares and lapsing or Performance Rights and Options under the Skilled Group Limited Long Term Incentive Plan as a component of executive remuneration. |
6a | Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i | No |
6b | The date the security holder resolution under rule 7.1A was passed | N/A |
6c | Number of +securities issued without security holder approval under rule 7.1 | N/A |
6d | Number of +securities issued with security holder approval under rule 7.1A | N/A |
6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | N/A | |
6f | Number of +securities issued under an exception in rule 7.2 | N/A | |
6g | If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. | N/A | |
6h | If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | N/A | |
6i | Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements | N/A | |
7 | +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. | 1 October 2015 | |
Number | +Class | ||
8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) | 236,937,124 | Fully paid ordinary shares |
Number | +Class |
0 | Options to acquire ordinary shares issued under the Skilled Group Long Term Incentive Plan |
0 | Performance Rights to acquire ordinary shares issued under the Skilled Group Long Term Incentive Plan |
Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)
No change
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
11 | Is security holder approval required? |
12 | Is the issue renounceable or non- renounceable? |
13 | Ratio in which the +securities will be offered |
14 | +Class of +securities to which the offer relates |
15 | +Record date to determine entitlements |
16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
17 | Policy for deciding entitlements in relation to fractions |
18 | Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. |
19 | Closing date for receipt of acceptances or renunciations |
20 | Names of any underwriters |
21 | Amount of any underwriting fee or commission |
22 | Names of any brokers to the issue |
23 | Fee or commission payable to the broker to the issue |
24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders |
25 | If the issue is contingent on security holders' approval, the date of the meeting |
26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled |
27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
28 | Date rights trading will begin (if applicable) |
29 | Date rights trading will end (if applicable) |
30 | How do security holders sell their entitlements in full through a broker? |
31 | How do security holders sell part of their entitlements through a broker and accept for the balance? |
32 | How do security holders dispose of their entitlements (except by sale through a broker)? |
33 | +Issue date |
You need only complete this section if you are applying for quotation of securities
34 | Type of +securities (tick one) | |
(a) | | +Securities described in Part 1 |
(b) | All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities |
Tick to indicate you are providing the information or documents
35 | If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders |
36 | If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
37 | A copy of any trust deed for the additional +securities |
38 Number of +securities for which
+quotation is sought
39 +Class of +securities for which quotation is sought
Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
the date from which they do
the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
Number
+Class
Number and +class of all +securities quoted on ASX (including the
+securities in clause 38)
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
We warrant the following to ASX.
The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
There is no reason why those +securities should not be granted +quotation.
An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: .......................................................
(Director/Company secretary)
Print name: ...Sharyn Page...................................................
Date: 1 October 2015
Introduced 01/08/12 Amended 04/03/13
Rule 7.1 - Issues exceeding 15% of capital | |
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated | |
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue | N/A |
Add the following:
Note:
| |
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | |
'A' | |
Step 2: Calculate 15% of 'A' | |
'B' | 0.15 [Note: this value cannot be changed] |
Multiply 'A' by 0.15 | |
Step 3: Calculate 'C', the amount of placement capacity under rule 7.1 that has already been used | |
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:
7.1 or rule 7.4 Note:
| |
'C' | |
Step 4: Subtract 'C' from ['A' x 'B'] to calculate remaining placement capacity under rule 7.1 | |
'A' x 0.15 Note: number must be same as shown in Step 2 | |
Subtract 'C' Note: number must be same as shown in Step 3 | |
Total ['A' x 0.15] - 'C' | [Note: this is the remaining placement capacity under rule 7.1] |
Rule 7.1A - Additional placement capacity for eligible entities | |
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated | |
'A' Note: number must be same as shown in Step 1 of Part 1 | |
Step 2: Calculate 10% of 'A' | |
'D' | 0.10 Note: this value cannot be changed |
Multiply 'A' by 0.10 | |
Step 3: Calculate 'E', the amount of placement capacity under rule 7.1A that has already been used | |
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes:
| |
'E' | |
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distributed by
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