AI assistant
ALS LIMITED — Capital/Financing Update 2018
Nov 4, 2018
64365_rns_2018-11-04_c3c7aaed-ba5f-431a-bcfb-05d8b4c18376.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 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
ALS Limited
ABN
92 009 657 489
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued |
A. Performance Rights (vesting 1 July 2020) and Service Rights (vesting 1 April 2020) B. Performance Rights (vesting 1 July 2021) |
|---|---|
| A. Issue of 14,947 Performance Rights (vesting 1 July 2020) and 132,491 Service Rights (vesting 1 April 2020) B. Issue of 562,687 Performance Rights (vesting 1 July 2021) C. Lapsing/Vesting of 480,280 Performance Rights and 78,605 Service Rights (due to have vested in 2018) D. Lapsing/Vesting of 63,420 Performance Rights (due to vest in 2019) |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 1
| 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) |
Performance Rights are granted to senior executives and key personnel pursuant to the ALS Long Term Incentive(Equity)Plan, adopted at the AGM. Each Performance Right carries a right to one fully paid ordinary share in ALS upon specific results being achieved over a three- year period The Performance Rights are subject to combined EPS (earnings per share), TSR (total shareholder return), EBITDA margin (earnings before interest, tax, depreciation and amortisation) and ROCE (return on capital employed measurements The performance period for the tranche of Performance Rights referred to in 1A. is measured from 1 April 2017 to 31 March 2020 with vesting calculated on 1 July 2020. The performance period for the tranche of Performance Rights referred to in 1.B is measured from 1 April 2018 to 31 March 2021 with vesting calculated 1 July 2021. Service Rights are granted to senior executives who have achieved certain outperformance targets and who meet specific service conditions. Service Rights are derived from STI payments which have been achieved for outperformance of key financial performance indicators. Service Rights provide employees with right to an ALS share on maturity and are subject to deferral for a period of 2 years from the performance period during which the holder must remain anemployee of ALS before theright willvest. |
|---|---|
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:
The ordinary shares to be allotted on exercise of the Performance Rights and Service Rights after specific performance results being achieved will rank equally with all existing fully paid ordinary shares in ALS Limited from the date of the allotment.
-
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
5 Issue price or consideration
- 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?
A. $6.71 for Performance Rights/ $7.31 for Service Rights B. $7.53 for Performance Rights
Performance Rights and Service Rights are granted as equity compensation to senior executives and key personnel in accordance with the ALS Long Term Incentive (Equity) Plan
N/A
If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i
- 6b The date the security holder resolution under rule 7.1A was passed
6c Number of +securities issued without security holder approval under rule 7.1
6d Number of +securities issued with security holder approval under rule 7.1A
N/A
N/A
N/A
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 3
| 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 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. 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 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 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. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) |
N/A | |
|---|---|---|
| N/A | ||
N/A |
||
| N/A | ||
| N/A – Annexure 1 is been omitted. |
not required and has | |
| 5 November 2018 | ||
| Number | +Class | |
| 486,764,376 | Ordinary Shares |
| 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 681,190 536,970 132,491 562,687 |
Performance Rights (vesting 1 July 2019) Performance Rights (vesting 1 July 2020) Service Rights (vesting 1 April 2020) Performance Rights (vesting1July2021) |
|
| Performance Rights and Share Rights do not carry a right to a dividend until vested and exercisedinto Ordinary shares |
| Part 2 - Pro rata issue 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. |
N/A |
|---|---|
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 5
| 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)? |
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
Part 3 - Quotation of securities
N/A
You need only complete this section if you are applying for quotation of securities
-
34 Type of[+] securities ( tick one )
-
(a) +Securities described in Part 1
-
(b)[All other ][+][securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
-
35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
-
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
-
1 - 1,000
1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
- 37 A copy of any trust deed for the additional[+] securities
Entities that have ticked box 34(b)
38 Number of[+] securities for which +quotation is sought
39 +Class of +securities for which quotation is sought
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 7
-
40 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
-
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another[+] security, clearly identify that other[+] security)
Number +Class
42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)
Quotation agreement
-
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
-
There is no reason why those[+] securities should not be granted +quotation.
-
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
-
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.
-
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
-
4 We give ASX the information and documents required by this form. If any information or document 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:
Date: 5 November 2018
(General Counsel & Company Secretary)
Print name: Michael Pearson
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 9