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ALS LIMITED Capital/Financing Update 2018

Nov 4, 2018

64365_rns_2018-11-04_c3c7aaed-ba5f-431a-bcfb-05d8b4c18376.pdf

Capital/Financing Update

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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