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ASHLEY SERVICES GROUP LIMITED — Major Shareholding Notification 2014
Aug 20, 2014
64431_rns_2014-08-20_06d09fbf-2a12-4529-98e7-0519e997855d.pdf
Major Shareholding Notification
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Pre-Quotation Disclosure
The following information is required to be provided to ASX Limited for release to the market in connection with the official quotation and deferred settlement trading of the fully paid ordinary shares ( Shares ) in Ashley Services Group Limited ( ASH ).
Capitalised terms not defined in this document have the meanings given to them in the replacement prospectus lodged by ASH with the Australian Securities and Investments Commission on 7 August 2014 ( Prospectus ).
1 Basis of allocation and procedures for determining allocations
The initial public offering of Shares in ASH ( Offer ) closed on 18 August 2014. The allocation for each component of the Offer was as followings:
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(1) Broker Firm Offer: For Broker Firm Offer participants, it was a matter for the Syndicate Brokers how they allocate Shares among their clients. Applicants under the Broker Firm Offer may confirm their allocations by phoning the Syndicate Broker from whom they received their allocation.
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(2) Bonus Issue to Staff: ASH issued 488,328 Shares to Senior Management and staff for nil consideration. The allocation of shares to Senior Management was determined by the directors based on the assessed contribution of staff members to the float process. The balance of the bonus issue was allocated to staff based on a range of factors, including seniority and length of service.
The Joint Lead Managers have advised successful Applicants in the Institutional Offer of their allocations.
Applicants can confirm their allocation of Shares, or make general enquiries regarding the offer, by contacting the Ashley Services Group Offer Information Line on 1300 361 735 (within Australia) or +61 1300 361 735 (outside Australia) from 8:30am to 5:00pm (AEST) Monday to Friday.
2 Number of Shares issued or transferred
The number of shares issued or transferred under each component of the Offer is as follows:
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| Offer component | Number of Shares | |
|---|---|---|
| Institutional Offer | 48,584,217 | |
Ashley Services Group Limited
PO > PO BOX 166
A > 11 Holbeche Road
T > 02 9672 7777
Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au
Arndell Park NSW 2148
ABN 92 094 747 510
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| 10,903,359 | 10,903,359 | ||
|---|---|---|---|
| Broker Firm Offer | 10,903,359 | ||
| Total | 59487576 | ||
| ,, | |||
| Bonus Issue to Staff | 488,328 | ||
| Shares issued to Holmes in connection | 6,024,096 | ||
| with Completion of the Integracom |
|||
| Acquisition | |||
| Shares retained by Existing Shareholders | 84,000,000 | ||
| Total Shares | 150,000,000 | ||
3 Despatch
The date specified by ASX for the despatch of:
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(1) in relation to all holdings on the CHESS sub-register, a notice from the Company under ASX Settlement Operating Rule 8.9.1;
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(2) in relation to all other holdings, issuer sponsored holding statements; and
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(3) any refund money,
is Monday, 25 August 2014.
4
Distribution Schedule
A distribution schedule of the numbers of holders is attached as Annexure A.
5 Statement of 20 largest holders
A statement of the 20 largest holders is attached as Annexure B.
6 Completion of Integracom Acquisition
ASH confirms that completion under the Integracom USPA occurred on 20 August 2014.
7 Recommendations of the ASX Corporate Governance Council
The Company will provide an explanation of any departures from the Corporate Governance Principles and Recommendations in its future annual reports. The table
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Ashley Services Group Limited ABN 92 094 747 510
A > 11 Holbeche Road PO > PO BOX 166 T > 02 9672 7777 Arndell Park NSW 2148 Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au
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below provides a summary of the recommendations with which the company does not currently comply, together with an explanation.
| S f iti f th C | S f iti f th C | ||
|---|---|---|---|
| Ct G Piil d | S f iti f th C | ||
| orporae overnance rncpes an Recommendations |
ummary o poson o e ompany | ||
| Recommendation 2.4:A majority of the | While ASH does not currently comply | ||
board of a listed entity should be |
with this Recommendation 2.4, the |
||
independent directors. |
Company may consider appointing | ||
| further independent directors in the | |||
| future. ASH is of the view that given the current size and scale of its operations, non-compliance with Recommendation 2.4 will not be detrimental to ASH. |
|||
| Recommendation 4.1:The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; |
Due to the current structure of the Board, ASH is unable to fully comply with Recommendation 4.1. Currently Vince Fayad is acting as Chief Financial Officer, and so cannot be considered a non-executive director. Once Mr Fayad steps down from this position, ASH will be in compliance with Recommendation 4.1. ASH is satisfied that the current composition of committee members is adequate and that non-compliance with Recommendation 4.1 will not be detrimental to ASH. |
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Ashley Services Group Limited ABN 92 094 747 510
PO > PO BOX 166 T > 02 9672 7777 Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au
A > 11 Holbeche Road
Arndell Park NSW 2148
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(4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
8 Voluntary Escrow
The number of shares subject to voluntary escrow and the escrow period applying to those Shares is as follows:
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| Number of escrowed Shares 84,000,000 6,024,096 |
||
|---|---|---|
| Escrow period | Number of escrowed Shares | |
| Until the date which is 2 years from quotation |
84,000,000 | |
| Until 20 August 2016 | 6,024,096 | |
Ashley Services Group Limited ABN 92 094 747 510
PO > PO BOX 166
A > 11 Holbeche Road
T > 02 9672 7777
Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au
Arndell Park NSW 2148
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Annexure A
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Ashley Services Group Limited ABN 92 094 747 510
A > 11 Holbeche Road PO > PO BOX 166 T > 02 9672 7777 Arndell Park NSW 2148 Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au
PAGE NUMBER : 1 REPORT DATE : 21/08/2014 REPORT TIME : 08.31.50
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ASHLEY SERVICES GROUP LIMITED
INVESTOR RANGES THURSDAY21 AUGUST2014
Ranges Investors Securities % Issued Capital
Security Group: FPO ORDS & ESCROWS
Holding Type : Issuer
| 1 to 1000 | 127 | 127,000 | .09 |
|---|---|---|---|
| 1001 to 5000 | 64 | 104,638 | .07 |
| 5001 to 10000 | 11 | 74,964 | .05 |
| 10001 to 100000 | 24 | 981,999 | .66 |
| 100001 and Over | 5 | 90,200,986 | 60.13 |
| Total | 231 | 91,489,587 | 60.99 |
| Holding Type : CHESS | |||
| 1 to 1000 | 1 | 124 | .00 |
| 1001 to 5000 | 52 | 138,211 | .09 |
| 5001 to 10000 | 82 | 615,449 | .41 |
| 10001 to 100000 | 201 | 5,200,777 | 3.47 |
| 100001 and Over | 37 | 52,555,852 | 35.04 |
| Total | 373 | 58,510,413 | 39.01 |
| Totals for Security Group | FPO | ||
| 1 to 1000 | 128 | 127,124 | .09 |
| 1001 to 5000 | 116 | 242,849 | .16 |
| 5001 to 10000 | 93 | 690,413 | .46 |
| 10001 to 100000 | 225 | 6,182,776 | 4.12 |
| 100001 and Over | 42 | 142,756,838 | 95.17 |
| Total | 604 | 150,000,000 | 100.00 |
end of report
Confidential - Link Market Services Limited
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Annexure B
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Ashley Services Group Limited ABN 92 094 747 510
A > 11 Holbeche Road PO > PO BOX 166 T > 02 9672 7777 Arndell Park NSW 2148 Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au
PAGE NUMBER : 1 REPORT DATE : 21/08/2014 REPORT TIME : 08.32.08
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ASHLEY SERVICES GROUP LIMITED
| FIRST 20 INVESTORS REPORT THURSDAY21 AUGUST2014 Current Rank Investor Balance Sec. Group: FPO - ORDS & ESCROWS 1 MRS CATHERINE SHRIMPTON 60,858,282 2 ACTION JAMES HOLDINGS PTY 21,631,861 LIMITED 3 NATIONAL NOMINEES LIMITED 10,700,052 4 HSBC CUSTODY NOMINEES 9,834,640 (AUSTRALIA) LIMITED 5 HOLMES MANAGEMENT GROUP PTY 6,024,096 LTD 6 AUSTRALIAN FOUNDATION 4,819,277 INVESTMENT COMPANY LIMITED 7 RBC INVESTOR SERVICES 3,313,254 AUSTRALIA NOMINEES PTY LIMITED 8 UBS NOMINEES PTY LTD 3,280,528 9 BNP PARIBAS NOMS PTY LTD 3,209,308 10 J P MORGAN NOMINEES AUSTRALIA 3,019,925 LIMITED 11 AMP LIFE LIMITED 2,219,428 12 BRISPOT NOMINEES PTY LTD 1,627,531 13 MR MARC SHRIMPTON 1,500,000 14 MIRRABOOKA INVESTMENTS LIMITED 1,445,783 15 CITICORP NOMINEES PTY LIMITED 999,160 16 CITICORP NOMINEES PTY LIMITED 985,671 17 AMCIL LIMITED 963,856 18 NETWEALTH INVESTMENTS LIMITED 764,086 |
% Issued Capital |
|---|---|
| 40.57% 14.42% 7.13% 6.56% 4.02% 3.21% 2.21% 2.19% 2.14% 2.01% 1.48% 1.09% 1.00% .96% .67% .66% .64% .51% |
Confidential - Link Market Services Limited
PAGE NUMBER : 2 REPORT DATE : 21/08/2014 REPORT TIME : 08.32.08
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ASHLEY SERVICES GROUP LIMITED
FIRST 20 INVESTORS REPORT
| FIRST 20 INVESTORS REPORT | ||||
|---|---|---|---|---|
| Rank 19 20 |
THURSDAY21 AUGUST2014 Investor RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED |
Current Balance 602,410 409,639 |
% Issued Capital |
|
| .40% .27% |
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| Investors TOTAL FOR TOP 20: 138,208,787 20 |
92.14% | |||
| Investors TOTAL IN THIS REPORT: 138,208,787 20 TOTAL OTHER INVESTORS: 11,791,213 584 GRAND TOTAL: 150,000,000 604 |
92.14% 7.86% 100.00% |
end of report
Confidential - Link Market Services Limited