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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:

  • (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.

  • (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:

  • (1) in relation to all holdings on the CHESS sub-register, a notice from the Company under ASX Settlement Operating Rule 8.9.1;

  • (2) in relation to all other holdings, issuer sponsored holding statements; and

  • (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.

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%
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