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COMPUTERSHARE LIMITED. — Capital/Financing Update 2005
Jun 19, 2005
64696_rns_2005-06-19_f2d13a4d-de77-468f-b28f-a2df7f2e154c.pdf
Capital/Financing Update
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Computershare
Corporate
Computershare Limited ABN 71 005 485 825 Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 Australia PO Box 103 Abbotsford Victoria 3067 Australia Telephone 61 3 9415 5000 Facsimile 61 3 9473 2500 www.computershare.com
Australia Canada Channel Islands Germany Hong Kong India Ireland New Zealand Philippines Russia Singapore South Africa United Kingdom USA
20 June 2005
Company Announcements Office Australian Stock Exchange 20 Bridge Street Sydney NSW 2000
Dear Sir / Madam
Equiserve Inc. Acquisition Completed / Submission of Appendix 3B Notice under section 708A(5) of the Corporaations Act of the
We wish to advise that Computershare Limited's acquisition of EquiServe Inc. was completed in New York on 17 June 2005.
Enclosed is an Appendix 3B notice in connection with the issue of 29,605,000 fully paid ordinary shares that were issued as part consideration for the acquisition.
In connection with the issue of the shares the subject of the Appendix 3B, Computershare Limited hereby gives the following notice under section 708A(5)(e) of the Corporations Act.
Computershare Limited issued the securities the subject of the Appendix 3B notice without disclosure to investors under Part 6D.2 of the Corporations Act.
As at the date of this notice, Computershare Limited has complied with:
- the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and $(a)$
- $(b)$ section 674 of the Corporations Act.
As at the date of this notice, there is no information that is excluded information in relation to Computershare Limited within the meaning of that term in sections 708A(7) and 708A(8) of the Corporations Act.
Yours faithfully
A J / L He
Mark Davis Joint Company Secretary
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
Computershare Limited
ABN
71 005 485 825
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).
*Class of +securities issued or to be $\mathbb{I}$ issued
Ordinary shares
- $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
- Principal terms of the *securities 3 (eg, 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)
29,605,000 fully paid ordinary shares
Fully paid ordinary shares
- See chapter 19 for defined terms.
| 4 | Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? |
Yes |
|---|---|---|
| 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 $\mathbf{a}$ 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 | \$6.33 being the closing ASX market price of Computershare Limited shares on date of issue/closing of acquisition of EquiServe Inc. |
| 6. | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
The shares were issued as part consideration for the acquisition of Equiserve Inc from DST Inc. |
| 7 | Dates of entering "securities into uncertificated holdings or despatch of certificates |
17 June 2005 |
| Number * Class |
||
| 8 | Number and + class of all *securities quoted ASX on (including the securities in clause 2 if applicable) |
564,898,712 Ordinary shares $+29,605,000$ 594.503,712 |
| Number | + Class | ||
|---|---|---|---|
| 9 | Number and $\check{c}$ class of all $\left 8,750,403 \right $ | Unquoted employee | |
| *securities not quoted on ASX | options | ||
| (including the securities in clause | |||
| 2 if applicable) | |||
$N/A$
$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
$N/A$
Part 2 - Bonus issue or pro rata issue
- $\mathbf{1}$ $\mathbf{ls}$ security holder approval required?
- 12 Is the issue renounceable or non- $N/A$ renounceable?
- $13$ Ratio in which the "securities will $N/A$ be offered
- $14$ *Class of *securities to which the $N/A$ offer relates
- 15 *Record date determine $N/A$ $to$ entitlements
- 16 Will holdings on different registers | $N/A$ (or subregisters) be aggregated for calculating entitlements?
- 17 Policy for deciding entitlements in $\overline{N/A}$ relation to fractions
- 18 Names of countries in which the entity has 'security holders who will not be sent new issue documents Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
- $N/A$
- 19 Closing date for receipt of acceptances or renunciations
$N/A$
+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
| 20. | Names of any underwriters | N/A |
|---|---|---|
| 21 | Amount of any underwriting fee or commission |
N/A |
| 22 | Names of any brokers to the issue | N/A |
| 23. | Fee or commission payable to the broker to the issue |
N/A |
| 24 | any handling fee Amount of payable to brokers who lodge acceptances or renunciations on behalf of "security holders |
N/A |
| 25. | If the issue is contingent on *security holders' approval, the date of the meeting |
N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
N/A |
| 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 |
N/A |
| 28 | Date rights trading will begin (if applicable) |
N/A |
| 29 | Date rights trading will end (if applicable) |
N/A |
| 30 | How do "security holders sell their entitlements in full through a broker? |
N/A |
| 31 | How do *security holders sell part of their entitlements through a broker and accept for the balance? |
N/A |
+ See chapter 19 for defined terms.
32 How do *security holders dispose $N/A$ of their entitlements (except by sale through a broker)?
33 +Despatch date
| N/A | |||
|---|---|---|---|
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of securities (tick one)
- $\left( a\right)$ 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
- 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
35
A copy of any trust deed for the additional "securities
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
- 38 Number of securities for which +quotation is sought Class of *securities for which 39 quotation is sought 40 Do the *securities rank equally in all respects from the date of allotment 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 restríction períod (if issued upon conversion of another security, clearly identify that other security)
- 42 Number and "class of all "securities quoted on ASX (including the securities in clause 38)
| Number | + Class | |
|---|---|---|
| s | ||
| ē | ||
- See chapter 19 for defined terms.
Quotation agreement
- $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not $\bullet$ 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.
- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.
+ See chapter 19 for defined terms.
- $\overline{3}$ 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.
- $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, 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: | Albert | ||||
|---|---|---|---|---|---|
| ( Director /Company secretary) |
Mark Davis Print name:
+ See chapter 19 for defined terms.