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COMPUTERSHARE LIMITED. — Regulatory Filings 2008
Apr 9, 2008
64696_rns_2008-04-09_4d1c0c5d-a8e4-46ee-b4c8-b27b3afa54ab.pdf
Regulatory Filings
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Computershare Limited
MARKET ANNOUNCEMENT
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
| Date: | Thursday, 10thApril 2008 |
|---|---|
| To: | Australian Securities Exchange |
| Subject: | Commencement of compulsory acquisition of shares in QM Technologies Limited |
Since Computershare Communication Services Limited ( Computershare ) declared its offer unconditional on 2 April 2008, Computershare has processed further acceptances for its bid for QM Technologies Limited ( QMT ) which closed at 7.00pm (Melbourne time) on 9 April 2008. At the close of the offer, Computershare's relevant interest in QMT was 99.10%.
Computershare attaches a copy of a letter and an Australian Securities and Investments Commission ( ASIC ) form 6021 which will be sent to remaining QMT shareholders tomorrow regarding compulsory acquisition of their QMT shares in accordance with Division 1 of Part 6A.1 of the Corporations Act 2001 (Cth) ( Corporations Act ).
The ASIC form 6021 is attached in accordance with subsection 661B(1)(d) of the Corporations Act and was lodged with ASIC today.
As a technical requirement of subsection 662B(1)(d) of the Corporations Act, Computershare also attaches a copy of an ASIC form 6022 which provides information about the right of remaining QMT shareholders to have their QMT shares bought out by Computershare and which has also been lodged with ASIC today. However, the ASIC form 6022 will not apply to the acquisition of QMT shares and will not be sent to QMT shareholders, as Computershare is proceeding with the compulsory acquisition of QMT shares under Division 1 of Part 6A.1 of the Corporations Act and is currently in the process of sending the ASIC form 6021 to QMT shareholders.
For further information contact:
Mr Dominic Horsley Company Secretary Ph: +61-3-9415-5162 Email: [email protected]
About Computershare Limited
Computershare Limited ( ASX: CPU ) is a global leader in share registration, employee equity plans, proxy solicitation and other specialised financial, governance and communication services.
Many of the world’s largest companies employ our innovative solutions to maximise the value of their relationships with investors, employees, customers and members.
Computershare Limited has approximately 10,000 employees across the world and serves 14,000 corporations and 100 million shareholders and employee accounts in 17 countries across five continents.
For more information, visit www.computershare.com
Computershare Communication Services Limited
ABN 76 007 153 184
000001 000 1301011221012102012221332120133322113 SAM MR JOHN SAMPLE FLAT 123 SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN VIC 3030
11 April 2008
Dear QM Technologies shareholder
Off-market takeover bid by Computershare Communication Services Limited (Computershare) to acquire all ordinary shares ('Shares') in QM Technologies Limited ('QMT')
Computershare’s offer for all of your Shares in QMT at $3.40 cash per Share ( Offer ) closed at 7.00pm (Melbourne time) on 9 April 2008 and Computershare now holds 99.10% of QMT.
Our records indicate that you have not accepted the Offer. If this is not correct and you have accepted the Offer, please contact Computershare Investor Services Pty Limited on 1300 307 613 as soon as possible.
Computershare will now compulsorily acquire all of your Shares in accordance with Division 1 of Part 6A.1 of the Corporations Act 2001 (Cth) ( Corporations Act ).
Enclosed with this letter is a notice of compulsory acquisition ( Notice ). The Notice was lodged with the Australian Securities and Investments Commission ( ASIC ) and given to the Australian Securities Exchange on 10 April 2008. Please read the Notice carefully.
You do not need to sign or return the Notice.
As well as providing formal notice of Computershare’s intention to compulsorily acquire your Shares, the Notice sets out certain rights available to QMT shareholders under the Corporations Act in response to the Notice and a requirement that the Shares be acquired by Computershare on the terms that applied under the Offer at the end of the Offer period.
If you do not make an application to the Court as set out in the Notice, Computershare will, within approximately 6 weeks, compulsorily acquire all your Shares in accordance with the Corporations Act. The payment for your Shares, at $3.40 per Share, will be sent to QMT and QMT will then send you a letter asking how you wish your payment to be dealt with.
If you have any queries please contact your stockbroker or other adviser.
Yours sincerely
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Dominic Horsley Company Secretary
037470_00QAGC
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ASIC registered agent number
lodging party or agent name
office, level, building name or PO Box no
street number & name
suburb/city state/territory postcode
telephone
facsimile ASS. � REQ-A �
DX number suburb/city CASH. � REQ-P �
Ref PROC �
Australian Securities & Investments Commission
form 6021
Notice of
compulsory acquisition Corporations Act 2001 661B(1)(a)
following takeover bid
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To SAMPLE SHAREHOLDER (1)
SAMPLE STREET
SAMPLE STREET
SAMPLE STREET
SAMPLE STREET
SAMPLETOWN TAS 7000
Securities of QM TECHNOLOGIES LIMITED ABN 33 096 952 966 (2) (“the Company”)
1. Under an Off Market Bid offers were made by Computershare Communication Services Limited ABN 76 007 153 184 (3)
in respect of the acquisition of fully paid ordinary shares (4) in the Company. The offer closed on
9 April 2008 (5).
2. You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not
accepted the takeover offer.
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The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (“the Act”) that the bidder has become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your securities and desires to acquire those securities.
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Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to.
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Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired.
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The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before the end of the offer period.
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Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 5 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 6 of this notice.
Signature print name Dominic Horsley capacity Company Secretary sign here date 10 / 04 / 2008
037470_00QAHA
| ASIC registered agent number lodging party or agent name office, level, building nameorPO Box no street number & name suburb/city telephone facsimile DX number Ref |
ASIC registered agent number lodging party or agent name office, level, building nameorPO Box no street number & name suburb/city telephone facsimile DX number Ref |
3772 Minter Ellison Rialto Towers 525 Collins Street Melbourne state/territory VIC postcode 3000 (03) 8608 2000 (03)8608 1000 204 suburb/city Melbourne BFO AXC 30-5700568 |
6022 GUIDE page 1/1 13 March 2000 |
|---|---|---|---|
| ASS.�REQ-A � CASH.�REQ-P � PROC � |
|||
| Australian Securities & Investments Commission Notice of right of buy out to remaining holder of securities following a takeover bid form6022 Corporations Act 2001 662B(1)(a) |
To (1) Securities of QM Technologies Limited ACN 096 952 966 (2) (“the Company”). Computershare Communication Services Limited ACN 007 153 184 1. Under an Off Market Bid offers were made by ('the bidder') (3) in respect of the acquisition of ordinary shares (4) in the Company.
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You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.
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The bidder hereby gives you notice under subsection 662B(1) of the Corporations Act 2001 that the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class.
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You (or anyone who acquires the securities after the day on which this notice is given) as the holder of remaining securities in the bid class, have the right under section 662C within one month after this notice is given to give the bidder a written notice requiring the bidder to acquire your securities in the bid class.
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Unless otherwise agreed, the terms on which the securities will be acquired by the bidder will be the same as the terms which applied to the acquisition of securities under the bid immediately before the end of the offer period.
Signature
| print name | Dominic Horsley | capacity | Company Secretary |
|---|---|---|---|
| sign here | date | 10/04/2008 | |
| DIRECTIONS | |||
| * | Delete whichever does not apply. | ||
| (1) | Name and address of the remaining holder. | ||
| (2) | Name of target company. | ||
| (3) | Name of the bidder. | ||
| (4) | Insert description of class of securities to which the bid related. | ||
| (5) | Insert paragraph 6 only where alternative terms are included in the offer. | ||
| (6) | Insert details of alternative terms. | ||
| (7) | Set out the terms that will apply. |
ME_74993583_1 (W2003)