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CSL Ltd. Capital/Financing Update 2019
17854_rns_2019-04-01_bb31b19b-2cbe-407c-8df6-c4da23f3981a.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
CSL Limited
ABN
99 051 588 348
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 $\mathbf{1}$ be issued
Ordinary shares
- Number of +securities issued or 6,253 $\overline{\mathbf{z}}$ to be issued (if known) or maximum number which may be issued
- $_{\mathrm{of}}$ Principal the | $\overline{\mathbf{3}}$ ${\rm terms}$ +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)
04/03/2013
+ See chapter 19 for defined terms.
| 4 | Do the securities rank equally in all respects from the issue date with an existing +class of quoted *securities? |
Yes |
|---|---|---|
| If the additional +securities do not rank equally, please state: the date from which they do ۰ the extent to which they ۰ participate for the next dividend, (in the case of a distribution) trust, OT interest payment the extent to which they do ٠ not rank equally, other than in relation to the next distribution dividend, or interest payment |
||
| 5. | Issue price or consideration | Performance Rights Plan (PRP) 2013 1,011 and $2014 - 5,228$ rights all at nil price. Global Employee Share Plan $(GESP) - 14$ shares at an issue price of $$160.69 =$ \$2,249.66. |
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Issued to employees under PRP upon exercise of Rights and Options granted. The PRP was adopted by shareholders at the 2003 Annual General Meeting (AGM) and was most recently reapproved at the 2018 AGM. Issued to employees under GESP, most recently approved by shareholders at the 2018 AGM. |
| 6a - | Is the entity an $\pm$ eligible entity Not applicable obtained security that has holder approval under rule 7.1A? |
|
| If Yes, complete sections $6b - 6h$ in relation to the + securities the subject of this Appendix 3B, and comply with section 6i |
$\alpha$
04/03/2013
$\tilde{\kappa}$
$\alpha$ .
+ See chapter 19 for defined terms.
${\large \bf Appendix \ 3B}$ New issue announcement
| 6Ь | The date the security holder resolution under rule 7.1A was passed |
Not applicable |
|---|---|---|
| 6с | Number of + securities issued without security holder approval under rule 7.1 |
Not applicable |
| 6d | Number of + securities issued with security holder approval under rule 7.1A |
Not applicable |
| 6e | Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) |
Not applicable |
| 6f | Number of + securities issued under an exception in rule 7.2 |
Not applicable |
| 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 tissue date and both values. Include the source of the VWAP calculation. |
Not applicable |
| 6h | If +securities were issued under for rule 7.1A non-cash consideration, date state on which valuation of consideration was released to ASX Market Announcements |
Not applicable |
| 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 |
Not applicable |
| 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. |
11 March 2019 - 29 March 2019 |
- See chapter 19 for defined terms.
04/03/2013
Appendix 3B New issue announcement
| Number | + Class | ||
|---|---|---|---|
| 8 | Number and + class of all + securities quoted on ASX (including the + securities in section 2 if applicable) |
453,101,025 | Ordinary shares |
| Number | + Class | ||
| $\mathbf Q$ | Number and + class of all + securities not quoted on ASX (including the + securities in |
826,195 | Performance Rights granted under CSL's Performance Rights Plan. |
| section 2 if applicable) | 634,433 | Performance Options granted under CSL's Performance Rights Plan. |
CSL's present dividend policy is not changed Dividend policy (in the case of a $10\,$ trust, distribution policy) on the
increased capital (interests) as a result of the issue of shares.
Part 2 - Pro rata issue
| 11 | security holder approval Not applicable Is required? |
|
|---|---|---|
| 12 | Is the issue renounceable or non- Not applicable renounceable? |
|
| 13 | Ratio in which the + securities Not applicable will be offered |
|
| 14 | + Class of + securities to which the Not applicable offer relates |
|
| 15 | to determine +Record date entitlements |
Not applicable |
| 16 | holdings on different Not applicable Will registers (or subregisters) be calculating for aggregated entitlements? |
|
| 17 | Policy for deciding entitlements in relation to fractions |
Not applicable |
+ See chapter 19 for defined terms.
| 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. |
||
| 19 | Closing date of for receipt acceptances or renunciations |
Not applicable |
| 20 | Names of any underwriters | Not applicable |
| 21 | Amount of any underwriting fee or commission |
Not applicable |
| 22 | Names of any brokers to the issue |
Not applicable |
| 23 | Fee or commission payable to the broker to the issue |
Not applicable |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders |
Not applicable |
| 25 | If the issue is contingent on security holders' approval, the date of the meeting |
Not applicable |
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled |
Not applicable |
| 27 | If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders |
Not applicable |
| 28 | Date rights trading will begin (if applicable) |
Not applicable |
| 29 | Date rights trading will end (if) applicable) |
Not applicable |
| 30 | How do security holders sell their entitlements in full through a broker? |
Not applicable |
+ See chapter 19 for defined terms.
How do security holders sell part $31$ of their entitlements through a broker and accept for the balance?
Not applicable
Not applicable
How do security holders dispose $32$ of their entitlements (except by sale through a broker)?
+Issue date $33$
Not applicable
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- Type of +securities 34 (tick one)
- *Securities described in Part 1 $(a)$ $\sqrt{ }$
- $(b)$ 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 conve 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
If the *securities are *equity securities, a distribution schedule of the additional 36 *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
Entities that have ticked box 34(b)
- See chapter 19 for defined terms.
| 38 | Number of + securities for which + quotation is sought |
Not applicable | |
|---|---|---|---|
| 39 | + Class of + securities for which Not applicable quotation is sought |
||
| 40 | Do the 'securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? |
Not applicable | |
| If the additional + securities do not rank equally, please state: the date from which they do the extent to which they for participate 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 O r interest payment |
|||
| 41 | Reason for request for quotation now Example: In the case of restricted securities, end of restriction period |
Not applicable | |
| (if issued upon conversion of another *security, clearly identify that other 'security) |
|||
| Number | +Class | ||
| 42 | Number + class of and all + securities quoted ASX on (including the + securities in clause 38) |
Not applicable | Not applicable |
Quotation agreement
- +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
- We warrant the following to ASX. $\overline{\mathbf{c}}$
+ See chapter 19 for defined terms.
- The issue of the *securities to be quoted complies with the law and is $\bullet$ 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.
- We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any $\overline{4}$ 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.
Date: 2 April 2019
Sign here:
Company Secretary
Print name:
....................................... Fiona Mead
$\mathbf{m} = \mathbf{m} = \mathbf{m} = \mathbf{m} = \mathbf{m}$
+ See chapter 19 for defined terms.