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GENERATION DEVELOPMENT GROUP LIMITED — Capital/Financing Update 2009
May 14, 2009
64973_rns_2009-05-14_5c4c42fc-b4a9-4890-bcc8-41be0be0e7b4.pdf
Capital/Financing Update
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ASX / Media Release
AUSTOCK ISSUES NEW INCENTIVE SHARES
15 May 2009: Austock Group Limited (ASX: ACK ) will issue 13,272,185 new ordinary shares into the Austock Employee Share Trust, which is 10% on a fully diluted basis.
The new shares will be used to help attract and retain senior executives and closely align their interests with those of the shareholders. Austock relies on its key personnel to drive revenue and profits.
Austock is focused on maintaining its cash position while actively managing costs. It is implementing an ongoing restructure of its business, a cost reduction program, headcount and voluntary salary reductions.
The cost reduction programs have contributed in excess of $10 million savings. The company has implemented the following program in recognition and with the full support of senior staff and executives.
The establishment of this performance trust is intended to serve Austock staff both now and well into the future. All shares are on a three year vesting period with performance requirements. Austock believes reward should be based not just on immediate performance but performance over the medium to long term. To date there have been no allocations out of the trust.
Managing director Tim Boyle said we must ensure we have the highest calibre executives to take advantage of future market upswings.
“Austock’s long term strategy remains to develop a portfolio of financial services businesses while continuing to invest in its current business ventures,” said Boyle.
To achieve our longer term potential Austock must remain well capitalised, protect its cash position, retain its valued staff and take full advantage of very favourable recruitment opportunities.
Tim Boyle Managing Director
For further information, please contact:
Jenny Dahlsen Investor Relations Tel: 03 8601 2087 [email protected] Mobile: 0419 339 195
About Austock Group:
Austock Group is an independent, publicly listed diversified investment and financial services group. It has a culture and track record of being prepared to invest to build sustainable returns for its clients and shareholders. Founded in 1991, the company now comprises corporate and securities, private wealth and investment management businesses. Austock has offices in Melbourne, Sydney and Brisbane along with international affiliations. Austock is a Pooled Development Fund that invests in and develops financial services businesses under a tax-efficient structure.
Appendix 3B New issue announcement
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, 24/10/2005.
Name of entity
Austock Group Limited
ABN
087 334 370
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).
1 +Class of +securities issued or to Fully paid ordinary shares be issued 2 Number of[+] securities issued or 13,272,185 to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Terms of securities will be the same as the (eg, if options, exercise price and terms of existing fully-paid ordinary shares expiry date; if partly paid on issue. +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
4 Do the[+] securities rank equally in Securities will rank equally with existing all respects from the date of ordinary shares on issue. 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 5 Issue price or consideration Nil. 6 Purpose of the issue To hold shares in the capital of Austock (If issued as consideration for the Group Limited on trust to satisfy immediate acquisition of assets, clearly and future employee entitlements under identify those assets) existing and future director and employee equity incentive schemes.
7 Dates of entering[+] securities into 15 May 2009 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 133,928,412 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)
for defined terms.
Appendix 3B Page 2 + See chapter 19
1/1/2003
| 9Numberand+classofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable) | Number | +Class |
|---|---|---|
| 5,153,580262,200147,600133,560300,00010,030,0002,400,000600,000 | Partly paid ordinary shares (ACKAI)$1.00Optionsexpiring30/6/10(ACKAK)$0.6768Optionsexpiring30/6/10(ACKAM)$1.20833Optionsexpiring30/6/10(ACKAO)$1.25Optionsexpiring31/10/10(ACKAQ)$0.7131Optionsexpiringattheconclusion of 4 weeks commencing 3business days after the announcementof the Company’s financial results forthe financial year ended 30 June 2012(ACKAW)$0.7131Optionsexpiringattheconclusion of 4 weeks commencing 3business days after the announcementof the Company’s financial results forthe financial year ended 30 June 2012(ACKAZ)$0.55Optionsexpiringattheconclusion of 4 weeks commencing 3business days after the announcementof the Company’s financial results forthe financial year ended 30 June 2012 |
- 10 Dividend policy (in the case of a Same as existing fully-paid ordinary shares on issue. trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| 11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securitieswill be offered14+Class of+securities to which theoffer relates | N/A |
|---|---|
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
| 15+Recorddatetodetermineentitlements16Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?17Policy for deciding entitlementsin relation to fractions18Names of countries in which theentity has+security holders whowill not be sent new issuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable tothe broker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, thedate of the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled | N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
for defined terms.
Appendix 3B Page 4 + See chapter 19
1/1/2003
27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
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 )
-
(a)[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
35 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 A copy of any trust deed for the additional[+] securities
Entities that have ticked box 34(b)
38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought
for defined terms.
Appendix 3B Page 6 + See chapter 19
1/1/2003
40 Do the[+] securities rank equally in N/A 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
N/A
Example: In the case of restricted securities, end of restriction period
(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 | |
|---|---|---|
| N/A | N/A |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
Quotation agreement
-
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is 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.
-
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.
-
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: ............................................................ Date: 15 May 2009 Company Secretary
Print name: Elizabeth Lee