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GENERATION DEVELOPMENT GROUP LIMITED — Share Issue/Capital Change 2008
Aug 4, 2008
64973_rns_2008-08-04_8821ce7a-de52-4004-bba7-8a6e29e31eca.pdf
Share Issue/Capital Change
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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 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
90 087 334 370
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 beissued2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities (eg,if options, exercise price and expirydate; if partly paid+securities, theamount outstanding and due datesforpayment;if+convertiblesecurities, the conversion price anddates for conversion) | Options to acquire ordinary shares |
|---|---|
| 2,400,000 | |
| Options vest on a date shortly after the releaseof the Company’s financial results for thefinancial year ended 30 June 2010, subject tothe satisfaction of service and performanceconditions and share price hurdles outlinedbelow.Options expire at the conclusion of 4 weekscommencing3businessdaysaftertheannouncement of the Company’s financialresults for the financial year ended 30 June2012. |
Continued:
Principal terms of the[+] securities (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)
The exercise price of each option is $0.7131.
There are two performance conditions, relative TSR and EPS, each applying to 50% of the options (1,2000,000) respectively:
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(1) TSR Options: Relative TSR performance measured over the period 17 May 2008 – 30 June 2010 ( TSR Performance Period ) against a comparator group comprised of the companies ranked 50 places immediately above and below the Company (by market capitalisation) as at 17 May 2008. No options will vest if the Company is ranked below the 51[st] percentile. All options will vest for a ranking at or above the 51[st] percentile.
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(2) EPS Options: EPS growth target over the period 1 July 2008 - 30 June 2010 ( EPS Performance Period ), with 50% of the options becoming exercisable if the average annual EPS growth over the period is 6%, through to 100% vesting for EPS growth at or above 10%.
In addition, each option is subject to a share price hurdle measured over the EPS Performance Period or TSR Performance Period (as applicable): 400,000 EPS options are subject to a share price hurdle of $0.80 400,000 TSR options are subject to a share price hurdle of $0.80 400,000 EPS options are subject to a share price hurdle of $1.20 400,000 TSR options are subject to a share price hurdle of $1.20 400,000 EPS options are subject to a share price hurdle of $1.80 400,000 TSR options are subject to a share price hurdle of $1.80
The share price will be determined by the Volume Weighted Average Share Price over one week up to and including the date of testing. Testing may occur at any time during the EPS or TSR Performance Period (as applicable). The share price hurdle must be met at least once at any time during the relevant performance period in order for the corresponding options to become exercisable.
Each performance condition and each share price hurdle may be retested once, over a longer performance period (to 30 June 2011). Any options which do not then become exercisable will lapse.
Appendix 3B Page 2 + See chapter 19
1/1/2003
4 Do the[+] securities rank equally in all In the event of exercise of the options, the respects from the date of allotment resulting ordinary shares will rank equally in all with an existing[+] class of quoted +securities? respects from the date of allotment with the 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 Grant of options to the Company’s Managing (If issued as consideration for the Director under the Executive Long Term acquisition of assets, clearly identify Incentive Plan. those assets)
- 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates
5 August 2008
Number +Class 8 Number and +class of all 119,702,129 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)
| 9Numberand+classofall+securities not quoted on ASX(_including_the securities in clause 2if applicable) | Number | +Class |
|---|---|---|
| 5,153,580489,000147,600210,840300,000600,0005,850,0002,400,0009,220,000 | Partly paid ordinary shares (ACKAI)$1.00 Options expiring 30/6/10 (ACKAK)$0.6768Optionsexpiring30/6/10(ACKAM)$1.20833Optionsexpiring30/6/10(ACKAO)$1.25Optionsexpiring31/10/10(ACKAQ)$1.20833Optionsexpiring31/12/10(ACKAS)$0.7131Optionsexpiringattheconclusion of 4 weeks commencing 3business days after the announcement ofthe Company’s financial results for thefinancial year ended 30 June 2012(ACKAW)$0.7131Optionsexpiringattheconclusion of 4 weeks commencing 3business days after the announcement ofthe Company’s financial results for thefinancial year ended 30 June 2012Share Rights(ACKAY) |
10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| Part 2 - Bonus issue or | pro rata issue |
|---|---|
| 11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities willbe offered14+Class of+securities to which theoffer relates15+Recorddatetodetermineentitlements16Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | N/A |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
Appendix 3B Page 4 + See chapter 19
1/1/2003
| 17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has+security holders whowillnotbesentnewissuedocumentsNote: 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 fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue | 17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has+security holders whowillnotbesentnewissuedocumentsNote: 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 fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue | 17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has+security holders whowillnotbesentnewissuedocumentsNote: 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 fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue | N/A | N/A | N/A | N/A | N/A | |
|---|---|---|---|---|---|---|---|---|
| N/A | ||||||||
| N/A | ||||||||
| N/A | ||||||||
| N/A | ||||||||
| N/A | ||||||||
| N/A | ||||||||
| 24Amounto brokor ren+securit | t of any handling fee payableers who lode accetances | N/A | ||||||
| gunciations on by holders | pehalf of | |||||||
| 25If h | i i i | |||||||
| te ssue s contngent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date on | N/A | |||||||
| N/A | ||||||||
| N/A | ||||||||
| which nholders28Date ri | otices will be sent | to option | ||||||
| ghts trading will | begin (if | |||||||
| N/A | ||||||||
| applica | ble) | |||||||
| 29Date rights trading will end (ifapplicable) | ||||||||
| N/A |
| 30How do+security holders sell theirentitlements_in full_through abroker? | 30How do+security holders sell theirentitlements_in full_through abroker? | 30How do+security holders sell theirentitlements_in full_through abroker? | 30How do+security holders sell theirentitlements_in full_through abroker? | N/A | N/A | N/A | N/A |
|---|---|---|---|---|---|---|---|
| 31How do+security holders sof their entitlements thr | ell_part_ough a | N/A | |||||
| broker and accept for the bal | ance? | ||||||
| 32How do+security holders dispose oftheir entitlements (except by sale | |||||||
| N/A | |||||||
| through a bro | er)? | ||||||
| 33+Despatch dat | e | N/A | |||||
Appendix 3B Page 6 + See chapter 19
1/1/2003
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 +quotation is sought
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39 Class of +securities for which quotation is sought
| 40Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state:• the date from which they do• theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment41Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversion ofanother security, clearly identify thatother security)42Number and+class of all+securitiesquoted on ASX (_including_thesecurities in clause 38) | ||
|---|---|---|
| Number | +Class | |
Appendix 3B Page 8 + See chapter 19
1/1/2003
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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.
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Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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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.
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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.
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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.
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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.
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Sign here: ............................................................ Date: 5 August 2008 Company Secretary
Print name: Amanda Gawne
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9