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HUB24 LIMITED Share Issue/Capital Change 2013

Aug 6, 2013

65077_rns_2013-08-06_af0fcf99-3ee7-47e5-a970-d7666bbbfe91.pdf

Share Issue/Capital Change

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ASX Release

Release Number: 01 – 08 – 13 Release Date: 08 – 08 – 13

8 August 2013 Company Announcement Office ASX Limited (via ASX Online)

Issue of options and shares to employees under the Investorfirst Share Option Plan

Investorfirst Limited (ASX code: INQ) announces today that it is has issued 1,010,000 options to acquire fully paid ordinary shares to eligible employees under the Investorfirst Ltd Share option Plan which was approved by shareholders at the annual general meeting on 28[th] November 2011. The options have been issued at an exercise price of $0.8424 based upon a 20 day volume weighted average price at the close of trading on the 6[th] August 2013. These options are in addition to those that are proposed to be approved by shareholders at the extraordinary general meeting on 8[th] August 2013.

Additionally, 31 employees have been allocated 1,187 shares representing $1,000 worth of shares each for no cash consideration, with a total value of $31,000.

These shares will be transferred from the Investorfirst Ltd Employee Share Ownership Trust approved by shareholders at the annual general meeting on 28[th] November 2011. The number of shares on issue remains unchanged.

The issue of options and allocation of shares form part of the Company’s employee incentive arrangements, the purpose of which is to align the interests of employees with those of the shareholders and to provide a motivation and retention incentive.

Issued by Investorfirst Ltd (ASX: INQ).

For further information please contact: Andrew Alcock Chief Executive Officer Investorfirst Limited Telephone: + 61 2 8274 6000

Matthew Haes Company Secretary Investorfirst Limited Telephone: +61 2 8274 6000

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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 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

Name of entity

Investorfirst Ltd

ABN

87 124 891 685

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 Options (not quoted) to acquire fully paid be issued ordinary shares ("Options") granted to eligible employees under the terms of the Investorfirst Ltd Share Option Plan. 2 Number of[+] securities issued or 1,010,000 to be issued (if known) or maximum number which may be issued

  • See chapter 19 for defined terms.

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3
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)
Under the Investorfirst Share Option Plan,
participants are offered the grant of
Options.
Subject to satisfaction of the Vesting
Conditions applicable to the Options, the
holder will be entitled to exercise their
Options during any of the following periods
occurring after the 2ndanniversary of the
date of issue of the Options and before 11:59
pm on the Expiry Date (which is 14 October
2017):
 on any business day between 1 October
and 14 October (inclusive); and
 on any business day between 1 April and
14 April (inclusive).
The vesting conditions which must be met
to the satisfaction of the Board in order for
the Options to be exercised are:
Employment: The employee must not
cease to be employed by the Company or
any of its subsidiaries on a full‐time basis
at any time from the date of issue of the
Options until the date they are exercised
other than by reason of being a 'Good
Leaver'.
Share price hurdle:
The closing sale
price of the Shares traded on ASX must
have increased by at least 20% of the
Exercise Price of the Options (which is
$0.8424) for each day in any 20
consecutive trading day period starting
on or after the 1stanniversary of the date
of issue of the Options.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally An Option does not entitle a participant in all respects from the date of under the Investorfirst Share Option Plan to allotment with an existing[+] class participate in new issues of securities or to of quoted[+] securities? receive dividends. In the event that fully paid ordinary shares are issued upon the If the additional securities do exercise of Options pursuant to the not rank equally, please state:  the date from which they do Investorfirst Share Option Plan, those  the extent to which they shares will rank equally with existing participate for the next ordinary shares. 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 The Options are being granted under the (If issued as consideration for Investorfirst Share Option Plan that has the acquisition of assets, clearly been established by the Company. identify those assets)

6a Is the entity an[+] eligible entity Yes that has obtained security 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 6b The date the security holder 30 November 2012 resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1

  • See chapter 19 for defined terms.

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6d Number of[+] securities issued N/A with security holder approval under rule 7.1A 6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued N/A under an exception in rule 7.2 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under N/A rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Remaining capacity 7.1 – Nil FPO Shares issue capacity under rule 7.1 and Remaining capacity 7.1A ‐34,617 FPO Shares rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Offers to eligible employees under the Investorfirst Share Option Plan were issued on 7 August 2013. Number +Class 8 Number and +class of all 38,913,469 FPO Shares +securities quoted on ASX ( including the securities in section 2 if applicable)

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
312,500
1,650,006
102,500
43,750
93,750
312,500
1,010,000
Options (exercisable
at
$4.80
each
expiring
on
1
December 2013).
Options (exercisable
at
$5.20
each
expiring on 1 January
2015).
Options (exercisable
at
$3.80
each
expiring
on
5
December 2015).
Options (exercisable
at
$3.80
each
expiring
on
4
February 2016).
Options (exercisable
at
$4.00
each
expiring
on
1
December 2015).
Options (exercisable
at
$4.00
each
expiring
on
31
December 2015).
Options (exercisable
at
$0.8424
each
expiring
on
14
October 2017).
Nil

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

  • See chapter 19 for defined terms.

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12 Is the issue renounceable or non‐
renounceable?
13 Ratio in which the+securities
will be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in 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.
19 Closing
date
for
receipt
of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to
the broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
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
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell
their entitlements_in full_through
a broker?
31 How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32 How
do
+security
holders
dispose of their entitlements
(except
by
sale
through
a
broker)?
33 +Despatch date

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 )

  • See chapter 19 for defined terms.

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(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

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which 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 restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

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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.

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Sign here: ............................................................ Date: 7 August 2013 (Company secretary)

Print name: Matthew Haes

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

  • Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

  • • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

  • • Number of partly paid ordinary securities that became fully paid in that 12 month period

  • Note: • Include only ordinary securities here – other classes of equity securities cannot be added

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • Subtract the number of fully paid ordinary securities cancelled during that 12 month period “A”

  • See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

  • Under an exception in rule 7.2

  • Under rule 7.1A

  • With security holder approval under rule 7.1 or rule 7.4

Note:

  • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

  • It may be useful to set out issues of securities on different dates as separate line items

“C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 Note: number must be same as shown in Step 2 Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

  • This applies to equity securities – not just ordinary securities

  • • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “E”

  • See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

  • See chapter 19 for defined terms.

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