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IRESS LIMITED Share Issue/Capital Change 2011

Jun 29, 2011

65141_rns_2011-06-29_f1e36b61-cee3-4048-8c09-77c7522d9484.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.

Name of entity

IRESS Market Technology Limited

ABN

47 060 313 359

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).

$\pm$ Class of $\pm$ securities issued or to be $\mathbf{1}$ issued

Fully Paid Ordinary

  • Number of +securities issued or to $\overline{\mathfrak{c}}$ be issued (if known) or maximum number which may be issued
  • Principal terms of the +securities (eg, 3 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)

901,868 Ordinary shares issued (see item 6 on the next page for a breakdown of composition).

$\overline{4}$ Do the + securities rank equally in all
respects from the date of allotment
with an existing + class of quoted
+securities?
Yes.
If the additional securities do not
rank equally, please state:
the date from which they do
$\bullet$
which
the
extent
to
they
$\bullet$
participate for the next dividend,
of
(in
the
case
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 In relation to Deferred Share Rights granted to
staff in May 2009 $\omega$ \$1 per series per
participant = $$17$ .
In relation to Performance Rights granted to
staff in May 2008 $@$ \$1 per series per
participant = $$8.$
Total consideration: \$25.
Funding
made
available
IRESS
the
to
Employee share trust, and the total price paid
by the IRESS Employee Share trust in
subscribing for shares to meet the above
obligations and the 2011 grants of deferred
shares = $$8,324,241.64$ , which represents \$9.23
per share. \$9.23 was the closing share price on
$09/05/11$ .

+ See chapter 19 for defined terms.

6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
1. Issued to satisfy obligations arising from the May
2011 vesting of share grants in prior periods, namely:
a) 93,320 shares issued in relation to Deferred
Share Rights granted to staff in May 2009.
b) $291,000$ shares issued in
relation
to
Performance Rights granted to staff in May
2008. This includes 56,000 Performance
Rights which vest with Andrew Walsh,
IRESS' Managing Director. At the time of the
grant Andrew was General Manager Wealth
Management.
2. Issued to satisfy obligations arising from offers of
Deferred Shares made in May 2011 to staff and the
Managing Director.
a) 560,000 shares issued in relation to Deferred
Shares grants made to staff in May 2011.
b) 30,000 shares issued in relation to the
Deferred Shares grants made to Andrew
Walsh (Managing Director) in May 2011.
These Deferred Shares, subject to meeting criteria per
the Deferred Share Plan rules, will be eligible to vest
in May 2013.
3. There were 72,452 unallocated treasury shares
arising from lapses and cancellations, which are now
reallocated.
4. After adjusting for treasury shares, the net new
shares subscribed for $= 901,868$ .
2010

Dates of entering +securities into 29 June 2010
uncertificated holdings or despatch
of certificates $\overline{7}$

$8\,$ Number and +class of all *securities quoted on ASX (including the securities in clause 2
if applicable)

Number + Class
126,920,010 Ordinary (IRE)

$\overline{Q}$ Number and +class of al *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number +Class

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 holder
security
approval
Is
required?
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
determine
date
to
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
issue
be
sent
new
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 date
for
Closing
receipt
of
acceptances or renunciations.

+ See chapter 19 for defined terms.

  • 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
  • Amount of any handling fee payable 24 to brokers who lodge acceptances or renunciations on behalf of +security holders
  • 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
  • Date rights trading will begin (if 28 applicable)
  • 29 Date rights trading will end (if applicable)
  • 30 How do +security holders sell their entitlements in full through a broker?
  • How do +security holders sell part $31$ 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)
  • $(a)$

Securities described in Part 1

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

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

$(now go to 43)$

+ See chapter 19 for defined terms.

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 $\bullet$ 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)

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

+Class

(now go to $43$ )

All entities

Fees

43 Payment method (tick one)
Cheque attached
Electronic payment made
Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged
Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

  • $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • $\overline{c}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not $\bullet$ 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.
  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the 'securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.

+ See chapter 19 for defined terms.

  • $\overline{3}$ 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.
  • $\overline{4}$ 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: 30 June 2011 Company Secretary

Print name:

Peter Ferguson

+ See chapter 19 for defined terms.