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IRESS LIMITED — Share Issue/Capital Change 2012
Jun 28, 2012
65141_rns_2012-06-28_e3dd7b1a-e949-4d19-a309-9ca81464c0b9.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 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).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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) |
Fully Paid Ordinary |
|---|---|
| 1,392,861 Ordinary shares issued (see item 6 on the next page for a breakdown of composition) |
|
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
-
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
In relation to Deferred Share Rights granted to staff in May 2010 @ $1 per series per participant = $16 Total consideration: $16
Funding made available to the IRESS 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 2012 grants of Deferred Shares = $8,607,881 which represents $6.18 per share.
$6.18 was the closing share price on 07/05/12.
- See chapter 19 for defined terms.
Appendix 3B Page 2
11/3/2002
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6 Purpose of the issue 1. Issued to satisfy obligations arising from the May (If issued as consideration for the 2012 vesting of share grants in prior periods, namely: acquisition of assets, clearly identify a) 65,410 shares issued in relation to Deferred those assets) Share Rights granted to staff in May 2010
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Issued to satisfy obligations arising from offers of May 2012 Deferred Shares made to staff and the Managing Director.
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a) 946,740 shares issued in relation to May 2012 Deferred Shares grants made to staff a. 258,020 have a 2 year vesting term b. 688,720 have a 3 year vesting term
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b) 333,361 shares issued in relation to May 2012 Deferred share grants made to staff associated with the establishment of IRESS’ UK operations – these share grants have specific qualitative and quantitative performance criteria; a. 45,628 have a 1 year vesting term b. 57,556 have a 2 year vesting term c. 69,145 have a 3 year vesting term d. 161,032 have a 4 year vesting term
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c) 65,000 shares issued in relation to the 2012 Deferred Share grant made to Andrew Walsh (Managing Director). These all have a 3 year vesting term.
-
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There were 17,650 unallocated treasury shares arising from lapses and cancellations, which are now reallocated.
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After adjusting for treasury shares, the net new shares subscribed for = 1,392,861
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7 Dates of entering[+] securities into 28 June 2012 uncertificated holdings or despatch of certificates Number +Class
-
8 Number and +class of all 128,428,871 Ordinary (IRE) +securities quoted on ASX ( including the securities in clause 2 if applicable)
Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)
- 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 | Is security holder approval |
|---|---|
| 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 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 |
- See chapter 19 for defined terms.
Appendix 3B Page 4
11/3/2002
| 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 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? |
|
|---|---|
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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 ]
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(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
(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.
Appendix 3B Page 6
11/3/2002
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)
(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
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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.
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.
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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.
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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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See chapter 19 for defined terms.
Appendix 3B Page 8
11/3/2002
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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.
Sign here:
==> picture [131 x 45] intentionally omitted <==
Date: 29 June 2012
PP: Company Secretary
Print name: Peter Ferguson
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 9
11/3/2002