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IVE GROUP LIMITED — Capital/Financing Update 2015
Dec 15, 2015
65109_rns_2015-12-15_b244bbc7-b11d-4929-859a-4dcf0a231c0a.pdf
Capital/Financing Update
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IVE Group Limited ACN 606 252 644 ASX: IGL
Pre-Quotation Disclosure
The following information is required to be provided to ASX Limited ( ASX ) for release to the market in connection with the admission to the official list and official quotation on a deferred settlement trading basis of the fully paid ordinary shares in IVE Group Limited ( IVE ).
Unless otherwise defined, capitalised terms used in this notice have the meaning given to them in the IVE prospectus dated 4 December 2015 ( Prospectus ), available at www.asx.com.au.
Basis of allocation and procedures for determining allocations
The allocation policy for the Shares is described below:
-
Broker Firm Offer – Shares that have been allocated to Brokers for allocation to their Australian resident retail clients will be issued to the Applicants who have received a valid allocation of Shares from those Brokers. It will be a matter for each Broker as to how they allocate firm Shares among their retail clients, and they (and not IVE, Bell Potter Securities Limited nor Evans and Partners Pty Ltd ( Joint Lead Managers )) will be responsible for ensuring that retail clients who have received an allocation from them, receive the relevant Shares.
-
Priority Offer – Priority Offer Applicants will receive an allocation of Shares at the absolute discretion of IVE. Applications under the Priority Offer could only be made by selected investors who have received an invitation to apply for Shares under the Priority Offer. Successful applicants under the Priority Offer have been advised of their allocations.
-
Institutional Offer – The allocation of Shares among Applicants in the Institutional Offer was determined by the Joint Lead Managers in consultation with IVE. The Joint Lead Managers, in consultation with IVE, have absolute discretion regarding the basis of allocation of Shares among other Institutional Investors. Allocations to Institutional Investors were determined pursuant to a Bookbuild held on 26 November 2015. Successful applicants under the Institutional Offer have been advised of their allocations.
Applicants under the Broker Firm Offer can confirm their allocation of Shares by telephoning their Broker.
All Applicants are responsible for determining and confirming the number of Shares allocated to them prior to selling any Shares. Applicants who sell Shares before receiving their initial holding statement do so at their own risk.
The number of shares issued under the Offer
The issue price for each Share under the Offer is $2.00.
The number of shares to be issued under each part of the Offer is:
-
Institutional Offer – 25,802,500
-
Broker Firm Offer – 11,071,816
-
Priority Offer – 925,000
giving a total of 37,799,316 Shares to be issued under the Offer.
Despatch date
The intended date for sending CHESS allotment notices, issuer or sponsored holdings statements and any refund money is Thursday, 17 December 2015.
IGL: Pre-quotation disclosure
page 1
49103809
Distribution schedule of shareholders and statement of the 20 largest shareholders
Please refer to Attachment 1 for a distribution schedule of shareholders and statement of the 20 largest shareholders.
Completion of the acquisition of CPGH
IVE confirms that completion of the acquisition of all issued capital in Caxton Print Group Holdings Pty Ltd ( CPGH ) has occurred, including the issue of 48,937,836 Shares and the payment of $59.8 million to the shareholders of CPGH.
Issue of management shares and close-out of existing management incentive plan
IVE confirms the issue of 2,118,747 Shares to certain Management Shareholders (being those Management Shareholders who are discretionary beneficiaries of the management incentive plan (as described in section 5.4.4.3 of the Prospectus)) in connection with the company’s existing management incentive plan (as described in section 5.4.4.3 of the Prospectus. IVE further confirms that the existing management incentive plan will be closed out following completion of the Offer.
Escrowed shares
The following is a break-down of the number of shares subject to voluntary escrow, and the escrow period for each of the shareholders. Each escrowed shareholder may be released early from their escrow obligations in certain circumstances. See section 6.7 of the Prospectus for more information.
| Escrowed shareholders - Interests | Number of shares | Period of voluntary |
|---|---|---|
| associated with: | subject to voluntary | escrow |
| escrow | ||
| Geoff and Paul Selig | 13,316,329 | 50% of the Escrowed |
| Shares will be released | ||
| Mike Shannon | 1,862,899 | on the date on which the |
| audited financial accounts | ||
| for IVE Group for the | ||
| financial year ending 30 | ||
| June 2016 have been | ||
| released to ASX. | ||
| The remaining 50% of the | ||
| Escrowed Shares will be | ||
| Management Shareholders | 2,118,747 | released on the date on |
| which the audited | ||
| financial accounts for IVE | ||
| Group for the financial | ||
| year ending 30 June 2017 | ||
| have been released to | ||
| ASX. | ||
| The Escrowed Shares will | ||
| be released on the date | ||
| Wolseley Private Equity | 33,758,608 | on which the audited |
| financial accounts for IVE | ||
| Group for the financial |
IGL: Pre-quotation disclosure
page 2
49103809
| Escrowed shareholders - Interests | Number of shares | Period of voluntary |
|---|---|---|
| associated with: | subject to voluntary | escrow |
| escrow | ||
| year ending 30 June 2016 | ||
| have been released to | ||
| ASX. | ||
| TOTAL | 51,056,583 | - |
IGL: Pre-quotation disclosure
page 3
49103809
Attachment 1
Distribution schedule of shareholders and statement of the 20 largest shareholders
1 Distribution schedule of shareholders
IGL: Pre-quotation disclosure
page 4
49103809
PAGE NUMBER : 1 REPORT DATE : 16/12/2015 REPORT TIME : 08.11.00
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IVE GROUP LIMITED
INVESTOR RANGES WEDNESDAY 16 DECEMBER 2015
Ranges Investors Securities % Issued Capital
Security Group: ORD ORD & ESC
Totals for Security Group ORD
| 1 to 1000 | 13 | 8,979 | .01 |
|---|---|---|---|
| 1001 to 5000 | 223 | 893,331 | 1.00 |
| 5001 to 10000 | 211 | 1,766,877 | 1.99 |
| 10001 to 100000 | 262 | 7,076,804 | 7.96 |
| 100001 and Over | 38 | 79,109,910 | 89.03 |
| Total | 747 | 88,855,901 | 100.00 |
end of report
2 Statement of the 20 largest shareholders
IGL: Pre-quotation disclosure
page 5
49103809
PAGE NUMBER : 1 REPORT DATE : 16/12/2015 REPORT TIME : 08.10.21
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IVE GROUP LIMITED
FIRST 20 INVESTORS REPORT
| FIRST 20 INVESTORS REPORT | |||
|---|---|---|---|
| WEDNESDAY 16 DECEMBER 2015 | |||
| Current | % Issued | ||
| Rank | Investor | Balance | Capital |
| Sec. Group: ORD - ORD & ESC | |||
| 1 | PERPETUAL CORPORATE TRUST | 33,758,608 | 37.99% |
| LIMITED | |||
| <WOLSELEY PARTNERS FUND II | |||
| A/C> | |||
| 2 | CAXTON PRINT HOLDINGS PTY LTD | 13,316,329 | 14.99% |
| 3 | NATIONAL NOMINEES LIMITED | 6,016,851 | 6.77% |
| 4 | CITICORP NOMINEES PTY LIMITED | 2,858,679 | 3.22% |
| 5 | HSBC CUSTODY NOMINEES | 2,825,884 | 3.18% |
| (AUSTRALIA) LIMITED | |||
| 6 | J P MORGAN NOMINEES AUSTRALIA | 2,360,354 | 2.66% |
| LIMITED | |||
| 7 | UBS NOMINEES PTY LTD | 2,065,540 | 2.32% |
| 8 | SHANSLEY PTY LTD | 1,862,899 | 2.10% |
| 9 | HSBC CUSTODY NOMINEES | 1,662,500 | 1.87% |
| (AUSTRALIA) LIMITED - A/C 3 | |||
| 10 | HSBC CUSTODY NOMINEES | 1,403,500 | 1.58% |
| (AUSTRALIA) LIMITED - A/C 2 | |||
| 11 | BNP PARIBAS NOMINEES PTY LTD | 1,254,243 | 1.41% |
| 12 | BRISPOT NOMINEES PTY LTD | 1,044,460 | 1.18% |
| 13 | BNP PARIBAS NOMS PTY LTD | 899,806 | 1.01% |
| 14 | PAN AUSTRALIAN NOMINEES PTY | 750,000 | .84% |
| LIMITED |
PAGE NUMBER : 2 REPORT DATE : 16/12/2015 REPORT TIME : 08.10.21
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IVE GROUP LIMITED
FIRST 20 INVESTORS REPORT
WEDNESDAY 16 DECEMBER 2015
| Current | % Issued | |||
|---|---|---|---|---|
| Rank | Investor | Balance | Capital | |
| 15 | RBC INVESTOR SERVICES | 675,757 | .76% | |
| AUSTRALIA NOMINEES PTY LIMITED | ||||
| 16 | ACCBELL NOMINEES PTY LTD | 597,956 | .67% | |
| 17 | MVEL AITKEN PTY LTD | 500,681 | .56% | |
| 18 | WLHALH HOLDINGS PTY LTD | 500,681 | .56% | |
| 19 | MERRILL LYNCH (AUSTRALIA) | 475,000 | .53% | |
| NOMINEES PTY LTD | ||||
| 20 | DNSMD PTY LTD | 400,545 | .45% | |
| Investors | ||||
| TOTAL FOR TOP 20: | 75,230,273 | 20 | 84.67% | |
| Investors | ||||
| TOTAL IN THIS REPORT: | 75,230,273 | 20 | 84.67% | |
| TOTAL OTHER INVESTORS: | 13,625,628 | 727 | 15.33% | |
| GRAND TOTAL: | 88,855,901 | 747 | 100.00% |
end of report