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LASERBOND LIMITED — Share Issue/Capital Change 2011
Jul 4, 2011
65215_rns_2011-07-04_15861e84-d9be-46f5-9ab1-d0ff86f50096.pdf
Share Issue/Capital Change
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5 July 2011
Reconciliation of Issued Ordinary Shares
The attached Appendix 3B does not relate to the issue of new shares over and above the existing 72,099,638 ordinary shares. It is only provided to allow the ASX to update its records to match the total number of shares issued to 72,099,638.
Further Explanation:
On 3 June 2011 LaserBond announced the conversion of convertible notes to 1,055,904 ordinary shares which increased the total number of shares quoted on the ASX from 71,043,734 to 72,099,638. The prior total of 71,043,734 ordinary shares was fully disclosed in the 2010 Annual Report. However the ASX has noted a discrepancy in the number of ordinary shares it has on its records and requested the submission of this Appendix 3B to bring the ASX records up to date.
Matthew Twist Company Secretary
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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 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
LASERBOND LTD
ABN 24 057 636 692
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) |
ORD |
|---|---|
| 1,960,000 | |
| 1. 99,990 related to an Employee Share Plan, vested 1/3 each year from date of issue. 2. 250,000 related to a contract of Employment dated 24thSeptember 2008 for a senior management employee (non‐Director) 3. 1,610,010 related to the Earn Out requirements of the Share Sale Deed for the purchase of Peachey’s EngineeringPtyLtd. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
4 Do the[+] securities rank equally in Yes all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:
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the date from which they do
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• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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5 Issue price or consideration
| 1. $10,999, or $0.11 per share – being the share price at the date of the Board approval of the Employee Share Plan. 2. $25,000, or $0.10 per share – being the average price from initial employment date and both employment anniversary dates. 3. $149,138, or $0.09263 per share ‐ being part of the 2009 Earn Out paymentpaid in scrip. |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 2
1/1/2003
Appendix 3B New issue announcement
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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
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Employee Share Plan. Eligible employees are entitled to up to $1,000 per annum in tax free shares. An Eligible employee means a person is an employee of LaserBond, is an Australian resident for taxation purposes and their term of employment exceeds 36 months. This ESOP program was approved by shareholders at a General Meeting held 25[th] June 2009.
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Contract of Employment. The employee was eligible to 200,000 shares on employment, escrowed for 12 months, and a further 25,000 shares per annum issued on each anniversary of employment. The employee was employed with LaserBond for over 2 years but has since resigned. Therefore no further issue of shares will be required.
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Share Sale Deed. The deed for the purchase of Peachey’s Engineering provided for earn out payments based on financial results for the 2009 and 2010 fiscal years. The deed also provided for 1/3 of any earn out payment to be provided in the form of ordinary shares held in escrow for a period of three years. The terms of the earn out arrangement were originally announced to the market on 13[th] November 2008. All shares issued in relation to the Share Sale Deed were released from Escrow 22[nd] October 2010 as per an ASX announcement dated 7[th] October 2010.
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7 Dates of entering +securities into uncertificated holdings or despatch of certificates
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8 Number and +class of all +securities quoted on ASX ( including the securities in clause 2 if applicable)
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23[rd] December 2009 2. 11[th] February 2010 3. 19[th] May 2010
Number +Class 72,099,638 ORD
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
Number +Class 9 Number and +class of all N/A N/A +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a Not applicable at this time trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval N/A required? 12 Is the issue renounceable or non‐ N/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions 18 Names of countries in which the N/A 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.
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
| 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 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? |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A
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
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
Entities that have ticked box 34(b)
38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the date of allotment with an existing[+] class of quoted[+] securities?
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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
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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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)
| N/A | |
|---|---|
| Number | +Class |
| N/A | N/A |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7