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MIRVAC GROUP Capital/Financing Update 2009

Jul 8, 2009

65328_rns_2009-07-08_f6925676-1574-4a72-8ce7-eb1867c95ee4.pdf

Capital/Financing Update

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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, 1/1/2003, 24/10/2005.

Name of entity

Mirvac Group, comprising Mirvac Limited and Mirvac Property Trust, of which Mirvac Funds Limited is the Responsible Entity.

ABN

Mirvac Limited ABN 92 003 280 699 Mirvac Funds Limited ABN 70 002 561 640 Mirvac Property Trust ARSN 086 780 645

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 stapled securities, each
comprising one fully paid ordinary share in
Mirvac Limited and one unit in Mirvac
Property Trust (Securities).
152,515,180 Securities under the Institutional
Placement
947,472,515 Securities under the Entitlement
Offer.
Fully paid Securities.
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

ME_80902789_2 (W2003)

  • 4 Do the[+] securities rank equally in Yes, the new Securities rank pari passu with all respects from the date of the existing Securities from 24 June 2009 allotment with an existing[+] class and will be entitled to receive the full of quoted[+] securities? September 2009 quarter distribution (new Securities will not receive the June 2009

  • If the additional securities do not distribution). rank equally, please state: • the date from which they do Securities issued under the Institutional • the extent to which they Placement are not entitled to participate participate for the next under the Entitlement Offer. 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 $1.00 per Security. 6 Purpose of the issue The proceeds of the issue will be used to (If issued as consideration for the repay debt and for general working capital acquisition of assets, clearly purposes. identify those assets)

7 Dates of entering[+] securities 24 June 2009 for securities issued under the into uncertificated holdings or Institutional Placement (152,515,180 despatch of certificates Securities), the Institutional Entitlement Offer (772,890,377 Securities) and for Securities in respect of which valid acceptances have been received by 7.00pm (Sydney time) on 18 June 2009 ( Early Acceptance Date ) under the Retail Entitlement Offer (18,304,177 Securities). 9 July 2009 under the Retail Entitlement Offer (156,277,961 Securities).

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
Number ~~+~~Class
2,805,460,371 Fully paid ordinary
stapled securities.

ME_80902789_2 (W2003)

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)
Number ~~+~~Class
10,464,491
9,923,912
Options
Performance Rights
No change.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Part 2 - Bonus issue or pro rata issue

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
No.
Non-renounceable and will not be tradeable
on ASXorotherwise transferable.
5 new Securities for every 9 Securities held
as at the record date (see item 15 below).
Fully paid ordinary stapled securities.
7.00pm (Sydney time) on 10 June 2009.
No.
Where fractions arise in the calculation of
securityholders'
entitlements
under
the
Entitlement Offer they will be rounded down
to the next whole number of the new
Securities.
All countries other than Australia and New
Zealand and any other jurisdictions into
which it is decided to make offers.
11.00am on 5 June 2009 (Institutional
Entitlement Offer close).
5.00pm on 18 June 2009 (Early Retail
Entitlement Offer close).
5.00pm on 30 June 2009 (Retail Entitlement
Offerclose).

ME_80902789_2 (W2003)

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
UBS AG, Australia Branch and Macquarie
Capital Advisers Limited
UBS AG, Australia Branch and Macquarie
Capital Advisers Limited have agreed to
manage and fully underwrite both the
Institutional Placement and the Entitlement
Offer.
UBS AG, Australia Branch and Macquarie
Capital Advisers Limited will share equally
an institutional offer underwriting fee of 2%
of the institutional offer proceeds, an
institutional offer management fee of 0.25%
of the institutional offer proceeds, a retail
offer underwriting fee of 1.25% of the retail
offer
proceeds
and
a
retail
offer
management fee of 0.25% of the retail offer
proceeds. They may also be paid a
discretionary incentive fee of 0.50% of the
total offer proceeds.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
No
prospectus
or
Product
Disclosure
Statement is being produced however
entitlement and acceptance forms were sent
to eligible securityholders on 15 June 2009.
  • See chapter 19 for defined terms.

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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
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Refer to Item 7 of this Appendix 3B
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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ME_80902789_2 (W2003)

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.

1/1/2003

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ME_80902789_2 (W2003)

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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ME_80902789_2 (W2003)

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.

==> picture [104 x 47] intentionally omitted <==

Sign here: ............................................................ Date: 09/07/2009 Company Secretary

Print name:

Michael G.A. Smith

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9

ME_80902789_2 (W2003)