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SCHOOLBLAZER LIMITED — Share Issue/Capital Change 2007
Dec 12, 2007
65751_rns_2007-12-12_0ec37a0e-d9f3-40c4-827c-c00210dd2722.pdf
Share Issue/Capital Change
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Level 5, 34 Hunter Street Phone: +612 9221 7155 Sydney NSW 2000 Fax: +612 9233 2713 GPO Box 4406 Email: [email protected] Sydney NSW 2001 Web: www.hgl.com.au
13 December 2007
Companies Announcement Platform Australian Stock Exchange
Dear Sir/Madam
Re : Employee Share Scheme Share Buy-back
As required by the ASX Listing Rules please find attached;
-
1) a copy of ASIC Form 484(C) – Cancellation of Shares. This cancels 100,000 employee share scheme shares acquired by the company for $217,680.00 (being the issue price) following the resignation of an employee. These shares were acquired and cancelled on 12 December 2007;
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2) an Appendix 3E – re the 100,000 shares referred to in 1) above; and
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3) an Appendix 3F – re the 100,000 shares referred to in 1) above.
Yours faithfully
Peter Caldelis Secretary
HGL Limited
investing in businesses
ABN 25 009 657 961
Australian Securities & Investments Commission
Form 484 ( C )
Corporations Act 2001
Change to company details
Sections A, B or C may be lodged independently with this signed cover page to notify ASIC of:
A1 Change of address A2 Change of name – officeholders or members A3 Change – ultimate holding company
B1 Cease company officeholder C1 Cancellation of shares B2 Appoint company officeholder C2 Issue of shares B3 Special purpose company C3 Change to share structure C4 Changes to the register of members
If there is insufficient space in any section of the form, you may photocopy the relevant page(s) and submit as part of this lodgement
| Company details Refer to guide for information about corporate key |
Companyname | Companyname | Corporate key | Corporate key |
|---|---|---|---|---|
| HGL Limited | ||||
| ACN/ABN 009 657 961 |
||||
| Lodgement details |
Who should ASIC contact if there is a query about this form? Name Peter Caldelis ASIC registered agent number (if applicable) Telephone number ( 02 ) 9221 7155 Postal address GPO Box 4406 SYDNEY NSW 2001 Total number of pages including this cover sheet Please provide an estimate of the time taken to complete this form. 6 hrs mins |
|||
| Peter Caldelis | ||||
| ASIC registered agent number (if applicable) | ||||
| Telephone number | ||||
| ( 02 ) 9221 7155 | ||||
| Postal address | ||||
| GPO Box 4406 SYDNEY NSW 2001 | ||||
| Total number of pages including this cover sheet 6 |
||||
| Signature This form must be signed by a current officeholder of the company. I certify that the information in this cover sheet and the attached sections of this form are true and complete. Name Peter Caldelis Capacity Director Company secretary Signature Date signed 1 3 / 1 2 / 0 7 [D D] [M M] [Y Y] |
||||
| Peter Caldelis | ||||
| Capacity Director Company secretary Signature |
||||
| Date signed 1 3 / 1 2 / 0 7 [D D] [M M] [Y Y] |
||||
| Lodgement Send completed and signed forms to: Australian Securities and Investments Commission, PO Box 4000, Gippsland Mail Centre VIC 3841. Or lodge the form electronically by visiting the ASIC website www.asic.gov.au For help or m Telephone Web ASIC Form 484 1 March 2004 |
ore information 03 5177 3988 [email protected] www.asic.gov.au Cover page |
Cover page
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
Section C completion guide
Standard share codes Refer to the following table for the share class codes for sections C1, C2, C3 and C4
| Share class code Full title |
Share class code Full title |
e rence |
|
|---|---|---|---|
| A A B B …etc EMP employee's FOU founder's LG life governor's MAN management ORD ordinary RED redeemable SPE special |
PRF preference CUMP cumulative preference NCP non-cumulative preference REDP redeemable preference NRP non-redeemable preference CRP cumulative redeemable preferenc NCRP non-cumulative redeemable prefe PARP participative preference |
If you are using the standard share class codes you do not need to provide a full title for the shares, just the share class code
If you are not using the standard share class code, enter a code of no more than 4 letters and then show the full title.
Sections to complete
Use the table below to identify the sections of this form to complete (please indicate the sections that have been completed). Completion of this table is optional.
| C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register |
C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register |
C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register |
C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register |
C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register |
C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register |
|
|---|---|---|---|---|---|---|
| Issue of shares Proprietary company Public company if in response to the Annual company statement if not in response to the Annual company statement |
Not required Not required Not required |
� � � |
� � Not required |
� � Not required |
||
| Cancellation of shares Proprietary company Public company if in response to the Annual company statement if not in response to the Annual company statement |
� � � |
Not required Not required Not required |
� � Not required |
� � Not required |
||
| Transfer of shares Proprietary company Public company if in response to the Annual company statement if not in response to the Annual company statement |
Not required Not required Not required |
Not required Not required Not required |
Not required Not required Not required |
� � Not required |
||
| Changes to amounts paid Proprietary company Public company if in response to the Annual company statement if not in response to the Annual company statement |
Not required Not required Not required |
Not required Not required Not required |
� � Not required |
� � Not required |
||
| Changes to beneficial ownership Proprietary company Public company if in response to the Annual company statement if not in response to the Annual company statement |
Not required Not required Not required |
Not required Not required Not required |
Not required Not required Not required |
� � Not required |
||
To notify ASIC about a division or conversion of a class of shares, you must lodge a form 211 within 28 days of the change occurring.
To notify ASIC about a conversion of shares into larger or smaller numbers, you must lodge a form 2205B within 28 days of the change occurring.
ASIC Form 484
Section C Page 1 of 5
1 March 2004
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
C1 Cancellation of shares
| Reason for cancellation Please indicate the reason that shares have been cancelled (select one or more boxes) Details of cancelled shares |
Redeemable preference shares –S.254J Redeemed out of profits Redeemed out of proceeds of a fresh issue of shares Capital reduction –S.256A – S.256E Single shareholder company Multiple shareholder company. A Form 2560 must be lodged before a capital reduction takes place. Share buy-back –ss.257H(3) Minimum holding buy-back by listed company Other buy-back type. A form 280 or 281 must be lodged at least 14 days, and no more than 1 year before the share buy-back can take place Forfeited shares –S.258D Shares returned to a public company –ss.258E(2) & (3) Under section 651C, 724(2), 737 or 738 Under section 1325A (court order) Other Description Give section reference |
Redeemable preference shares –S.254J Redeemed out of profits Redeemed out of proceeds of a fresh issue of shares Capital reduction –S.256A – S.256E Single shareholder company Multiple shareholder company. A Form 2560 must be lodged before a capital reduction takes place. Share buy-back –ss.257H(3) Minimum holding buy-back by listed company Other buy-back type. A form 280 or 281 must be lodged at least 14 days, and no more than 1 year before the share buy-back can take place Forfeited shares –S.258D Shares returned to a public company –ss.258E(2) & (3) Under section 651C, 724(2), 737 or 738 Under section 1325A (court order) Other Description Give section reference |
||
|---|---|---|---|---|
| ares | ||||
| Other Description |
||||
| Give section reference | ||||
| L |
ist the details of shares cancelled in the following table Share class code Number of shares cancelled Amount paid (cash or otherwise) ORD 100,000 $217,680.00 |
|||
[ |
Earliest date of change Please indicate the earliest date that any of the above changes occured. 1 2 / 1 2 / 0 7 D D] [M M] [Y Y] |
ASIC Form 484 1 March 2004
Section C Page 2 of 5
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
C2 Issue of shares
List details of new share issues in the following table.
Share class code Number of shares issued Amount paid per share Amount unpaid per share Earliest date of change Please indicate the earliest date that any of the above changes occured / / [D D] [M M] [Y Y] If shares were issued for other than cash, were some or all of the shares issued under a written contract? Yes
if yes, proprietary companies must also lodge a Form 207Z certifying that all stamp duties have been paid. Public companies must also lodge a Form 207Z and either a Form 208 or a copy of the contract.
[No]
if no, proprietary companies are not required to provide any further documents with this form. Public companies must also lodge a Form 208.
C3 Change to share structure
Where a change to the share structure table has occurred (eg. as a result of the issue or cancellation of shares), please show the updated details for the share classes affected. Details of share classes not affected by the change are not required here.
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Share Full title if not standard Total number of Total amount Total amount
class code shares (current paid on these unpaid on
after changes) shares these shares
Earliest date of change
Please indicate the earliest date that any of the above changes occured
/ /
[D D] [M M] [Y Y]
Lodgement details Is this document being lodged to update the Annual Company Statement that was sent to you?
[Yes ]
[No ]
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ASIC Form 484
Section C Page 3 of 5
1 March 2004
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
C4 Changes to the register of members
Use this section to notify changes to the register of members for your company (changes to the shareholdings of members):
-
If there are 20 members or less in a share class, all changes need to be notified
-
If there are more than 20 members in a share class, only changes to the top twenty need be notified (s178B)
-
If shares are jointly owned, you must also provide names and addresses of all joint owners on a separate sheet (annexure), clearly indicating the share class and with whom the shares are jointly owned
| Family name Given name OR Company name ACN/ARBN/ABN Office, unit, level, or PO Box number Street number and Street name Suburb/City Postcode Country (if not Australia) The changes apply to Please indicate the name and address of the member whose shareholding has changed Date of change / / Earliest date of change Please indicate the earliest date that any of the following changes occured. [D D] [M M] [Y Y] The changes are Share class code Shares increased by …(number) Shares decreased by …(number) Total number now held Total $ paid on these shares Total $ unpaid on these shares Fully paid (y/n) Public companies are not required to provide these details Date of entry / / Date of entry of member's name in register* (New members only) [D D] [M M] [Y Y] |
Family name OR Company name |
Family name OR Company name |
Given name | s State/Territory |
|
|---|---|---|---|---|---|
| ACN/ARBN/ABN | |||||
| Office, unit, level, or PO Box number | |||||
| Street number and Street name | |||||
| Suburb/City | |||||
| Postcode | |||||
| Date of change / / [D D] [M M] [Y |
Y] | ||||
| Beneficially held (y/n) Top 20 member (y/n) |
|||||
| Date of entry / / [D D] [M M] [Y Y] |
ASIC Form 484
Section C Page 4 of 5
1 March 2004
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
C4 Continued… Further changes to the register of members
Use this section to notify changes to the register of members for your company (changes to the shareholdings of members):
-
If there are 20 members or less in a share class, all changes need to be notified
-
If there are more than 20 members in a share class, only changes to the top twenty need be notified (s178B)
-
If shares are jointly owned, you must also provide names and addresses of all joint owners on a separate sheet (annexure), clearly indicating the share class and with whom the shares are jointly owned
| Family name Given name OR Company name ACN/ARBN/ABN Office, unit, level, or PO Box number Street number and Street name Suburb/City Postcode Country (if not Australia) The changes apply to Please indicate the name and address of the member whose shareholding has changed Date of change / / Earliest date of change Please indicate the earliest date that any of the following changes occured. [D D] [M M] [Y Y] The changes are Share class Code Shares increased by …(number) Shares decreased by …(number) Total number now held Total $ paid on these shares Total $ unpaid on these shares Fully paid (y/n) Public companies are not required to provide these details Date of entry / / Date of entry of member's name in register* (New members only) [D D] [M M] [Y Y] |
Family name OR Company name |
Family name OR Company name |
Given name | s State/Territory |
|
|---|---|---|---|---|---|
| ACN/ARBN/ABN | |||||
| Office, unit, level, or PO Box number | |||||
| Street number and Street name | |||||
| Suburb/City | |||||
| Postcode | |||||
| Date of change / / [D D] [M M] [Y |
Y] | ||||
| Beneficially held (y/n) Top 20 member (y/n) |
|||||
| Date of entry / / [D D] [M M] [Y Y] |
ASIC Form 484
Section C Page 5 of 5
1 March 2004
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
Australian Securities & Investments Commission
Form 484 Corporations Act 2001
Guide: Change to company details
This guide does not form part of the prescribed form. It is included by ASIC to assist you in completing and lodging the Form 484.
Use the form 484 to notify ASIC of:
B1 Cease company officeholder C1 Cancellation of shares A1 Change of address B2 Appoint company officeholder C2 Issue of shares A2 Change of name – officeholders or members B3 Special purpose company C3 Change to share structure A3 Change – ultimate holding company C4 Changes to the register of members
The corporate key is an eight-digit number uniquely associated with a company’s ACN. If you are lodging this form in paper, you must include your corporate key on the cover sheet or ASIC will be unable to update your record. You Corporate key will find your corporate key on the front page of your annual statement. Please contact ASIC if you cannot locate your corporate key, or if you believe you have not been issued with one . Signature The cover sheet for this form must be signed by a continuing or newly appointed company officeholder. A resigning officer's signature is not acceptable Lodgement period Lodgement required: • within 28 days after the date of change; and • within 28 days after the date of issue of your annual company statement There are some exceptions for the member's details for proprietary companies. Refer to Section C – Shares details in this guide. Lodgement details To estimate the time taken to complete the form (on the cover page), please include: • The time actually spent reading the instructions, working on the question and obtaining the information • The time spent by all employees in collecting and providing this information Late fees Late fees will apply if: • you notify a change to company details outside the period required by the Corporations Act; and/or • you do not bring your company details up to date within 28 days after the date of issue of the annual company statement The late fees are: • $65 for up to one month late • $270 for over one month late. A form is not considered lodged until it is received and accepted by ASIC as being in compliance with s 1274(8) of the Corporations Act 2001. A receipt will not be issued unless requested. Lodgement Send completed and signed forms to: Form help or more information Australian Securities and Investments Commission, Telephone 03 5177 3988 PO Box 4000, Gippsland Mail Centre VIC 3841. Email [email protected] Web www.asic.gov.au Or lodge the form electronically by visiting the ASIC website www.asic.gov.au
ASIC Form 484 Guide
1 March 2004
Page 1 of 2
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
Section B – Alternate directors
For the appointment and cessation of alternate director, show the name of the director for whom they are alternate.
If the appointment is for a specified period:
-
Show both the date of appointment and the expiry date. There is no need to lodge a form when the alternate director ceases.
-
• If during the notified period, there is a change to the proposed end date, another Form 484 must be lodged which notifies the new end date in Section B1 Cease company officeholder .
If the appointment is open ended:
• Show the date of appointment only. • When the alternate director ceases, Section B1 Cease company officeholder must be completed and lodged.
The terms of appointment must be notified under s205B(2). An annexure setting out the terms of appointment must be attached. The terms of appointment must include details such as the timeframes of the appointment as an alternate director, capacity to sign instruments and attend meetings.
Section C – Shares details
All companies must notify ASIC if they cancel or issue shares by completing sections C1 or C2. Notification must be received within 28 days of the change occurring
Proprietary companies must also notify ASIC of any changes to the company’s share structure and any changes to details of their top 20 members by completing sections C3 and C4 within 28 days of such changes occurring.
Public companies are only required to complete sections C3 and C4 after they have received their annual company statement. Such notification must be received within 28 days of the date of issue of the company statement.
Special cases (for proprietary companies) and their lodging periods:
• Court orders a correction of the register – notify ASIC as specified by the court order or within one month of the court order.
- Company reduces its share capital – notify ASIC within 14 days after the resolution to reduce the share capital is passed.
Companies limited by guarantee, or companies limited by shares and guarantee who have not issued any shares, are not required to provide any details about share structure or their members ie. they do not complete sections C3 or C4.
Transferring Financial Institutions are not required to provide details of member’s shares that meet the requirements of Reg. 12.08.03; they should complete section C3 but not section C4.
How to provide additional information
Photocopied Form 484 pages
If there is insufficient space in any section of the form, you may photocopy the relevant page(s) and submit as part of this lodgement.
Annexures
If there is insufficient space in any section of the form, you may alternately submit annexures as part of this lodgement.
To make any annexure conform to the regulations, you must
-
use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
-
show the company name and ACN or ARBN
-
number the pages consecutively
-
print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
-
mark the annexure with an identifying letter or symbol eg a, b, c or 1, 2, 3 etc.
-
endorse the annexure with the words:
This annexure (mark) of (number) pages referred to in form (form number and title)
- sign and date the annexure
The annexure must be signed by the same person(s) who signed the form.
ASIC Form 484 Guide
1 March 2004
Page 2 of 2
5088 v1 PRECEDENTS PRECEDENTS 27 11 07
Appendix 3E Daily share buy-back notice
Rule 3.8A
Appendix 3E
Daily share buy-back notice ( except minimum holding buy-back and selective buy-back)
Information and documents given to ASX become ASX's property and may be made public.
Introduced 1/9/99. Origin: rule 3.6, Appendix 7C. Amended 30/9/2001.
| Name ofentity HGL Limited |
ABN |
|---|---|
| HGL Limited | 25 009 657 961 |
We (the entity) give ASX the following information.
Information about buy-back
| 1 Type of buy-back 2 Date Appendix 3C was given to ASX |
Employee Share Scheme |
|---|---|
| 27 November 2007 |
Total of all shares bought back, or in relation to which acceptances have been received, before, and on, previous day
3 Number of shares bought back or if buy-back is an equal access scheme, in relation to which acceptances have been received 4 Total consideration paid or payable for the shares |
Before previous day |
Previous day |
|---|---|---|
| 0 | 100,000 | |
| $nil | $217,680.00 |
- See chapter 19 for defined terms. 30/9/2001
Appendix 3E Page 1
Appendix 3E Daily share buy-back notice
Before previous day Previous day
- 5 If buy-back is an on-market buy-back
highest price paid: n/a Highest price paid: n/a date: n/a Lowest price paid: n/a lowest price paid: n/a date: n/a highest price allowed under rule 7.33: n/a
Participation by directors
6 Deleted 30/9/2001 not applicable
How many shares may still be bought back?
- 7 If the company has disclosed an intention to buy back a maximum number of shares - the remaining Nil number of shares to be bought back
Compliance statement
-
The company is in compliance with all Corporations Act requirements relevant to this buy-back.
-
There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.
Sign here: ________ Date: 13 December 2007 Secretary Print name: PS Caldelis
- See chapter 19 for defined terms. 30/9/2001
Appendix 3E Page 2
Appendix 3F Final share buy-back notice
Rule 3.8A
Appendix 3F
Final share buy-back notice ( except minimum holding buy-back)
Introduced 1/9/99. Origin: Appendix 7D and 7E. Amended 30/9/2001.
Information and documents given to ASX become ASX's property and may be made public.
| Name ofentity HGL Limited |
ABN |
|---|---|
| HGL Limited | 25 009 657 961 |
We (the entity) give ASX the following information.
Description of buy-back
- 1 Type of buy-back
Employee Share Scheme
Details of all shares bought back
- 2 Number of shares bought back
100,000
- 3 Total consideration paid or payable for the shares
$217,680.00
- 4 If buy-back is an on-market buy-back – highest and lowest price paid
highest price: n/a date: n/a lowest price: n/a date: n/a
- See chapter 19 for defined terms. 30/9/2001
Appendix 3F Page 1
Appendix 3F Final share buy-back notice
Compliance statement
-
The company is in compliance with all Corporations Act requirements relevant to this buy-back.
-
There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.
Sign here: ________ Date: 13 December 2007 Secretary Print name: PS Caldelis
- See chapter 19 for defined terms. 30/9/2001
Appendix 3F Page 2