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SEEK LIMITED — Capital/Financing Update 2006
Feb 12, 2006
65765_rns_2006-02-12_385f9fc5-db2d-45b7-8c00-f6172da7ad03.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.
Name of entity
SEEK LIMITED
ABN
46 080 075 314
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).
$\mathbf{1}$ +Class of +securities issued or to be $\lceil$ issued
Ordinary Shares
- Number of +securities issued or to 22,542 $\bar{2}$ be issued (if known) or maximum number which may be issued
- Principal terms of the *securities (eg. $\overline{3}$ 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)
Ordinary shares issued as fully paid.
+ See chapter 19 for defined terms.
| 4 | Do the "securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?If the additional securities do notrank equally, please state:the date from which they doextent to which theytheparticipate for the next dividend,(in the case of a trust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment | Yes | |
|---|---|---|---|
| 5 | Issue price or consideration | $0.3333 per share | |
| 6 | Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) | Executive Option Plan | Shares issued pursuant to employee exercisingshare options in accordance with the Senior |
| 7 | Dates of entering *securities intouncertificatedholdingsΘľdespatch of certificates | 10 February 2006 | |
| Number | + Class | ||
| 8 | Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 2 if applicable) | 282,297,885 | Ordinary |
$\div$ See chapter 19 for defined terms.
| Number | lass | ||
|---|---|---|---|
| -9 | Number and + class of all +securitiesnot quoted on ASX (including thesecurities in clause 2 if applicable) | 11,172,010 | Options |
$10°$ Dividend policy (in the case of a $\lceil$ trust, distribution policy) on the increased capital (interests)
The dividend policy of the Company is not affected
Part 2 - Bonus issue or pro rata issue
| 11 | holderapprovalNosecurityĬs.required? |
|---|---|
| 12 | Is the issue renounceable or non-$\rm No$renounceable? |
| 13 | Ratio in which the *securities will beNot applicableoffered |
| 14 | *Class of *securities to which theNot applicableoffer relates |
| 15 | *RecorddeterminedatetοentitlementsNot applicable |
| 16 | Not applicableWill holdings on different registers(or subregisters) be aggregated forcalculating entitlements? |
| 17 | Policy for deciding entitlements inNot applicablerelation to fractions |
| 18 | Names of countries in which theNot applicableentity has *security holders who willnot be sent new issue documents |
| Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rale 7.7. | |
| 19 | Not applicable$\sigma$ fClosingdateforreceiptacceptances or renunciations |
+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
| 20 | Names of any underwriters | Not applicable |
|---|---|---|
| 21 | Amount of any underwriting fee orcommission | Not applicable |
| 22. | Names of any brokers to the issue | Not applicable |
| 23 | Fee or commission payable to thebroker to the issue | Not applicable |
| 24 | any handlingfeeAmount ofpayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders | Not applicable |
| 25 | If the issue is contingent on*security holders' approval, the dateof the meeting | Not applicable |
| 26. | Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled | Not applicable |
| 27 | If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders | Not applicable |
| 28 | Date rights trading will begin (if Not applicableapplicable) | |
| 29 | Date rights trading will end (if Not applicableapplicable) | |
| 30 | How do *security holders sell theirentitlements in full through abroker? | Not applicable |
| 31 | How do "security holders sell partof their entitlements through abroker and accept for the balance? | Not applicable |
$\div$ See chapter 19 for defined terms.
32 How do *security holders dispose of their entitlements (except by sale through a broker)?
33 *Despatch date Not applicable
Not applicable
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.
Entities that have ticked box 34(b)
| 38 | Number of securities for which+ quotation is sought | Not applicable |
|---|---|---|
| 39 | Class of $\checkmark$ securitiesquotation is sought | for which Not applicable |
| 40 | Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities? | Not applicable |
| If the additional securities do notrank equally, please state:the date from which they doextent to which theytheparticipate for the next dividend,$(in$ thecaseof.$a -$trust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment | ||
| 41 | Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion of | Not applicable |
| another security, clearly identify thatother security) | ||
| 42 | Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 38) | Number- ClassNot applicable |
$\div$ See chapter 19 for defined terms.
Quotation agreement
- $\mathbf{1}$ *Quotation of air additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\mathfrak{D}$ 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.
- 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.
- 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.
+ See chapter 19 for defined terms.
- $\overline{3}$ 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.
- We give ASX the information and documents required by this form. If any $\overline{4}$ 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.
San It haliffe
Ian Mc Auliffe Company Secretary 13 February 2006
+ See chapter 19 for defined terms.