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SEEK LIMITED — Capital/Financing Update 2009
Dec 13, 2009
65765_rns_2009-12-13_624c60c6-2948-4563-92ee-74b246e4d381.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).
1 +Class of +securities issued or to be issued Options
(Not quoted)
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
1,118,424
| 3 | Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingandduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion) | Exercise price is $4.10 per share.Options vest 30 June 2012, subject to achievingRTSR & EPS hurdles (as set out in SEEK'sPerformance Rights and Options Plan and theInvitation to participate). Options areexercisable from 1 July 2012.Details contained in SEEK 2009 AGM Noticeof MeetingExpiry date: 30 November 2014 |
|---|---|---|
| 4 | 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 do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment | On exercise of the Options, the Ordinary Sharesto be issued will rank equally with existingOrdinary Shares and the Company will seekquotation of those Ordinary Shares | |
| 5 | Issue price or consideration | Not applicable |
| 6 | Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) | Options issued to Executive Directors, AndrewBassatandPaulBassat,toparticipateinSEEK's Long Term Incentive Arrangements.Approved by shareholders at the 2009 AGMheld 30 November 2009 |
| 7 | Dates of entering +securities intouncertificated holdings or despatchof certificates | 30 November 2009 |
+ See chapter 19 for defined terms.
| Number | +Class | ||
|---|---|---|---|
| 8 | +classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable) | 335,766,988 | Ordinary |
- 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
- Number +Class 4,743,917 425,074 5,168,991 - Options - Performance Rights
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Not applicable
Part 2 - Bonus issue or pro rata issue
| 11 | Issecurityholderapprovalrequired? | Not applicable |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | Not applicable |
| 13 | Ratio in which the +securities willbe offered | Not applicable |
| 14 | +Class of +securities to which theoffer relates | Not applicable |
| 15 | +Recorddatetodetermineentitlements | Not applicable |
| 16 | Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | Not applicable |
| 17 | Policy for deciding entitlements inrelation to fractions | Not applicable |
| 18 | Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments | Not applicable |
| Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. |
| 19 | Closingdateforreceiptofacceptances or renunciations | Not applicable |
|---|---|---|
| 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 | Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders | Not applicable |
| 25 | Iftheissueiscontingenton+securityholders'approval,thedate of 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 (ifapplicable) | Not applicable |
| 29 | Date rights trading will end (ifapplicable) | Not applicable |
| 30 | How do +security holders sell theirentitlementsinfullthroughabroker? | Not applicable |
| 31 | How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance? | Not applicable |
| 32 | How do +security holders dispose | Not applicable |
| of their entitlements (except by salethrough a broker)? |
+ See chapter 19 for defined terms.
33 +Despatch date 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
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 +securitiesquotedonASX(includingthesecurities in clause 38) | ||
+ See chapter 19 for defined terms.
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.
- 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.
- 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.
Print name: Ian Mc Auliffe Company Secretary
14 December 2009
+ See chapter 19 for defined terms.