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SEEK LIMITED — Capital/Financing Update 2012
Sep 10, 2012
65765_rns_2012-09-10_0fb1aee3-7fc2-4afb-8db1-4729f57eef87.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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
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 Share Options (not quoted) 2 Number of[+] securities issued or to be issued (if known) or maximum number 2,415,099 which may be issued
3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if Exercise Price: $7.43 partly paid +securities, the amount Exercise Date: 1 July 2015 outstanding and due dates for payment; if +convertible securities, the conversion price Expiry Date: 1 July 2017 and dates for conversion) Vesting subject to achieving target performance hurdle at 30 June 2015. After exercising vested options, there is a further 12 month holding lock on the shares before participants have access to the shares.
- See chapter 19 for defined terms.
Appendix 3B Page 1
01/08/2012
- 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?
Not Applicable
-
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
-
5 Issue price or consideration
-
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| 6a | Is the entity an+eligible entity that has |
|---|---|
| obtained security holder approval under | |
| rule 7.1A? | |
| If Yes, complete sections 6b – 6h_in relation_ | |
| to the+securities the subject of this Appendix | |
| 3B, and comply with section 6i | |
| 6b | The date the security holder resolution |
| under rule 7.1A was passed | |
| 6c | Number of +securities issued without |
| security holder approval under rule 7.1 | |
| 6d | Number of+securities issued with security |
| holder approval under rule 7.1A | |
| 6e | Number of+securities issued with security |
| holder approval under rule 7.3, or another | |
| specific security holder approval (specify | |
| date of meeting) | |
| 6f | Number of securities issued under an |
| exception in rule 7.2 |
Nil
Issue to executive and senior management employees (excluding the CEO) as part of SEEK Long Term Incentive Remuneration Plan. Options are issued under the Performance Rights and Options Plan. Not Applicable
| 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
||
|---|---|---|
| 10 September 2012 | ||
| Number | +Class | |
| 337,101,307 | Ordinary Shares | |
| Number | +Class | |
| 9,272,970 | Options | |
- See chapter 19 for defined terms.
Appendix 3B Page 3
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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 |
| 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? |
- See chapter 19 for defined terms.
Appendix 3B Page 5
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32 How do +security holders dispose of their entitlements (except by sale through a broker)?
33 +Despatch date
- See chapter 19 for defined terms.
Appendix 3B Page 6
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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 7
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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) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38) |
||
|---|---|---|
| Number | +Class | |
- See chapter 19 for defined terms.
Appendix 3B Page 8
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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.
==> picture [11 x 14] intentionally omitted <==
- The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
==> picture [11 x 14] intentionally omitted <==
- There is no reason why those[+] securities should not be granted +quotation.
==> picture [11 x 14] intentionally omitted <==
- 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
==> picture [11 x 14] intentionally omitted <==
- 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.
==> picture [11 x 14] intentionally omitted <==
-
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.
Sign here: ......................................................... Date: 11 September 2012 (Director/Company secretary)
Print name: Moana Weir
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 9
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