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SELECT HARVESTS LIMITED — Capital/Financing Update 2014
Sep 29, 2014
65792_rns_2014-09-29_f087858a-2002-44f1-94d4-d19fccd76462.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, 04/03/13
Name of entity
Select Harvests Limited
ABN
87 000 721 380
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 | +Classof +securitiesissued or tobe issued | Fully paid ordinary shares in Select HarvestsLimited (New Shares) to be issued pursuantto a share purchase plan (SPP). |
|---|---|---|
| 2 | Number of +securitiesissued ortobeissued(ifknown)ormaximum number which maybe issued | 3,688,977 New Shares to be issued under theSPP. |
| 3 | Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamountoutstandingandduedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion) | The New Shares will be issued on the sameterms as existing, issued ordinary fully paidshares of Select Harvests Limited. |
- See chapter 19 for defined terms.
| 4 | Do the +securitiesrank equallyin all respects from the +issuedate with an existing +classofquoted +securities?If the additional +securitiesdonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment | TheNewShareswillrankequallyinallrespects with existing, issued ordinary fullypaid shares of Select Harvests Limited. |
|---|---|---|
| 5 | Issue price or consideration | The New Shares to be issued under the SPPwill be issued at $5.35 per New Share. |
| 6 | Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) | The funds raised under the SPP will assistSelect Harvests Limited in funding its sevenpointstrategy,includingtheacquisitionsannouncedon25August2014andassociated transaction costs. |
| 6a | Is the entity an +eligibleentitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i | Not applicable. |
| 6b | Thedatethesecurityholderresolution under rule 7.1A waspassed | Not applicable. |
| 6c | +securitiesNumberofissuedwithoutsecurityholderapproval under rule 7.1 | Not applicable. |
+ See chapter 19 for defined terms.
- 6d Number of +securities issued with security holder approval under rule 7.1A Not applicable.
- 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
- 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 +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
| Number | +Class |
|---|---|
| 70,388,318 | Ordinary,fullypaidshares. |
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
30 September 2014.
+ See chapter 19 for defined terms.
| Number | +Class | ||
|---|---|---|---|
| 9Numberand+securities(includingsection 2 if applicable) | +classofallnot quoted on ASX+securitiesthein | ||
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The dividend policy is not proposed to change from the existing dividend policy.
Part 2 - Pro rata issue
| 11 | Issecurityholderapprovalrequired? | Not applicable. |
|---|---|---|
| 12 | Is the issue renounceable or non‐renounceable? | Not applicable. |
| 13 | +securitiesRatioinwhichthewill be offered | Not applicable. |
| 14 | +Classof +securitiesto which theoffer relates | Not applicable. |
| 15 | +Recorddatetodetermineentitlements | Not applicable. |
| 16 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | Not applicable. |
| 17 | Policy for deciding entitlementsin relation to fractions | Not applicable. |
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments | Not applicable. |
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| Cross reference: rule 7.7. | ||
+ See chapter 19 for defined terms.
| 19 | Closingdateforreceiptofacceptances or renunciations | Not applicable. |
|---|---|---|
| 20 | Names of any underwriters | Not applicable. |
| 21 | Amount of any underwriting feeor commission | Not applicable. |
| 22 | Namesofanybrokerstotheissue | Not applicable. |
| 23 | Feeorcommissionpayabletothe broker to the issue | Not applicable. |
| 24 | Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders | Not applicable. |
| 25 | Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting | Not applicable. |
| 26 | Date entitlement and acceptanceform and offer documents will besent to persons entitled | Not applicable. |
| 27 | If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnotices 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 | Howdosecurityholdersselltheir entitlements in full througha broker? | Not applicable. |
+ See chapter 19 for defined terms.
| 31 | How do security holders sell partof their entitlements through abrokerandacceptforthebalance? | Not applicable. |
|---|---|---|
| 32 | How do security holders disposeof their entitlements (except bysale through a broker)? | Not applicable. |
| 33 | +Issuedate | 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) | +Securitiesdescribed in Part 1 |
| (b) | All other +securitiesExample: 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 convertiblesecurities |
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 +securitiesfor which+quotationis sought | Not applicable. | |
|---|---|---|---|
| 39 | +Class+securitiesofforwhichquotation is sought | Not applicable. | |
| 40 | Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities? | Not applicable. | |
| +securitiesIftheadditionaldonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment | |||
| 41 | Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(ifissueduponconversionofanother +security,clearly identify | Not applicable. | |
| that other +security) | |||
| 42 | +classNumberandofall+securitiesquotedonASX+securities(includingtheinclause 38) | NumberNot applicable. | +ClassNot applicable. |
- 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.
- 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 is not available now, we 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: | Paul Chambers Date: 30 September 2014 | |
|---|---|---|
| Company Secretary |
Print name: Paul Chambers
== == == == ==
+ See chapter 19 for defined terms.