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SERVICE STREAM LIMITED — Capital/Financing Update 2007
Feb 27, 2007
65865_rns_2007-02-27_f02491d2-ce41-4bdf-903a-0f3a597db3d6.pdf
Capital/Financing Update
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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
Service Stream Limited
ABN
46 072 369 870
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 issued
Options over ordinary shares.
Number of +securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
$\overline{3}$ Principal terms of the +securities (eg, if options, exercise price and expiry date: if partly paid *securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)
70,717,971 Ordinary Shares (revised from announcement dated: 20/12/06).
19,950,000 Options over ordinary shares.
Ordinary shares issued for nil consideration as part of the merger between Service Stream Limited (formerly) Total Communications Infrastructure Limited) and Service Stream Holdings Limited (formerly Service Stream Limited): Actual number issued: 70,717,971
Replacement Options over ordinary shares issued under employment agreements with Messrs Flannigan and Doery as advised to shareholders of Service Stream Holdings Limited (formerly Service Stream Limited) in the Notice of Annual General Meeting dated 24 October 2006. Refer Annexure "A".
| 3 | Principal terms of the "securities (continued) |
Options over ordinary shares issued to Mr Stanton as advised to shareholders in the Notice of General Meeting dated 15 November 2006. Refer Annexure "B". |
|---|---|---|
| Options over ordinary shares issued as Exchange Options to the former holders of STR Options. Refer Annexure "C". |
||
| 730,000 Options vesting on 4 January 2007, exercisable on or before 31 October 2011 at an exercise price of \$1.68. |
||
| 4 | Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? |
Ordinary fully paid shares - Yes. |
| If the additional securities do not rank equally, please state: the date from which they do extent to which they the ۰ participate for the next dividend, the case οf (in a trust, distribution) or interest payment the extent to which they do not ۰ |
||
| rank equally, other than in relation to the next dividend, distribution or interest payment |
||
| 5. | Issue price or consideration | Nil |
| 6. | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Ordinary shares issued for nil consideration as part of the merger between Service Stream Limited (formerly Total Communications Infrastructure Limited) and Service Stream Holdings Limited (formerly Service Stream Limited): Actual number issued: 70,717,971 |
| Options issued as part of the merger between Stream Limited (formerly Total Service Communications Infrastructure Limited) and Service Stream Holdings Limited (formerly Limited), Service Stream remuneration packages to Executive Directors and various unrelated staff members. |
||
| 7 | Dates of entering "securities into uncertificated holdings or despatch of certificates |
4 January 2007. |
$\bar{8}$ Number and +class of all *securities quoted on ASX (including the securities in clause 2 if applicable)
| Number | + Class |
|---|---|
| 140,003,471 | Ordinary |
| Comprising: Pre-merger shares: 109,609,808 New issues: 70,717,971 180,327,779 Lesse Shares Cancelled: (40,324,308) Shares on Issue: 140,003,471 |
9 Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)
| Number | + Class |
|---|---|
| 19,950,000 | Options over ordinary shares |
$10$ Dividend policy (in the case of a $\sqrt{\phantom{a}}$ No change from existing policy. trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| 11 | approval security holder Is. required? |
N/A |
|---|---|---|
| 12 | Is the issue renounceable or non- renounceable? |
N/A |
| 13 | Ratio in which the "securities will be offered |
N/A |
| 14 | Class of securities to which the offer relates |
N/A |
| 15 | determine *Record- date to entitlements |
N/A |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
N/A |
| 17 | Policy for deciding entitlements in relation to fractions |
N/A |
| 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. |
N/A |
|---|---|---|
| 19. | Closing date for receipt οf acceptances or renunciations |
N/A |
| 20 | Names of any underwriters | N/A |
| 21 | Amount of any underwriting fee or commission |
N/A |
| 22 | Names of any brokers to the issue | N/A |
| 23 | Fee or commission payable to the broker to the issue |
N/A |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or remunciations on behalf of *security holders |
N/A |
| 25. | If the issue is contingent on *security holders' approval, the date of the meeting |
N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
N/A |
| 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 |
N/A |
| 28 | Date rights trading will begin (if applicable) |
N/A |
| 29 | Date rights trading will end (if N/A applicable) |
|
| 30 | How do *security holders sell their $N/A$ entitlements in full through -a broker? |
| 31 | How do "security holders sell part $\vert N \rangle$ | |
|---|---|---|
| of their entitlements through a | ||
| broker and accept for the balance? |
| /A | |||
|---|---|---|---|
How do *security holders dispose $32$ of their entitlements (except by sale through a broker)?
33 *Despatch date
$N/A$
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of securities $(iick one)$
- Securities described in Part 1 $(a)$
- 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
$(b)$
- 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)
42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)
| Number | +Class |
|---|---|

Ouotation agreement
- $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ 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.
- 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.
- $\overline{4}$ 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.
(set)
Sign here:
(Company secretary)
Print name:
Stephen Campbell
Date: 28 February 2007
$\div$ See chapter 19 for defined terms.
Annexure "A"
Extract from Mr Flannigan's employment agreement, converted on a 2 for 5 basis as with all Exchange Options from STR.
Schedule 3 - Terms and conditions of Options
| Tranche of Options |
Exercise Price |
Vesting conditions | ||
|---|---|---|---|---|
| Each of these Options |
Have this exercise price |
and before the holder can exercise them, these financial performance conditions must be satisfied |
and the Executive remain an must employee of the Company until this date |
Expiry date |
| 240,000 | \$0.99 | 2007 EBIT is at least 7.5% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 160,000 | \$0.99 | 2007 EBIT is at least 12.5% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 200.000 | \$0.99 | 2007 EBIT is at least 18% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 200,000 | \$0.99 | 2007 EBIT is at least 25% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 240,000 | \$1.08 | 2008 EBIT is at least 7.5% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 160.000 | \$1.08 | 2008 EBIT is at least 12.5% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 200,000 | \$1.08 | 2008 EBIT is at least 18% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 200,000 | \$1.08 | 2008 EBIT is at least 25% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 240.000 | \$1.20 | 2009 EBIT is at least 7.5% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 160.000 | \$1.20 | 2009 EBIT is at least 12.5% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 200,000 | \$1.20 | 2009 EBIT is at least 18% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 200,000 | \$1.20 | 2009 EBIT is at least 25% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 2.400.000 |
Extract from Mr Doery's employment agreement, converted on a 2 for 5 basis
as with all Exchange Options from STR.
| Tranche of | Exercise | Vesting conditions | ||
|---|---|---|---|---|
| Options | Price | |||
| Each of | Have | and before the holder can exercise them, these | and the Executive | Expiry date |
| these | this. | financial performance conditions must be satisfied | remain an must |
|
| Options | exercise | emplovee of the |
||
| price | Company until this | |||
| date | ||||
| 200,000 | \$0.99 | 2007 EBIT is at least 7.5% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 144,000 | \$0.99 | 2007 EBIT is at least 12.5% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 180.000 | \$0.99 | 2007 EBIT is at least 18% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 180.000 | \$0.99 | 2007 EBIT is at least 25% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 216.000 | \$1.08 | 2008 EBIT is at least 7.5% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 144,000 | \$1.08 | 2008 EBIT is at least 12.5% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 180.000 | \$1.08 | 2008 EBIT is at least 18% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 180.000 | \$1.08 | 2008 EBIT is at least 25% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 216,000 | \$1.20 | 2009 EBIT is at least 7.5% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 144.000 | \$1.20 | 2009 EBIT is at least 12.5% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 180.000 | \$1.20 | 2009 EBIT is at least 18% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 180,000 | \$1.20 | 2009 EBIT is at least 25% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| h 400 000 |
2,160,000
Annexure "B"
Extract from Notice of General Meeting dated 15 November 2006 in regard to
Mr Stanton's Options
| Tranche of Options |
Exercise Price |
Vesting conditions | ||
|---|---|---|---|---|
| Each of these Options |
have this exercise price |
and before the holder can exercise them, these financial performance conditions must be satisfied |
and the Executive must remain an employee of the Company until this date |
Expiry date |
| 150,000 | \$0.99 | 2007 EBIT is at least 7.5% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 100.000 | \$0.99 | 2007 EBIT is at least 12.5% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 125.000 | \$0.99 | 2007 EBIT is at least 18% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 125,000 | \$0.99 | 2007 EBIT is at least 25% more than 2006 EBIT | 31 October 2007 | 31 October 2011 |
| 150,000 | \$1.08 | 2008 EBIT is at least 7.5% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 100.000 | \$1.08 | 2008 EBIT is at least 12.5% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 125,000 | \$1.08 | 2008 EBIT is at least 18% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 125,000 | \$1.08 | 2008 EBIT is at least 25% more than 2007 EBIT | 31 October 2008 | 31 October 2011 |
| 150,000 | \$1.20 | 2009 EBIT is at least 7.5% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 100.000 | \$1.20 | 2009 EBIT is at least 12.5% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 125,000 | \$1.20 | 2009 EBIT is at least 18% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 125,000 | \$1.20 | 2009 EBIT is at least 25% more than 2008 EBIT | 31 October 2009 | 31 October 2011 |
| 1.500,000 | ||||
| 500,000 | \$1.125 | Immediately upon issue | n/a | 31 October 2011 |
| 2,000,000 |
| Part F - Terms and conditions of Options | ||||||
|---|---|---|---|---|---|---|
| -- | -- | -- | -- | ------------------------------------------ | -- | -- |
+ See chapter 19 for defined terms.
Annexure "C"
Exchange Options issued as part of Merger Implementation Agreement
L.
| # of Options | ISSUE and Vesting Date |
Exercise Price |
Expiry Date |
|---|---|---|---|
| 1,160,000 | 4/01/2007 | 0.6250 | 31/10/2009 |
| 320,000 | 4/01/2007 | 0.9375 | 31/10/2009 |
| 320,000 | 4/01/2007 | 1.2500 | 31/10/2009 |
| 1.000.000 | 4/01/2007 | 0.6250 | 31/10/2009 |
| 320,000 | 4/01/2007 | 0.9375 | 31/10/2009 |
| 320,000 | 4/01/2007 | 1.2500 | 31/10/2009 |
| 160,000 | 4/01/2007 | 0.6250 | 31/10/2009 |
| 48,000 | 4/01/2007 | 0.6250 | 1/01/2010 |
| 16,000 | 4/01/2007 | 0.9375 | 1/01/2010 |
| 16,000 | 4/01/2007 | 1.2500 | 1/01/2010 |
| 200,000 | 4/01/2007 | 0.6250 | 1/03/2011 |
| 80,000 | 4/01/2007 | 0.6500 | 7/03/2010 |
| 48,000 | 4/01/2007 | 0.6250 | 1/01/2010 |
| 16,000 | 4/01/2007 | 0.9375 | 1/01/2010 |
| 16,000 | 4/01/2007 | 1.2500 | 1/01/2010 |
| 40,000 | 4/01/2007 | 0.9750 | 31/10/2009 |
| 40,000 | 4/01/2007 | 0.9750 | 31/10/2009 |
| 40,000 | 4/01/2007 | 0.9750 | 31/10/2009 |
| 40,000 | 4/01/2007 | 0.9750 | 31/10/2009 |
| 40,000 | 4/01/2007 | 0.9750 | 31/10/2009 |
| 20,000 | 4/01/2007 | 0.6250 | 31/10/2009 |
| 2,266,667 | 4/01/2007 | 0.6250 | 31/12/2007 |
| 2,266,667 | 4/01/2007 | 0.6250 | 31/12/2007 |
| 2,266,666 | 4/01/2007 | 0.6250 | 31/12/2007 |
| 1,032,000 | 4/01/2007 | 0.6250 | 31/10/2009 |
| 284,000 | 4/01/2007 | 0.9375 | 31/10/2009 |
| 284,000 | 4/01/2007 | 1.2500 | 31/10/2009 |
| 12,660,000 |