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SERVICE STREAM LIMITED — Capital/Financing Update 2014
Apr 30, 2014
65865_rns_2014-04-30_4d5af70f-dfc1-4a62-9a7a-decfc9e9233f.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
Service Stream Limited
ABN
ACN 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).
| 1 | +Class of +securities issued or tobe issued | Fully paid ordinary shares(Shares). |
|---|---|---|
| 2 | Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued | This Appendix 3B updates the number ofordinary shares to be issued under theentitlement offer specified in the Appendix3B issued on Monday, 24 March 2014 (as aresult of reconciliation and rounding ofentitlements).59,446,303, shares to be issued on or around1 May2014 under a non-renounceable rightsissue (Rights Issue). |
| 3 | Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion) | Fully paid ordinary shares. |
+ See chapter 19 for defined terms.
4 Do the +securities rank equally in all respects from the +issue date 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
- 5 Issue price or consideration $0.18 per Share for the Rights Issue.
Shares issued will rank equally in all respects with shares currently on issue.
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
The proceeds raised will be used to:
• retire debt;
No.
- pay the costs associated with the Offer; and
- other working capital needs
- 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
N/A.
6c Number of +securities issued without security holder approval under rule 7.1
| N/A. |
|---|
6d Number of +securities issued with security holder approval under rule 7.1A
| N/A. | |||
|---|---|---|---|
+ See chapter 19 for defined terms.
- 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)
N/A.
N/A.
N/A.
N/A.
N/A.
The Shares to be issued pursuant to the Rights Issue will be issued on 1 May 2014.
| Number | +Class |
|---|---|
| 386,389,873 | Fully paid ordinary |
| shares on issue | shares. |
| following the | |
| Rights Issue. | |
| Number | +Class | ||
|---|---|---|---|
| 9 | +classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable) | Nil. | N/A. |
| 10 | Dividend policy (in the case of atrust, distribution policy) on the | No change from existing policy. |
Part 2 - Pro rata issue
increased capital (interests)
| 11 | Issecurityholderapprovalrequired? | Security holder approval was obtainedinrelation to the acquisition of Shares byThorney International Pty Ltd and ThorneyOpportunities Limited under sub | |
|---|---|---|---|
| underwriting agreements relating to theRights Issue(under item 7 of section 611 ofthe Corporations Act2001 (Cth)).Security holders approved the acquisitionof: | |||
| •up to 9,103,744 Shares by ThorneyInternational Pty Ltd (resulting in avoting power in the Company,immediately after completion of theRights Issue, of up to 37.8%); and•up to 27,311,225 Shares by ThorneyOpportunities Limited (resultingin avoting power in the Company,immediately after completion of theRights Issue, of up to 37.8%). | |||
| 12 | Is the issue renounceable or nonrenounceable? | Non renounceable. | |
| 13 | Ratio in which the +securitieswill be offered | The Rights Issue wasconducted on a 2 for11 basis. | |
| 14 | +Class of +securities to which theoffer relates | Fully paid ordinary Shares. | |
| 15 | +Recorddatetodetermineentitlements | 2April 2014. |
+ See chapter 19 for defined terms.
| 16 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | N/A |
|---|---|---|
| 17 | Policy for deciding entitlementsin relation to fractions | Where fractions arise in the calculations ofsecurity holders' rights under the RightsIssue, these have been rounded upto thenext whole number of Shares. |
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with. | All countries other than Australia andNewZealand. |
| Cross reference: rule 7.7. | ||
| 19 | Closingdateforreceiptofacceptances or renunciations | 22April 2014. |
| 20 | Names of any underwriters | Wilson HTM Corporate Finance Ltd. |
| 21 | Amount of any underwriting feeor commission | Wilson HTM Corporate Finance Ltdisentitled to a fee of 4% of the $10.7 millionto be raised under the Rights Issue. |
| 22 | Names of any brokers to theissue | N/A. |
| 23 | Fee or commission payable to thebroker to the issue | N/A. |
| 24 | Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders | N/A |
| 25 | If the issue is contingent onsecurity holders' approval, thedate of the meeting | Security holder approval was obtained on19 March 2014. |
| 26 | Date entitlement and acceptanceform and offer documents will besent to persons entitled | 4April 2014 (date of dispatch of theprospectus issued in relation to the RightsIssue). |
+ See chapter 19 for defined terms.
| 27 | If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders | N/A. |
|---|---|---|
| 28 | Date rights trading will begin (if | N/A. |
| applicable) | ||
| 29 | Date rights trading will end (ifapplicable) | N/A. |
| 30 | How do security holders selltheir entitlements in full througha broker? | N/A. |
| 31 | How do security holders sell partof their entitlements through abrokerandacceptforthebalance? | N/A. |
| 32 | How do security holders disposeof their entitlements (except bysale through a broker)? | N/A. |
| 33 | +Issue date | 1 May2014. |
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
+ See chapter 19 for defined terms.
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 +issue date 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
+ See chapter 19 for defined terms.
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)
| +Class | |
|---|---|
42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
+ See chapter 19 for defined terms.
SERVICE STREAM LIMITED ISSUED CAPITAL As of 01 May 2014
Top Holders Snapshot - Ungrouped Composition : EXE, ORD
| Rank | Name | AddressUnits | % of Units |
|---|---|---|---|
| 1. | THORNEY INTERNATIONAL PTY LTD | 66,772,728 | 17.28 |
| 2. | UBS NOMINEES PTY LTD | 34,443,271 | 8.91 |
| 3. | GANDEL SPRINGWEST PTY LTD <the gandel<br="">INVEST NO 1 A/C> | 21,356,226 | 5.53 |
| 4. | UBS WEALTH MANAGEMENT AUSTRALIANOMINEES PTY LTD | 20,541,362 | 5.32 |
| 5. | RUBI HOLDINGS PTY LTD <john f<br="" rubino="" s="">A/C> | 18,271,354 | 4.73 |
| 6. | HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED | 18,093,479 | 4.68 |
| 7. | CITICORP NOMINEES PTY LIMITED | 14,044,320 | 3.63 |
| 8. | NATIONAL NOMINEES LIMITED | 13,143,466 | 3.40 |
| 9. | BOND STREET CUSTODIANS LIMITED | 9,792,224 | 2.53 |
| 10. | DR ROGER GRAHAM BROOKE + MRS SALLY ANNBROOKE | 3,968,766 | 1.03 |
| 11. | RUDIE PTY LTD | 3,437,903 | 0.89 |
| 12. | BRISPOT NOMINEES PTY LTD <house head<br="">NOMINEE NO 1 A/C> | 3,406,999 | 0.88 |
| 13. | J P MORGAN NOMINEES AUSTRALIA LIMITED | 2,512,121 | 0.65 |
| 14. | BERKELEY SERVICES PTY LTD <berkeley super<br="">FUND A/C> | 2,148,761 | 0.56 |
| Rank | Name | Address | Units | % of Units |
|---|---|---|---|---|
| 15. | MR DARREN RONALD PATTERSON | 2,009,091 | 0.52 | |
| 16. | GLOBAL PROPERTY SERVICES PTY LIMITED | 1,771,542 | 0.46 | |
| 17. | MRS MAREE HELEN THEILER | 1,557,353 | 0.40 | |
| 18. | DR HEDLEY SANDLER + MRS BEVERLEY ANNESANDLER <h&b a="" c="" fund="" sandler="" super=""></h&b> | 1,288,077 | 0.33 | |
| 19. | MICLOD HOLDINGS PTY LTD <miclod super<br="">FUND A/C> | 1,241,630 | 0.32 | |
| 20. | MR JARRAD ROBERT STUART <stuartINVESTMENT A/C></stuart | 1,217,922 | 0.32 | |
| Totals: Top 20 holders of ISSUED CAPITAL | 241,018,595 | 62.38 | ||
| Total Remaining Holders Balance | 145,371,278 | 37.62 |
SERVICE STREAM LIMITED ISSUED CAPITAL As of 01 May 2014
Range of Units Snapshot Composition : EXE, ORD
| Range | Total holders | Units | % of Issued Capital |
|---|---|---|---|
| 1 - 1,000 | 530 | 155,303 | 0.04 |
| 1,001 - 5,000 | 1,020 | 2,812,349 | 0.73 |
| 5,001 - 10,000 | 583 | 4,617,727 | 1.20 |
| 10,001 - 100,000 | 1,575 | 54,343,722 | 14.06 |
| 100,001 - 9,999,999,999 | 338 | 324,460,772 | 83.97 |
| Rounding | 0.00 | ||
| Total | 4,046 | 386,389,873 | 100.00 |