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SERVICE STREAM LIMITED — Share Issue/Capital Change 2008
Jan 28, 2008
65865_rns_2008-01-28_de08a688-518b-48be-97b5-8801d5846eb0.pdf
Share Issue/Capital Change
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Service Stream Limited Level 12, 555 Lonsdale Street Melbourne, Victoria, 3000 PO Box 14570 Melbourne, Victoria 8001
Tel: 61 3 9677 8888 Fax: 61 3 9677 8800 ABN: 46-072-369-870
www.servicestream.com.au
ASX & Media Release
29 January 2008
Issue of Shares to Executive Directors
Services Stream Limited (ASX Code: SSM) today issued 200,000 ordinary shares to each of Mr Patrick Flannigan and Mr Michael Doery (a total of 400,000 shares) in recognition of their work in delivering milestone projects for the Company throughout the current financial year.
While the shares were issued in accordance with the performance criteria set out in clauses 7.3 and 7.5 of each Executive’s employment agreement, the total number of shares issued was substantially lower than that originally anticipated by the agreement, and Messrs Flannigan and Doery have also agreed that this will be the final issue of shares to them under their existing employment agreements.
Both Mr Flannigan and Mr Doery have agreed that they will enter into new arrangements which will more closely reflect the maturity of the company and align the goals and objectives of the senior executives to those of the shareholders.
Service Stream Limited Chairman, Mr Lyn Davies commented:
“We are delighted that both Mr Flannigan and Mr Doery approached the Board to allow their remuneration to be more closely linked to the performance of the more mature business and in line with shareholder value.”
“Since the 2007 Annual General Meeting I have had the opportunity to speak with several shareholders who will be pleased to see our Company’s senior executives have recognised the changing nature of the Company’s corporate development, and have voluntarily taken the initiative to move towards a reward system that is even more clearly aligned to the interests of all shareholders.”
Full details of the new employment agreements will be provided to shareholders prior to the next Annual General Meeting.
Ends
For further details contact:
Patrick Flannigan, Managing Director & Chief Executive Officer Service Stream Limited Tel: (61 3) 9677 8888 Michael Doery, Executive Director & Chief Financial Officer Service Stream Limited Tel: (61 3) 9677 8888
About Service Stream Limited:
Service Stream is a public company listed on the Australian Stock Exchange (Code: SSM) with annual revenues approaching A$500 million. The company is an Australian owned and operated industrial services enterprise with proven outsourced field force management, technical support, customer contact, customer assistance and asset management capabilities. Service Stream aims to generate superior returns for shareholders by leveraging its equipment installation and maintenance capabilities across a range of infrastructure based industries. For more information please visit the Company’s website at www.servicestream.com.au.
1 | P a g e
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
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).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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 +convertible securities, the conversion price and dates for conversion) |
Ordinary shares. |
|---|---|
| 500,000 ordinary shares. | |
| 400,000 ordinary shares issued in accordance with the employment agreements to Executive Directors for Nil consideration. 100,000 ordinary shares issued as approved by a resolution of shareholders at the 2007 Annual General Meeting to the Chairman for Nil consideration. |
- See chapter 19 for defined terms.
Appendix 3B Page 1
1/1/2003
- 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
-
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
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5 Issue price or consideration
As stated in section 3, Nil.
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6 Purpose of the issue 400,000 ordinary shares issued in accordance (If issued as consideration for the with the employment agreements. acquisition of assets, clearly identify those assets) 100,000 ordinary shares issued as approved by a resolution of shareholders at the 2007 Annual General Meeting.
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7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates
29 January 2008.
-
8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)
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9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)
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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
| Number | +Class |
|---|---|
| 170,532,556 | Ordinary |
| Number | +Class |
| 13,030,000 | Options over ordinary shares |
| No change from existing policy. |
Part 2 - Bonus issue or pro rata issue
| art 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) |
N/A |
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- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
| 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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Despatch date N/A |
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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Despatch date N/A |
N/A |
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| 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 ( 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[+] securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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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.
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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.
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Sign here: (Company secretary)
Date: 29 January 2008
Print name: Stephen Campbell
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/9/2001.
Name of entity Service Stream Limited
ABN: 46 072 369 870
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Patrick Flannigan |
|---|---|
| Date of last notice | 28 February 2007 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct and Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Flannigan Holdings Pty Ltd Family Super A/C> Partick Investments Pty Ltd |
| Date of change | 29 January, 2008 |
| No. of securities held prior to change | 803,052 Ordinary fully paid shares 4,200,000 Executive options |
| Class | Ordinary fully paid shares and options |
| Number acquired | 200,000 Ordinary fully paid shares |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | 1,003,052 Ordinary fully paid shares 4,200,000 Executive options |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issued as part of employment agreement. |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/9/2001.
Name of entity Service Stream Limited
ABN: 46 072 369 870
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Michael Doery |
|---|---|
| Date of last notice | 28 February 2007 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct and Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Miclod Holdings Pty Ltd SuperFund A/C> |
| Date of change | 29 January, 2008. |
| No. of securities held prior to change | 1,003,052 Ordinary fully paid shares 3,800,000 Executive options |
| Class | Ordinary fully paid shares and options |
| Number acquired | 200,000 Ordinary fully paid shares |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | 1,203,052 Ordinary fully paid shares 3,800,000 Executive options |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issued as part of employment agreement. |
- See chapter 19 for defined terms.
Appendix 3Y Page 3
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 4
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/9/2001.
Name of entity Service Stream Limited ABN: 46 072 369 870
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | John Llewellyn Davies |
|---|---|
| Date of last notice | 23 October 2007 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct and Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Davies Superannuation Nominees Pty Ltd ATF Davies Super Fund J L Davies and J M Davies ATF JLDSuperannuation Fund |
| Date of change | 29 January, 2008. |
| No. of securities held prior to change | 102,173 Ordinary fully paid shares |
| Class | Ordinary fully paid shares |
| Number acquired | 100,000 Ordinary fully paid shares |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Nil |
| No. of securities held after change | 202,173 Ordinary fully paid shares |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of securities as approved by a resolution of shareholders at the 2007 Annual General Meeting. |
- See chapter 19 for defined terms.
Appendix 3Y Page 5
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 6
11/3/2002