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SMART PARKING LIMITED Share Issue/Capital Change 2011

Feb 6, 2011

65850_rns_2011-02-06_20a91e06-8163-4893-9539-8e5692f939b1.pdf

Share Issue/Capital Change

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==> picture [595 x 94] intentionally omitted <==

7 February 2011

Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street Sydney NSW 2000

By E‐Lodgement

The attached Appendix 3B and 3Y forms are lodged on a pre‐consolidation basis and show the change in capital structure following the exercise of all outstanding options in Empire Beer Group Limited.

Following the 3 for 4 consolidation of the Company’s share capital carried out by the Company’s share register in connection with the Meter Eye Limited acquisition transaction, holding notices are or have been despatched to all shareholders.

Yours faithfully

==> picture [152 x 59] intentionally omitted <==

Jeremy King Company Secretary

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

EMPIRE BEER GROUP LIMITED

ABN

45 119 327 169

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
9,700,000 Ordinary Shares
Ordinary Fully Paid Shares

06/05/09

Appendix 3B Page 1

  • 4 Do the[+] securities rank equally in all Yes 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

5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
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 clause 2 if applicable)
9
Number and+class of all+securities
not quoted on ASX (_including_the
securities in clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
$250,000. Exercise of Unlisted Options (10 cents,
30 June 2011).
$432,000. Exercise of Unlisted Director Options (6
cents, 31 December 2011).
$250,000. Exercise of Unlisted Options (10 cents,
30 June 2011).
$432,000. Exercise of Unlisted Director Options (6
cents, 31 December 2011).
Exercise of Unlisted Options (10 cents, 30 June
2011) to Ordinary Fully Paid Shares.
Exercise of Unlisted Director Options (6 cents, 31
December 2011) to Ordinary Fully Paid Shares.
2 February 2011
Number ~~+~~Class
102,684,928 Ordinary fully paid shares
Number ~~+~~Class
Nil
Not applicable

Part 2 - Bonus issue or pro rata issue

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?
N/A
N/A
N/A
N/A
N/A
N/A
N/A

06/05/09

Appendix 3B Page 3

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 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

( 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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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)

06/05/09

Appendix 3B Page 5

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.

  • 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.

  • 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:

==> picture [133 x 65] intentionally omitted <==

Print name: JEREMY KING, COMPANY SECRETARY == == == == ==

Date: 7 February 2011

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 30/09/01 Amended 01/01/11

Name of entity Empire Beer Group Limited ABN 45 119 327 169

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 Chris Morris
Date of last notice 6 May 2009

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 Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Finico Pty Limited
‐Director & Shareholder
Date of change 2 February 2011
No. of securities held prior to change Finico Pty Limited
31,960,607 Ordinary Fully Paid Shares
2,000,000 Options (exercisable at 10 cents
each on or before 30 June 2011).
2,400,000 Director Options (exercisable at 6
cents each on or before 31 December 2011).
Class Ordinary Fully Paid Shares
Number acquired 4,400,000 Ordinary Fully Paid Shares
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed 2,000,000 Unlisted Options (exercisable at
10 cents each on or before 30 June 2011).
2,400,000 Unlisted Director Options
(exercisable at 6 cents each on or before 31
December 2011).
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Consideration paid $344,000
Exercise of Unlisted Options:
2,000,000 Unlisted Options (exercisable at
10 cents each on or before 30 June 2011).
2,400,000 Unlisted Director Options
(exercisable at 6 cents each on or before 31
December 2011).
No. of securities held after change Finico Pty Limited
36,360,607 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
Exercise of Unlisted Options

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
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed Yes above traded during a[+] closed period where prior written clearance was required?

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
Yes
If so, was prior written clearance provided to allow the trade
to proceed during this period?
Exercise of options being made
in accordance with condition
precedent of Share Purchase
Agreement
entered
into
December 21 2010
If prior written clearance was provided, on what date was this
provided?
Share
Purchase
Agreement
entered into December 21 2010
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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 Empire Beer Group Limited
ABN 45 119 327 169

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 Anthony King
Date of last notice 28 June 2010

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

Direct or indirect interest Indirect and Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the
relevant interest.
Anthony King
‐Direct
Max Capital Pty Ltd
‐Director & Shareholder
Grange Consulting Group Pty Ltd
‐Director & Shareholder
Seventy Three Pty Ltd
‐Director & Shareholder
Jameker Pty Ltd
‐Director & Shareholder
Date of change 2 February 2011
No. of securities held prior to change Anthony King
5,715 Ordinary Shares
Max Capital Pty Ltd
1,889,401 Ordinary Shares
Grange Consulting Group Pty Ltd
258,065 Ordinary Shares
  • See chapter 19 for defined terms. 30/9/2001

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Seventy Three Pty Ltd
1,421,771 Ordinary Shares
Jameker Pty Ltd
2,940,799 Ordinary Shares
4,800,000 Director Options (exercisable at 6 cents
each on or before 31 December 2011).
500,000 Unlisted Options (exercisable at 10 cents each
on or before 30 June 2011).
Class Ordinary Shares
Director Options (exercisable at 6 cents each on or
before 31 December 2011).
Number acquired 4,500,000 Ordinary Shares
Number disposed 800,000 Director Options
Value/Consideration
Note: If consideration is non‐cash, provide details and
estimated valuation
$290,000 (Ordinary Shares)
Nil (Director Options)
No. of securities held after change Anthony King
5,715 Ordinary Shares
Max Capital Pty Ltd
1,889,401 Ordinary Shares
Grange Consulting Group Pty Ltd
258,065 Ordinary Shares
Seventy Three Pty Ltd
1,421,771 Ordinary Shares
Jameker Pty Ltd
7,440,799 Ordinary 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
Off‐Market Trade (Exercise and transfer of Unlisted
Options)

Part 2 – Change of director’s interests in contracts

Part 2 – Change of director’s interests in contracts
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
  • See chapter 19 for defined terms.

30/9/2001

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration
Note: If consideration is non‐cash, provide details and an
estimated valuation
N/A
Interest after change N/A

Part 3 – +Closed period

Interest after change
N/A
Part 3 – +Closedperiod
Were the interests in the securities or contracts detailed
above traded during a +closed period where prior written
clearance was required?
Yes
If so, was prior written clearance provided to allow the
trade to proceed during this period?
Exercise of options being made
in accordance with condition
precedent of Share Purchase
Agreement
entered
into
December 21 2010
If prior written clearance was provided, on what date was
this provided?
Share
Purchase
Agreement
entered into December 21 2010
  • See chapter 19 for defined terms.

30/9/2001

Appendix 3Y Page 3