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SRG GLOBAL LIMITED — Capital/Financing Update 2011
Jun 19, 2011
65852_rns_2011-06-19_2c80af03-4102-4c3f-88f6-3d591c33f0be.pdf
Capital/Financing Update
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ISSUE OF GLOBAL CONSTRUCTION SERVICES LIMITED SHARES SECONDARY TRADING NOTICE NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 ("Act")
The Board of Directors of Global Construction Services Limited (Company) is pleased to confirm the issue, on 14 June 2011, of 14,304,071 fully paid ordinary shares (Securities) to the vendors of Global Industrial Services Pty Ltd (GIS) as part consideration for the Company's acquisition of 100% of the shares in GIS as approved at a General meeting of member's on 3 June 2011.
The securities issued are subject to a voluntary escrow of which the terms are disclosed in the attached Appendix 3B disclosure.
Secondary Trading Exemption
The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.
The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
- (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;
- (b) as at 14 June 2011 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and
- (c) as at 14 June 2011 there is no information:
- (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
- (ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
- A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
- B. the rights and liabilities attaching to the Securities.
-ENDS-
About GCS Group
GCS Group (ASX: GCS) is a diversified construction services company that supplies an extensive range of labour services and equipment to the construction and maintenance industries including hire and sales of scaffolding, formwork, material hoists, temporary accommodation, temporary fencing and general plant hire together with related design services.
GCS Group's strategy for growth is to focus primarily on servicing the West Australian construction, oil and gas and mining services sectors. In addition, the Company intends to explore opportunities in new markets, diversify into related industry sectors and acquire selected new businesses that create value for shareholders.
Further Information
Enzo Gullotti Managing Director
+61 8 9479 7990
Or visit: http://www.gcs-group.com.au
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.

GLOBAL CONSTRUCTION SERVICES LIMITED ACN 104 662 259
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
Fully Paid Ordinary Shares
- 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)
14,304,071
Securities subject to a Voluntary Escrow. 100% of the securities will be escrowed until after the release of GCS Group's half year financial report for the period ending 31 December 2011. On this date 50% of the securities will be released from escrow. The remaining 50% of the escrowed securities will be released from escrow on the date after the release of GCS Group's audited financial report for the year ended 30 June 2012.
| Do the +securities rank equally in allrespects from the date of allotment withan existing +class of quoted +securities? | Yes | |||
|---|---|---|---|---|
| If the additional securities do not rankequally, please state:•the date from which they do•the extent to which they participatefor the next dividend, (in the case ofa trust, distribution) or interestpayment•the extent to which they do not rankequally, other than in relation to thenextdividend,distributionorinterest payment | ||||
| 5 | Issue price or consideration | $1.62 per share | ||
| 6 | Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) | As approved at a General Meeting ofshareholder's on 3 June 201. The issue ismade to the vendors of Global IndustrialServices Pty Ltd (GIS) as part consideration ofGCS Group acquiring 100% of the shares inGIS as announced to the market on 20 April2011. | ||
| 7 | +Datesofenteringsecuritiesinto | 14 June 2011 | ||
| uncertificated holdings or despatch ofcertificates | ||||
| Number | +Class | |||
| 8 | Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 2 if applicable) | 115,654,987 | Ordinary F/P shares | |
| Number | +Class | |||
| 9 | Number and +class of all +securities notquotedonASX(includingthesecurities in clause 2 if applicable) | 960,000200,000200,000 | Unlisted Employee OptionsOptions $1.10, 1/9/2014Options $1.60, 1/9/2015 | |
| 10 | Dividend policy (in the case of a trust,distribution policy) on the increasedcapital (interests) |
Part 2 - Bonus issue or pro rata issue
| 11 | Issecurityholderapprovalrequired? | NA |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | |
| 13 | Ratio in which the +securities willbe offered | |
| 14 | +Class of +securities to which theoffer relates | |
| 15 | +Recorddatetodetermineentitlements | |
| 16 | Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | |
| 17 | Policy for deciding entitlements inrelation to fractions | |
| 18 | Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments | |
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| 19 | Cross reference: rule 7.7.Closingdateforreceiptofacceptances or renunciations | |
| 20 | Names of any underwriters | |
| 21 | Amount of any underwriting fee orcommission | |
| 22 | Names of any brokers to the issue | |
| 23 | Fee or commission payable to thebroker to the issue | |
| 24 | Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders | |
| 25 | Iftheissueiscontingenton+security holders' approval, the dateof 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?
- 32 How do +security holders dispose of their entitlements (except by sale through a broker)?
- 33 +Despatch date

- See ASX LR chapter 19 for defined terms.
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
- See ASX LR 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)
- 42 Number and +class of all + securities quoted on ASX (including the securities in clause 38)
| Number | +Class | ||
|---|---|---|---|
| 42 | Number and +class of all +securities quoted on | ||
| ASX (including the securities in clause 38) |
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 noone 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.
VINCE GERASOLO 20 June 2011 Company Secretary