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SRG GLOBAL LIMITED Capital/Financing Update 2011

Apr 27, 2011

65852_rns_2011-04-27_61618c54-2723-4394-bc82-e45413a9601e.pdf

Capital/Financing Update

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ASX / MEDIA ANNOUNCEMENT 28 April 2011

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 announce the issue, on 28 April 2011, of 10,000,000 fully paid ordinary shares (Securities) at an issue price of $1.80 each, raising a total of $18,000,000 under a placement announced by the Company on 20 April 2011.

The placement was made to institutional and sophisticated investors and was managed by Bell Potter Securities Limited with Argonaut Securities Pty Ltd as co-manager.

Please also find attached the Appendix 3B disclosure relating to this placement.

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 28 April 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 28 April 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 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 a range of related labour and design services.

GCS Group's strategy for growth is to focus primarily on servicing the West Australian construction industry. In addition, the Company intends to explore opportunities in new markets, diversify into related industries and industry sectors and acquire selected new businesses that create value for shareholders.

Further Information

Enzo Gullotti Managing Director

Or visit: http://www.gcs-group.com.au

(08) 9479 7990

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)

10,000,000

NA

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 Yes 5 Issue price or consideration $1.80 per share 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) As announced on 20 April 2011, the placement was made to institutional and sophisticated investors and was managed by Bell Potter Securities Limited with Argonaut Securities Pty Ltd as co-manager. The funds raised will be used to fund the acquisition of Global Industrial Services Pty Ltd and as general working capital. 7 Dates of entering + securities into uncertificated holdings or despatch of certificates 28 April, 2011 Number +Class 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 101,350,916 Ordinary F/P shares Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 960,000 200,000 200,000 Unlisted Employee Options Options $1.10, 1/9/2014 Options $1.60, 1/9/2015

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (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 28 April 2011 Company Secretary