AI assistant
SRG GLOBAL LIMITED — Capital/Financing Update 2012
Sep 13, 2012
65852_rns_2012-09-13_7b706d26-cc45-4e50-b52f-017bd4efd701.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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
Name of entity
Global Construction Services Ltd
ABN
81 104 662 259
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).
| $\mathbf{1}$ | + Class of + securities issued or tobe issued | Fully paid ordinary shares |
|---|---|---|
| $\mathbf{z}$ | Number of *securities issued orto be issued (if known) ormaximum number which maybe issued | 28,133,801 fully paid ordinary shares issuedpursuant to the Institutional EntitlementOffer and 17,267,706 fully paid ordinaryshares issued pursuant to the InstitutionalPlacement as announced 7 September 2012.Up to a further $8,206,213$ fully paid ordinaryshares will be issued pursuant to the RetailEntitlement Offer, subject to the effects ofrounding. |
| 3 | Principal terms of the +securities(eg, if options, exercise priceand expiry date; if partly paid+securities,theamountoutstanding and due dates forifpayment;+convertiblesecurities, the conversion priceand dates for conversion) | Fully paid ordinary shares issued for cashconsideration. |
+ See chapter 19 for defined terms.
| $\overline{4}$ | Do the + securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities donot rank equally, please state:the date from which they dothe extent to which theyfor theparticipatenextdividend, (in the case of adistribution)trust,Oľinterest paymentthe extent to which they do٠not rank equally, other thanin relation to thenextdividend,distributionorinterest payment | Yes. Securities rank equally with existingfully paid ordinary shares. |
|---|---|---|
| 5 | Issue price or consideration | $0.60 per share |
| 6 | Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) | The net proceeds of the Entitlement Offer andPlacementwillInstitutionalbeusedtoGlobalcontributeConstructiontowardService's growth capital and working capitalrequirements and pay down its existing bankingfacilities.Refer to announcement dated 7 September |
| 2012. | ||
| 6a | Is the entity an + eligible entityobtainedsecurityhasthatholder approval under rule 7.1A? | No |
| If Yes, complete sections $6b - 6h$in relation to the + securities thesubject of this Appendix 3B, andcomply with section 6i | ||
| 6b | The date the security holderresolution under rule 7.1A waspassed | |
| бc | Number of + securities issuedwithout security holder approvalunder rule 7.1 | |
| 6d | Number of + securities issuedwith security holder approvalunder rule 7.1A |
$\hat{\alpha}$
- Number of +securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
- Number of securities issued 6f under an exception in rule 7.2
- If securities issued under rule 6g 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.
- If securities were issued under 6h non-cash rule $7.1A$ for consideration, state date on which valuation $\sigma$ 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
- Dates of entering +securities $\overline{7}$ into uncertificated holdings or despatch of certificates
Shares issued under the Institutional Entitlement Offer and the Placement: 14 September 2012
Shares issued under the Retail Entitlement Offer: 10 October 2012
- See chapter 19 for defined terms.


| Number | + Class | ||
|---|---|---|---|
| 8 | Number and + class of allquoted on ASX+ securities | 161,866,248 | Fully paid ordinaryshares |
| (including the securitiesinsection 2 if applicable) | AftertheRetailOfferEntitlementwillbethereapproximately170,072,461 fully paidsharesordinary(basedtheonnumber of fully paidordinary shares onissue at the date ofthis Appendix 3Band the maximumnumber of fully paidordinary shares to beissued under theOfferEntitlementPlacement,andsubject to the effectsof rounding). |
Number and +class of all $\overline{9}$ *securities not quoted on ASX $(including the$ securities in section 2 if applicable)
| Number | + Class |
|---|---|
| 645,000 | Unlisted employeeoptions |
Dividend policy (in thetrust, distribution polincreased capital (inte ${\bf 10}$
| he case of a | ||
|---|---|---|
| licy) on the | ||
| erests) |
Part 2 - Bonus issue or pro rata issue
| 11 | holderapprovalsecurityIsrequired? | No |
|---|---|---|
| $12 ,$ | Is the issue renounceable or non-renounceable? | Non-Renounceable |
| 13 | Ratio in which the + securitieswill be offered | 5 fully paid ordinary shares for every 16existing fully paid ordinary shares held onthe record date |
| 14 | $\pm$ Class of $\pm$ securities to which the Fully paid ordinary sharesoffer relates | |
| 15 | determinedate+Recordtoentitlements | 7.00pm (Sydney Time) on 10 September 2012 |
| 16 | differentWillholdingsonregisters (or subregisters)becalculatingaggregatedforentitlements? | No |
| $17 ,$ | Policy for deciding entitlementsin relation to fractions | Entitlements in relation to fractions ofshares will be rounded up to the nextwhole share |
| 18 | Names of countries in which theentity has + security holders whowill not be sent new issuedocuments | countriesShareholders inotherthanAustralia, New Zealand, Singapore andHong Kong |
| Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. | ||
| 19 | $\vert$ of $\vert$receiptClosing date foracceptances or renunciations | September 2012 for the Institutional7 7Entitlement Offer and 2 October 2012 forthe Retail Entitlement Offer |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | Bell Potter Securities Limited with respectto the Retail Entitlement Offer only |
|---|---|---|
| 21 | Amount of any underwriting feeor commission | Management, selling and underwriting feeof 5% of the funds raised. |
| 22 | Names of any brokers to the $N/A$issue | |
| 23 | Fee or commission payable to thebroker to the issue | N/A |
| 24 | Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders | Not currently provided for |
| 25 | If the issue is contingent on*security holders' approval, thedate of the meeting | N/A |
| 26 | Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled | No prospectus has been prepared. TheRetail Entitlement Offer documents wasdispatched to eligible retail shareholderson 14 September 2012. |
| 27 | If the entity has issued options,and the terms entitle optionparticipateholderstoonexercise, the date on whichnotices will be sent to optionholders | N/A |
| 28 | Date rights trading will begin (ifapplicable) | N/A |
| 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 selltheirentitlementsofpartthrough a broker and accept forthe balance? | N/A |
+ See chapter 19 for defined terms.
How do +security holders dispose $N/A$ $32$ of their entitlements (except by sale through a broker)?
+Despatch date $33$
14 September 2012 under the Institutional Entitlement Offer and 10 October 2012 under the Retail Entitlement Offer
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- Type of securities $34$ (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
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
- $38$ Number of securities for which +quotation is sought Class of +securities for which 39 quotation is sought Do the +securities rank equally in $40$ 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 $\bullet$ 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 interest $\overline{\text{or}}$ payment Reason for request for quotation $41$ now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify
- Number +class of all and 42 +securities quoted on ASX (including the securities in clause $38)$
that other security)
| Number | + Class | |
|---|---|---|
+ See chapter 19 for defined terms.
Ouotation agreement
- +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
- We warrant the following to ASX. $\overline{2}$
- 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.
- 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.
- We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any $\overline{4}$ 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.
páný secretary
Vince Gerasolo
Date: 14 September 2012
Sign here:
Print name:
$\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$
+ See chapter 19 for defined terms.