Information Form and Checklist
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Information Form and Checklist
(ASX Listing)
Name of entity ABN/ARBN/ARSN
NAMIBIAN COPPER LIMITED to be renamed Ausnet
52 118 913 232
Financial Services Limited
We (the entity named above) supply the following information and documents to support our
application for admission to the official list of ASX Limited (ASX) as an ASX Listing.
Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents
referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent
permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty.
Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by
the warranty referred to above.
Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.
Part 1 – Key Information
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
All entities – corporate details1
Place of incorporation or Western Australia
establishment
Date of incorporation or 22 March 2006
establishment
Legislation under which Western Australia
incorporated or established
Address of registered office in Suite 12, Level 1
place of incorporation or 11 Ventnor Avenue
establishment WEST PERTH WA 6005
1 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure.
ASX Listing Information Form and Checklist (25/09/15) Page 1
Main business activity Namibian Copper was incorporated on 22 March 2006 and was
admitted to the official list of the ASX (originally as Noah Resources
Limited) on 18 December 2007 originally for the purpose of conducting
base metal and gold exploration in the Lachlan Fold Belt of southern
New South Wales. As announced to the ASX on 14 December 2015, the
Company has now moved to change the nature and scale of its
operations through the acquisition of all the issued shares in Ausnet
Real Estate Services Pty Ltd (Ausnet), a Perth-based real estate and
financial services group of companies. The Ausnet group of companies
offer the following services:
Real estate sales and property management
Investment property services
Mortgage and finance broking
Settlement services
Financial planning
General insurance
Other exchanges on which the N/A
entity is listed
Street address of principal Suite 12, Level 1
administrative office 11 Ventnor Avenue
WEST PERTH WA 6005
Postal address of principal PO Box 52
administrative office WEST PERTH WA 6005
Telephone number of principal +61 8 6141 3500
administrative office
E-mail address for investor info@veriluma.com
enquiries
Website URL www.veriluma.com
All entities – management details2
Full name and title of Mr Neil Warburton (Non-Executive Chairman) – Retiring
CEO/managing director
Mr Paul Niardone (Chief Executive Officer) - Elect
Full name and title of chairperson Mr Neil Warburton (Non-Executive Chairman) – Retiring
of directors
Mr Philip Re (Non-Executive Chairman) - Elect
Full names of all existing directors Mr Michael Curnow (Non-Executive Director) – Retiring
Mr Gregory Hall (Non-Executive Director) – Retiring
Mr Ross Cotton (Non-Executive Director) – To continue as Non-
Executive Director post acquisition
2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust.
ASX Listing Information Form and Checklist (25/09/15) Page 2
Full names of any persons Mr Philip Re (Non-Executive Chairman) - Elect
proposed to be appointed as
Mr Paul Niardone (Chief Executive Officer) - Elect
additional or replacement
directors Mr Adam Davey (Non-Executive Director) - Elect
MR John Kolenda (Non-Executive Director) - Elect
Full name and title of company Mr Jay Richard Stephenson – Company Secretary
secretary
All entities – ASX contact details3
Full name and title of ASX Mr Jay Richard Stephenson – Company Secretary
contact(s)
Business address of ASX Suite 12, Level 1
contact(s) 11 Ventnor Avenue
WEST PERTH WA 6005
Business phone number of ASX + 61 8 6141 3500
contact(s)
Mobile phone number of ASX 0412 474 180
contact(s)
Email address of ASX contact(s) jay@wolfstargroup.com.au
All entities – auditor details4
Full name of auditor Bentleys
All entities – registry details5
Name of securities registry Advanced Share Registry Ltd
Address of securities registry 110 Stirling Highway
NEDLANDS WA 6009
Phone number of securities +61 8 9389 8033
registry
Fax number of securities registry +61 8 9262 3723
Email address of securities n.bhatt@advancedshare.com.au
registry
Type of subregisters the entity CHESS and certificated sub registers
6
will operate
3 Under Listing Rule 1.1 Condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one
person to cater for situations where the primary nominated contact is not available.
4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market
before quotation commences (see Guidance Note 1 section 2.10).
5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.
6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.16).
ASX Listing Information Form and Checklist (25/09/15) Page 3
All entities – key dates
Annual balance date 30 June
Month in which annual meeting is November
usually held (or intended to be
7
held)
Months in which dividends or N/A
distributions are usually paid (or
are intended to be paid)
Trusts – additional details
Name of responsible entity N/A
Duration of appointment of Refer to Annexure 4 – Constitution:
directors of responsible entity
Clause 14.3
Full names of the members of the N/A
compliance committee (if any)
Entities incorporated or established outside Australia – additional details
Name and address of the entity’s N/A
Australian agent for service of
process
If the entity has or intends to N/A
have a certificated subregister for
quoted securities, the location of
the Australian subregister
Address of registered office in N/A
Australia (if any)
Entities listed or to be listed on another exchange or exchanges
Name of the other exchange(s) N/A
where the entity is or proposes to
be listed
Is the ASX listing intended to be N/A
the entity’s primary or secondary
listing
7 May not apply to some trusts.
ASX Listing Information Form and Checklist (25/09/15) Page 4
Part 2 – Checklist Confirming Compliance with Admission
Requirements
Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the
information or document referred to in that item is to be found (eg in the case of information, the specific page reference in
the Offer Document where that information is located or, in the case of a document, the folder tab number where that
document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the
“Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.
In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this
Checklist and any Annexures (other than the 25 copies of the applicant’s Offer Document referred to in item 4) are provided
in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both
in hard copy and in electronic format.
Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full
or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the
official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).
A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure
statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.
If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information
memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document.
All entities – key supporting documents
o
N Item Location/Confirmation
1. A copy of the entity’s certificate of incorporation, Refer to Annexure 2:
certificate of registration or other evidence of status
(including any change of name) Certificate of Registration
Change of Name
ASIC Gazette A29 – Change of
Company Type
ASIC Company search 7 July 2016
2. A copy of the entity’s constitution (Listing Rule 1.1 Refer to Annexure 4 – Constitution
8
Condition 1A)
3. Either:
Refer to Annexure 4 – Constitution:
(a) confirmation that the entity’s constitution includes
the provisions of Appendix 15A or Appendix 15B (as Clause 4.4 – Listing Rules
applicable); or Clause 6.11 – Compliance with Listing
(b) a completed checklist that the constitution complies Rules and Corporations Act
9
with the Listing Rules (Listing Rule 1.1 Condition 2) Clause 7.7 – Listing Rules and ASX
Settlement Operating Rules
Clause 33 – Compliance (or
inconsistency) with the Listing Rules
4. An electronic version and 25 copies of the Offer Refer to Annexure 3 – Prospectus:
Document, as lodged with ASIC (Listing Rule 1.1
Condition 3) One (1) copy of the Prospectus is
provided now. Additional copies to
be forwarded as soon as printing is
completed.
8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.
9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.
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N Item Location/Confirmation
10
5. If the entity’s corporate governance statement is Refer to Annexure 3 Prospectus:
included in its Offer Document, the page reference where
it is included. Otherwise, a copy of the entity’s corporate Section 8.2 - Corporate Governance -
governance statement (Listing Rule 1.1 Condition 13) page 73
Refer to Annexure 5 – NCO 2016 Annual
Report:
NCO Corporate Governance
Statement - page 21
6. If the entity will be included in the S & P All Ordinaries N/A
11
Index on admission to the official list, where in its Offer
Document does it state that it will have an audit
committee (Listing Rule 1.1 Condition 13)
7. If the entity will be included in the S & P / ASX 300 Index N/A
12
on admission to the official list, where in its Offer
Document does it state that it will comply with the
recommendations set by the ASX Corporate Governance
Council in relation to composition and operation of the
audit committee (Listing Rule 1.1 Condition 13)
8. Original executed agreement with ASX that documents Refer to Annexure 1 – ASX Listing Application
may be given to ASX and authenticated electronically & Agreement
13
(Listing Rule 1.1 Condition 14)
9. If the entity’s trading policy is included in its Offer Refer to Annexure 3 Prospectus:
Document, the page reference where it is included.
Otherwise, a copy of the entity’s trading policy (Listing Section 8.2.8 – Securities Trading
Rule 1.1 Condition 15) Disclosure - page 58
Refer to Annexure 11:
Share Trading Policy
10. If the entity will be included in the S & P / ASX 300 Index N/A
14
on admission to the official list, where in its Offer
Document does it state that it will have a remuneration
committee comprised solely of non-executive directors
(Listing Rule 1.1 Condition 16)
15
11. For each director or proposed director, a list of the Mr Neil Warburton – Australia
countries in which they have resided over the past Mr Michael Curnow – Australia
10 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the
official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its
admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the
recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.
11 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.
12 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.
13 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.
14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.
15 If the entity applying for admission to the official list is a trust, references in items 11, 12, 13, 14 and 15 to a director or proposed director mean a
director or proposed director of the responsible entity of the trust.
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N Item Location/Confirmation
10 years (Listing Rule 1.1 Condition 17 and Guidance Mr Gregory Hall – Australia
16
Note 1 section 3.15) Mr Ross Cotton – Australia
Mr Paul Niardone – Australia
Mr Philip Re – Australia
Mr Adam Davey – Australia
Mr John Kolenda - Australia
12. For each director or proposed director who is or has in Refer to Annexure 6 - ASX Listing Rules -
the past 10 years been a resident of Australia, an original Guidance Note 12 & Results of NCO AGM’s
or certified true copy of a national criminal history check held 2014 & 2015:
obtained from the Australian Federal Police, a State or
Territory police service or a broker accredited by CrimTrac For current Directors, Neil
which is not more than 12 months old (Listing Rule 1.1 Warburton, Michael Curnow and
Condition 17 and Guidance Note 1 section 3.15) Greg Hall
Refer to Annexure 7 – National Criminal
History Check:
For current Director, Ross Cotton –
National Crime Check has been
requested and will be delivered to
ASX as soon as it is received
Results of NCO GM held 20 July 2016:
For incoming Directors, Paul
Niardone, Philip Re, Adam Davey and
John Kolenda
13. For each director or proposed director who is or has in N/A
the past 10 years been a resident of a country other than
Australia, an original or certified true copy of an
equivalent national criminal history check to that
mentioned in item 12 above for each country in which the
director has resided over the past 10 years (in English or
together with a certified English translation) which is not
more than 12 months old or, if such a check is not
available in any such country, a statutory declaration from
the director confirming that fact and that he or she has
not been convicted in that country of:
(a) any criminal offence involving fraud, dishonesty,
misrepresentation, concealment of material facts or
breach of director’s duties; or
(b) any other criminal offence which at the time carried a
maximum term of imprisonment of five years or more
(regardless of the period, if any, for which he or she
was sentenced),
or, if that is not the case, a statement to that effect and a
detailed explanation of the circumstances involved
(Listing Rule 1.1 Condition 17 and Guidance Note 1
section 3.15)
16 The information referred to in items 11, 12, 13, 14 and 15 is required so that ASX can be satisfied that the director or proposed director is of good fame
and character under Listing Rule 1 Condition 17.
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N Item Location/Confirmation
14. For each director or proposed director who is or has in Refer to Annexure 6 - ASX Listing Rules -
the past 10 years been a resident of Australia, an original Guidance Note 12 & Results of Results of
or certified true copy of a search of the Australian NCO AGM’s held 2014 & 2015:
Financial Security Authority National Personal Insolvency
Index which is not more than 12 months old (Listing For current Directors, Neil
Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Warburton, Michael Curnow and
Greg Hall
Refer to Annexure 7 - AFSA National
Bankruptcy Result
For current Director, Ross Cotton:
Results of NCO GM held 20 July 2016:
For incoming Directors, Paul
Niardone, Philip Re, Adam Davey and
John Kolenda
15. For each director or proposed director who is or has in N/A
the past 10 years been a resident of a country other than
Australia, an original or certified true copy of an
equivalent national bankruptcy check to that mentioned
in item 14 above for each country in which the director
has resided over the past 10 years (in English or together
with a certified English translation) which is not more
than 12 months old or if such a check is not available in
any such country, a statutory declaration from the
director confirming that fact and that he or she has not
been declared a bankrupt or been an insolvent under
administration in that country or, if that is not the case, a
statement to that effect and a detailed explanation of the
circumstances involved (Listing Rule 1.1 Condition 17 and
Guidance Note 1 section 3.15)
16. A statutory declaration from each director or proposed Refer to Annexure 6 - ASX Listing Rules -
director confirming that: Guidance Note 12 & Results of NCO AGM’s
(a) the director has not been the subject of any criminal held 2014 & 2015:
or civil penalty proceedings or other enforcement
action by any government agency in which he or she For current Directors, Neil
was found to have engaged in behaviour involving Warburton, Michael Curnow and
fraud, dishonesty, misrepresentation, concealment of Greg Hall
material facts or breach of duty;
(b) the director has not been refused membership of, or Refer to Annexure 7 – Statutory Declaration:
had their membership suspended or cancelled by, any
professional body on the ground that he or she has For current Director, Ross Cotton –
engaged in behaviour involving fraud, dishonesty, Scanned copy is attached at
misrepresentation, concealment of material facts or Annexure 7 – the original will be
breach of duty; delivered to ASX once received
(c) the director has not been the subject of any
disciplinary action (including any censure, monetary Results of NCO GM held 20 July 2016:
penalty or banning order) by a securities exchange or
other authority responsible for regulating securities For incoming Directors, Paul
markets for failure to comply with his or her Niardone, Philip Re, Adam Davey and
obligations as a director of a listed entity; John Kolenda
(d) no listed entity of which he or she was a director (or,
in the case of a listed trust, in respect of which he or
ASX Listing Information Form and Checklist (25/09/15) Page 8
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N Item Location/Confirmation
she was a director of the responsible entity) at the
time of the relevant conduct has been the subject of
any disciplinary action (including any censure,
monetary penalty, suspension of trading or
termination of listing) by a securities exchange or
other authority responsible for regulating securities
markets for failure to comply with its obligations
under the Listing Rules applicable to that entity; and
(e) the director is not aware of any pending or threatened
investigation or enquiry by a government agency,
professional body, securities exchange or other
authority responsible for regulating securities markets
that could lead to proceedings or action of the type
described in (a), (b), (c) or (d) above,
or, if the director is not able to give such confirmation, a
statement to that effect and a detailed explanation of the
circumstances involved (Listing Rule 1.1 Condition 17 and
Guidance Note 1 section 3.15)
17. A specimen certificate/holding statement for each class of To be provided
securities to be quoted or a specimen holding statement
for CDIs (as applicable)
17
18. Payment for the initial listing fee. $66,656 – To be paid via electronic funds
transfer
All entities – capital structure
19. Where in the Offer Document is there a table showing the Refer to Annexure 3 – Prospectus:
existing and proposed capital structure of the entity,
broken down as follows: Section 1.12 – Capital Structure –
(a) the number and class of each equity security and each Page 14
debt security currently on issue; and
(b) the number and class of each equity security and each
debt security proposed to be issued between the date
of this application and the date the entity is admitted
to the official list; and
(c) the resulting total number of each class of equity
security and debt security proposed to be on issue at
the date the entity is admitted to the official list; and
(d) the number and class of each equity security proposed
to be issued following admission in accordance with
material contracts or agreements?
Note: This applies whether the securities are quoted or not. If the entity
is proposing to issue a minimum, maximum or oversubscription number
of securities, the table should be presented to disclose each scenario.
20. For each class of securities referred to in the table Refer to Annexure 3 – Prospectus:
mentioned in item 19, where in the Offer Document does
17 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator:
http://www.asx.com.au/professionals/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic
funds transfer to the following account:
Bank: National Australia Bank
Account Name: ASX Operations Pty Ltd
BSB: 082 057
A/C: 494728375
Swift Code (Overseas Customers): NATAAU3202S
If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment
as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie
Sydney, Melbourne or Perth) and the amount paid.
ASX Listing Information Form and Checklist (25/09/15) Page 9
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N Item Location/Confirmation
it disclose the terms applicable to those securities? Section 9.3.1 – Shares - Page 80
Note: This applies whether the securities are quoted or not.
For equity securities (other than options to acquire unissued securities
or convertible debt securities), this should state whether they are fully
paid or partly paid; if they are partly paid, the amount paid up and the
amount owing per security; voting rights; rights to dividends or
distributions; and conversion terms (if applicable).
For options to acquire unissued securities, this should state the number
outstanding, exercise prices and expiry dates.
For debt securities or convertible debt securities, this should state their
nominal or face value; rate of interest; dates of payment of interest;
date and terms of redemption; and conversion terms (if applicable).
21. If the entity has granted, or proposes to grant, any rights N/A
to any person, or to any class of persons (other than
through the holding of securities referred to in the table
mentioned in item 19), to participate in an issue of the
entity’s securities, where in the Offer Document are
details of those rights set out?
22. Details of all issues of securities (in all classes) in the last Refer to Annexure 8:
5 years and the consideration received by the entity for
such issues NCO - Appendix 3B’s
Ausnet – Refer to Ausnet Share
Summary Report
23. A copy of every prospectus, product disclosure statement Refer to Annexure 9:
or information memorandum issued by the entity in
connection with any issue of securities (in all classes) in NCO - Offer Documents
the last 5 years
Ausnet confirms they have not issued a
prospectus, product disclosure statement or
information memorandum over the past 5
years
24. A copy of any court order in relation to a reorganisation Refer to Annexure 8:
of the entity’s capital in the last 5 years
NCO – ASX Report on
Consolidation/Split - effective 22 July
2016
Ausnet – No
25. Where in the Offer Document does it confirm that the Refer to Annexure 10 – ASX Waiver
issue/sale price of all securities for which the entity seeks
quotation is at least 20 cents in cash (Listing Rule 2.1
Condition 2)?
26. If the entity has or proposes to have any options on issue, (see above)
where in the Offer Document does it confirm that the
exercise price for each underlying security is at least
20 cents in cash (Listing Rule 1.1 Condition 11)?
27. If the entity has any partly paid securities and it is not a N/A
no liability company, where in the Offer Document does it
disclose the entity’s call program, including the date and
amount of each proposed call and whether it allows for
ASX Listing Information Form and Checklist (25/09/15) Page 10
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N Item Location/Confirmation
any extension for payment of a call (Listing Rule 2.1
Condition 4)?
28. If the entity’s free float at the time of listing is less than N/A
10%, where in the Offer Document does it outline the
entity’s plans to increase that percentage to at least 10%
and the timeframe over which it intends to do that
(Guidance Note 1 sections 3.1 and 3.3)?
29. If the entity has or proposes to have any debt securities N/A
or convertible debt securities on issue, a copy of any trust
deed applicable to those securities
30. Is the entity is proposing to offer any securities by way of N/A
a bookbuild? If so, please enter “Confirmed” in the
column to the right to indicate that the entity is aware of
the disclosure requirements for bookbuilds in the
Annexure to Guidance Note 1
All entities – other information and documents
31. Where in the Offer Document is there a description of the Refer to Annexure 3 – Prospectus:
history of the entity?
Chairman’s Letter – Paragraph 4
onwards – Page 4
Section 1.2 – The Company and
Projects – Page 6
Section 1.3 – The Acquisition of Auset
Real Estate Services
Section 1.5 – About Ausnet – Page 7
Section 3 – Overview of the Company
and the Acquisition of Ausnet – Page
33-40
32. Where in the Offer Document is there a description of the Refer to Annexure 3 – Prospectus:
entity’s existing and proposed activities and level of
operations? Chairman’s Letter – Paragraph 4
onwards – Page 4
Section 1.2 – The Company and
Projects - Page 6
Section 1.4 – Effect of the Acquisition
– Page 6
Section 1.5 – About Ausnet – Page 7
Section 3 – Overview of the Company
and the Acquisition of Ausnet – Page
33-40
33. Where in the Offer Document is there a description of the Refer to Annexure 3 – Prospectus:
key features of the entity’s business model (ie how it
makes or intends to make a return for investors or Section 1.5 – About Ausnet – What is
otherwise achieve its objectives)? the Ausent Business Model – Page 7
Section 3.4 – The Ausnet Business
Model – Page 38-40
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N Item Location/Confirmation
34. Where in the Offer Document is there a description of the Refer to Annexure 3 – Prospectus:
material business risks the entity faces?
Section 1.6 – Key Risks – Page 9-11
Section 4 – Risk Factors – Page 41-45
35. If the entity has any child entities, where in the Offer N/A
Document is there a list of all child entities stating, in each
case, the name, the nature of its business and the entity’s
percentage holding in it?
36. If the entity has any investments in associated entities for N/A
which it will apply equity accounting, where in the Offer
Document is there a list of all associated entities stating,
in each case, the name, the nature of its business and the
entity’s percentage holding in it?
37. Where in the Offer Document is there a description of the Refer to Annexure 3 – Prospectus:
entity’s proposed dividend/distribution policy?
Section 1.1 – Introduction – Page 6
Section 1.17 – Dividend Policy – Page
16
Section 4.1 – Risk Factors
Introduction – Paragraph 3 – Page 41
Section 9.3.1 (f) – Shares – Dividends
– Page 81
Section 9.3.1 (h) – Shares – Dividends
Reinvestment Plan (DRP) – Page 81
Section 9.4.1 (d) – Rights attaching to
the Performance Shares – Dividends
– Page 82
38. Does the entity have or propose to have a dividend or No current Dividend Reinvestment Plan –
distribution reinvestment plan? refer to Prospectus, Section 9.3.1 (h) – Shares
– Dividends Reinvestment Plan (DRP) – Page
81
If so, where are the existence and main terms of the plan
disclosed in the Offer Document?
A copy of the terms of the plan
39. Does the entity have or propose to have an employee No
incentive scheme?
If so, where are the existence and main terms of the
scheme disclosed in the Offer Document?
Where in the Offer Document is there a statement as to
18
whether directors are entitled to participate in the
scheme and, if they are, the extent to which they
18 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.
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N Item Location/Confirmation
currently participate or are proposed to participate?
A copy of the terms of the scheme
40. Has the entity entered into any material contracts Yes
(including any underwriting agreement relating to the
19
securities to be quoted on ASX)?
If so, where are the existence and main terms of those Refer to Annexure 3 – Prospectus:
material contracts disclosed in the Offer Document?
Section 7.1.1 – Share Sale Agreement
– Page 69
Section 7.2.1 – Non-Executive
Director Appointment Letters – Page
70
Section 7.2.2 – Proposed Director
Executive Contracts – Page 70
Section 7.2.3 – Indemnity, Insurance
and Access Deeds – Page 70 (NB: The
Deed for Ross Cotton will be delivered
to ASX at a later date)
Section 7.3.1 – Joint Lead Manager
Mandate – Page 71
Section 7.3.2 – Joint Underwriting
Agreement – Page 71
Section 7.4.1 – Ausnet Contracts –
Introducer Agreement – Page 71
Copies of all of the material contracts referred to in the Refer to Annexure 12 – Material Contracts (as
Offer Document detailed above)
41. If the following information is included in the Offer Refer to Annexure 3 – Prospectus:
Document, the page reference where it is included.
Otherwise, either a summary of the material terms of, or Section 1.18.4 (c) – Agreements with
a copy of, any employment, service or consultancy Directors or Related Parties – Page 21
agreement the entity or a child entity has entered into
with: (copies of agreements included in point 40
(a) its chief executive officer (or equivalent) above)
(b) any of its directors or proposed directors; or
(c) any other person or entity who is a related party of
the persons referred to in (a) or (b) above (Listing
Rule 3.16.4).
Note: if the entity applying for admission to the official list is a trust,
references to a chief executive officer, director or proposed director
mean a chief executive officer, director or proposed director of the
responsible entity of the trust. However, the entity need not provide a
summary of the material terms of, or a copy of, any employment,
service or consultancy agreement the responsible entity or a related
entity has entered into with any of the persons referred to in (a), (b) or
(c) above if the costs associated with the agreement are borne by the
responsible entity or the related entity from out of its own funds rather
than from out of the trust.
42. Please enter “Confirmed” in the column to the right to Confirmed
19 It will assist ASX if the material contracts are provided both in hard copy and in electronic format.
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N Item Location/Confirmation
indicate that the material contracts summarised in the
Offer Document include, in addition to those mentioned
in item 41, any other material contract(s) the entity or a
child entity has entered into with:
(a) its chief executive officer (or equivalent)
(b) any of its directors or proposed directors; or
(c) any other person or entity who is a related party of
the persons referred to in (a) or (b) above
43. Please enter “Confirmed” in the column to the right to Confirmed
indicate that all information that a reasonable person
would expect to have a material effect on the price or
value of the securities to be quoted is included in or
provided with this Information Form and Checklist
44. A copy of the entity’s most recent annual report Refer to Annexure 5:
NCO – 30 June 2016 Annual Report
(Audited)
Ausnet – 31 December 2015
Financial Report (Audited)
Ausnet – 30 June 2015 Annual Report
(Audited)
Entities that are trusts
45. Evidence that the entity is a registered managed N/A
investment scheme (Listing Rule 1.1 Condition 5)
46. Please enter “Confirmed” in the column to the right to N/A
indicate that the responsible entity is not under an
obligation to allow a security holder to withdraw from the
trust (Listing Rule 1.1 Condition 5)
Entities applying under the profit test (Listing Rule 1.2)
47. Evidence that the entity is a going concern or the N/A
successor of a going concern (Listing Rule 1.2.1)
48. Evidence that the entity has been in the same main N/A
business activity for the last 3 full financial years (Listing
Rule 1.2.2)
49. Audited accounts for the last 3 full financial years and N/A
audit reports (Listing Rule 1.2.3(a))
50. If last financial year ended more than 8 months before N/A
the date of this application, accounts for the last half year
(or longer period if available) and audit report or review
(Listing Rule 1.2.3(b))
51. A pro forma statement of financial position and review N/A
20
(Listing Rule 1.2.3(c))
20 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company
auditor) or independent accountant.
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N Item Location/Confirmation
52. Evidence that the entity’s aggregated profit from N/A
continuing operations for the last 3 full financial years has
been at least $1 million (Listing Rule 1.2.4)
53. Evidence that the entity’s profit from continuing N/A
operations in the past 12 months to a date no more than
2 months before the date of this application has exceeded
$400,000 (Listing Rule 1.2.5)
21
54. A statement from all directors confirming that they have N/A
made enquiries and nothing has come to their attention
to suggest that the entity is not continuing to earn profit
from continuing operations up to the date of the
application (Listing Rule 1.2.5A)
Entities applying under the assets test (Listing Rule 1.3)
55. Evidence that the entity: a) Refer to Pro-Forma balance sheet – page 52
(a) has, if the entity that is not an investment entity, net Prospectus.
tangible assets of at least $3 million (after deducting
the costs of fund raising) or a market capitalisation of
at least $10 million; or
(b) has, if the entity that is an investment entity other b) N/A
than pooled development fund, net tangible assets of
at least $15 million; or
(c) is a pooled development fund with net tangible assets c) N/A
of at least $2 million (Listing Rule 1.3.1 and 1.3.1A)
56. Evidence that: a) N/A
(a) at least half of the entity’s total tangible assets (after
raising any funds) is not cash or in a form readily
22
convertible to cash; or
(b) there are commitments to spend at least half of the b) Refer to Prospectus Source and Use of
entity’s cash and assets in a form readily convertible Funds Table – Pg 12-13
to cash (Listing Rule 1.3.2)
57. Is there a statement in the Offer Document that there is Refer to Prospectus Source and Use of Funds
enough working capital to carry out the entity’s stated Table – Pg 12-13
objectives.
If so, where is it?
If not, attach a statement by an independent expert
confirming that the entity has enough working capital to
carry out its stated objectives (Listing Rule 1.3.3(a))
58. Evidence that the entity’s working capital is at least $1.5 Refer to Pro-Forma balance sheet – page 52
million or, if it is not, that it would be at least $1.5 million Prospectus.
if the entity’s budgeted revenue for the first full financial
year that ends after listing was included in the working
23
capital (Listing Rule 1.3.3(b))
59. Accounts for the last 3 full financial years (or shorter Refer to Pg 50-51 of the Prospectus for the
21 If the entity applying for admission to the official list is a trust, the statement should come from all directors of the responsible entity of the trust.
22 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily
convertible to cash.
23 For mining exploration entities and oil and gas exploration entities, the amount must be available after allowing for the first full financial year’s budgeted
administration costs and the cost of acquiring plant, equipment, mining tenements and/or petroleum tenements. The cost of acquiring mining tenements
and/or petroleum tenements includes the cost of acquiring and exercising an option over them.
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N Item Location/Confirmation
period if ASX agrees) and the audit report or review or a past three years accounts as well as those
statement that the accounts are not audited or not accounts lodged on ASX Platform.
reviewed (Listing Rule 1.3.5(a) first bullet point)
60. If last financial year ended more than 8 months before N/A
the date of this application, accounts for the last half year
(or longer period if available) and the audit report or
review or a statement that the half year accounts not
audited or not reviewed (Listing Rule 1.3.5(a) second
bullet point)
61. A pro forma statement of financial position and review Refer to Pro-Forma balance sheet – page 52
24
(Listing Rule 1.3.5(c)) Prospectus.
Entities with restricted securities
62. A statement setting out a list of any person (either on Refer to Annexure 3 – Prospectus:
their own or together with associates) who has held a
relevant interest in at least 10% of the entity’s voting Section 1.13 – Substantial Holders –
securities at any time in the 12 months before the date of Page 15
this application
25
63. A completed ASX Restricted Securities Table To be provided from ASX
64. Copies of all restriction agreements (Appendix 9A) To be provided
26
entered into in relation to restricted securities
65. Copies of all undertakings issued by any bank, recognised N/A
trustee or the provider of registry services to the entity in
relation to such restriction agreements
Entities (other than mining exploration entities and oil and gas exploration entities) with classified
assets27
66. Within the 2 years preceding the date of the entity’s N/A
application for admission to the official list, has the entity
acquired, or entered into an agreement to acquire, a
classified asset?
If so, where in the Offer Document does it disclose:
the date of the acquisition or agreement;
full details of the classified asset, including any title
particulars;
24 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company
auditor) or independent accountant.
25 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.
26 Note: ASX will advise which restricted securities are required to be escrowed under Listing Rule 9.1.3 as part of the admission and quotation decision.
If properly completed restriction agreements and related undertakings have not been provided for all such securities advised by ASX, that will need to
be rectified prior to admission occurring and quotation commencing.
27 A “classified asset” is defined in Listing Rule 19.12 as:
(a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;
(b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and
which entitles the entity to develop, manufacture, market or distribute the property;
(c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or
(d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in
paragraphs (a), (b) and (c) above.
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N Item Location/Confirmation
the name of the vendor;
if the vendor was not the beneficial owner of the
classified asset at the date of the acquisition or
agreement, the name of the beneficial owner(s);
details of the relationship between the vendor (or, if
the vendor was not the beneficial owner of the
tenement at the date of the acquisition or agreement,
between the beneficial owner(s)) and the entity or any
related party or promoter of the entity; and
details of the purchase price paid or payable and all
other consideration (whether legally enforceable or
not) passing directly or indirectly to the vendor.
Is the vendor (or, if the vendor was not the beneficial
owner of the classified asset at the date of the acquisition
or agreement, is any of the beneficial owner(s)) a related
party or promoter of the entity?
If so, please enter “Confirmed” in the column to the right
to indicate that the consideration paid by the entity for
the classified asset was solely restricted securities, save to
the extent it involved the reimbursement of expenditure
28
incurred in developing the classified asset or the entity
was not required to apply the restrictions in Appendix 9B
under Listing Rule 9.1.3 (Listing Rule 1.1 Condition 10)
Please also provide a copy of the agreement(s) relating to
the acquisition entered into by the entity and any expert’s
report or valuation obtained by the entity in relation to
the acquisition
Mining entities
67. A completed Appendix 1A Information Form and Checklist N/A
29
Annexure I (Mining Entities)
Oil and gas entities
68. A completed Appendix 1A Information Form and Checklist N/A
30
Annexure II (Oil and Gas Entities)
Entities incorporated or established outside of Australia
69. A completed Appendix 1A Information Form and Checklist N/A
31
Annexure III (Foreign Entities)
Externally managed entities
70. A completed Appendix 1A Information Form and Checklist N/A
32
Annexure IV (Externally Managed Entities)
28 ASX may require evidence to support expenditure claims.
29 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
30 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
31 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
32 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
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N Item Location/Confirmation
Stapled entities
71. A completed Appendix 1A Information Form and Checklist N/A
33
Annexure V (Stapled Entities)
Further documents to be provided before admission to the official list
Please note that in addition to the information and documents mentioned above, all entities will be required to
provide the following before their admission to the official list and the quotation of their securities
commences:
A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and
the number and percentage of each class of securities held by those holders;
A distribution schedule of each class of equity securities to be quoted, 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
The number of holders of a parcel of securities (excluding restricted securities) with a value of more
than $2,000, based on the issue/sale price;
34
Any outstanding restriction agreements (Appendix 9A) and related undertakings; and
35
Any other information that ASX may require under Listing Rule 1.17.
33 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
34 See note 26 above.
35 Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 7 and achieved minimum spread without using
artificial means (see Guidance Note 1 section 3.6).
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