ASX:AU1 · 22 October 2018

Consolidation/Split - AU1

Download the PDF

Preparing the document viewer…

Read the announcement as text
Notification of Consolidation/Split

Notification of Consolidation/Split

Announcement Summary

  Entity name
  THE AGENCY GROUP AUSTRALIA LTD

  Applicable security for the reorganisation

   AU1                                                  ORDINARY FULLY PAID
   AU1O                                                 OPTION EXPIRING 30-APR-2019
   AU1AB                                                ORDINARY FULLY PAID RESTRICTED
   AU1AC                                                OPTION EXPIRING VAR DATES RESTRICT
                                                        EX VAR PRICES
   AU1AD                                                PERFORMANCE SHARES RESTRICTED
   AU1AE                                                PERFORMANCE SHARES RESTRICTED

  Announcement Type
  New Announcement
  Date of this announcement
  Monday October 22, 2018
  Reorganisation type
  Security consolidation
  Effective Date
  Monday November 19, 2018
  Record Date
  Tuesday November 20, 2018
  Issue Date
  Tuesday November 27, 2018
  Refer to below for full details of the announcement

Announcement Details

Part 1 - Entity and announcement details

  1.1 *Name of +Entity
  THE AGENCY GROUP AUSTRALIA LTD
                                                    Registration Number
  1.2 *Registered Number Type
  ABN                                                   52118913232

  1.3 *ASX issuer code
  AU1

Notification of Consolidation/Split                                                          1/5

      Notification of Consolidation/Split

  1.4 *The announcement is
  New announcement
  1.5 *Date of this announcement
  Monday October 22, 2018
  1.6 *Securities affected by the reorganisation

  AU1                                                 ORDINARY FULLY PAID
  AU1O                                                OPTION EXPIRING 30-APR-2019
  AU1AB                                               ORDINARY FULLY PAID RESTRICTED
  AU1AC                                               OPTION EXPIRING VAR DATES RESTRICT
                                                      EX VAR PRICES
  AU1AD                                               PERFORMANCE SHARES RESTRICTED
  AU1AE                                               PERFORMANCE SHARES RESTRICTED

Part 2 - Approvals

  2.1 *Are any of the below approvals required for the reorganisation before business day 0 of the
  timetable?
     Security holder approval
     Court approval
     Lodgement of court order with +ASIC
     ACCC approval
     FIRB approval
     Another approval/condition external to the entity required to be given/met before business day
     0 of the timetable for the reorganisation.

  Yes
  2.2 Approvals

  Approval/Condition        Date for determination    Is the date estimated   **Approval
  +Security holder          Thursday November         or actual?              received/condition
  approval                  15, 2018                  Actual                  met?
                                                                              No
  Comments

Part 3 - Reorganisation timetable and details

  3.1 *+Record date
  Tuesday November 20, 2018
  3.2 Date of +security holder meeting
  Thursday November 15, 2018
  3.3 Last day for trading in the pre-re-organised +securities
  Friday November 16, 2018

Notification of Consolidation/Split                                                                   2/5

       Notification of Consolidation/Split

  3.4 *Effective date. Trading in the re-organised securities commences on a +deferred settlement
  basis. If the +entity's securities are suspended from trading during this period there will be no
  +deferred settlement trading however ASX still captures this date.
  Monday November 19, 2018
  3.5 Record date
  Tuesday November 20, 2018
  3.6 First day for +entity to send notices to +security holders of the change in the number of
  +securities they hold. First day for +entity to register +securities on a post-reorganised basis
  Wednesday November 21, 2018
  3.7 *+Issue date. +Deferred settlement market ends. Last day for +entity to send notices to
  +security holder of the change in the number of +securities they hold. Last day for +entity to
  register +securities on a post-reorganised basis
  Tuesday November 27, 2018
  3.8 Trading starts on a normal T+2 basis
  Wednesday November 28, 2018
  3.9 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis
  Friday November 30, 2018

Part 4 - Reorganisation type and details

  4.1 *The reorganisation is
  +Security consolidation
  4.1a *Consolidation ratio: the +securities will be consolidated on the basis that every
  30
  (pre-consolidation) +securities will be consolidated into
  1
  (post-consolidation) +security (/ies).

  4.2 *Scrip fraction rounding
  Fractions rounded up to the next whole number

Part 5 - +Securities on issue before and after reorganisation

  5.1 *+Securities on issue before and after the reorganisation

  *ASX +Security Code          *ASX +Security
  AU1                          Description
                               ORDINARY FULLY
                               PAID
  Quoted/unquoted              Number on issue         Number on issue after    Estimate/Actual
  Quoted                       before reorganisation   reorganisation           Actual
                               639,507,934             21,316,931

Notification of Consolidation/Split                                                                    3/5

      Notification of Consolidation/Split

  *ASX +Security Code       *ASX +Security
  AU1O                      Description
                            OPTION EXPIRING
                            30-APR-2019
  Quoted/unquoted           Number on issue          Number on issue after   Estimate/Actual
  Quoted                    before reorganisation    reorganisation          Actual
                            24,076,089               802,536
  *ASX +Security Code       *ASX +Security
  AU1AB                     Description
                            ORDINARY FULLY
                            PAID RESTRICTED
  Quoted/unquoted           Number on issue          Number on issue after   Estimate/Actual
  Unquoted                  before reorganisation    reorganisation          Actual
                            44,285,200               1,476,173
  *ASX +Security Code       *ASX +Security
  AU1AC                     Description
                            OPTION EXPIRING
                            VAR DATES
                            RESTRICT EX VAR
                            PRICES
  Quoted/unquoted           Number on issue          Number on issue after   Estimate/Actual
  Unquoted                  before reorganisation    reorganisation          Actual
                            162,666,667              5,422,222
  *ASX +Security Code       *ASX +Security
  AU1AD                     Description
                            PERFORMANCE
                            SHARES
                            RESTRICTED
  Quoted/unquoted           Number on issue          Number on issue after   Estimate/Actual
  Unquoted                  before reorganisation    reorganisation          Actual
                            46,666,667               1,555,556
  *ASX +Security Code       *ASX +Security
  AU1AE                     Description
                            PERFORMANCE
                            SHARES
                            RESTRICTED
  Quoted/unquoted           Number on issue          Number on issue after   Estimate/Actual
  Unquoted                  before reorganisation    reorganisation          Actual
                            66,666,667               2,222,222

  5.2 *Exercise price of options

  *ASX +Security Code                 *ASX +Security Description
  AU1O                                OPTION EXPIRING
                                      30-APR-2019

Notification of Consolidation/Split                                                            4/5

      Notification of Consolidation/Split

  Quoted/unquoted                       Exercise price before                  Exercise price after
  Quoted                                reorganisation                         reorganisation
                                        0.15000000                             4.50000000
  *ASX +Security Code                   *ASX +Security Description
  AU1AC                                 OPTION EXPIRING VAR
                                        DATES RESTRICT EX VAR
                                        PRICES
  Quoted/unquoted                       Exercise price before                  Exercise price after
  Unquoted                              reorganisation                         reorganisation
                                        0.00000000                             0.00000000
  *ASX +Security Code                   *ASX +Security Description
  AU1AD                                 PERFORMANCE SHARES
                                        RESTRICTED
  Quoted/unquoted                       Exercise price before                  Exercise price after
  Unquoted                              reorganisation                         reorganisation
                                        0.00000000                             0.00000000
  *ASX +Security Code                   *ASX +Security Description
  AU1AE                                 PERFORMANCE SHARES
                                        RESTRICTED
  Quoted/unquoted                       Exercise price before                  Exercise price after
  Unquoted                              reorganisation                         reorganisation
                                        0.00000000                             0.00000000

Part 6 - Further information

  6.1 Further information relating to the reorganisation

   In accordance with a Notice of Meeting for a general meeting of shareholders to be held on 15 November 2018

  6.2 Additional information for inclusion in the Announcement Summary

Notification of Consolidation/Split                                                                              5/5