ASX:AU1 · 14 November 2018

Update - 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
  Update to previous announcement
  Date of this announcement
  Wednesday November 14, 2018
  Reason for the Update

   Please refer to the accompanying ASX Announcement titled Top Level Acquisition Update.

  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

  1.4 *The announcement is
  Update/amendment to previous announcement
  1.4a Reason for update to a previous announcement

   Please refer to the accompanying ASX Announcement titled Top Level Acquisition Update.

Notification of Consolidation/Split                                                             1/5

      Notification of Consolidation/Split

  1.4b * Date of previous announcement(s) to this update
  Monday October 22, 2018
  1.5 *Date of this announcement
  Wednesday November 14, 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          Wednesday                 or actual?              received/condition
  approval                  November 28, 2018         Actual                  met?
                                                                              No
  Comments

Part 3 - Reorganisation timetable and details

  3.1 *+Record date
  Monday December 3, 2018
  3.2 Date of +security holder meeting
  Wednesday November 28, 2018
  3.3 Last day for trading in the pre-re-organised +securities
  Thursday November 29, 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.
  Friday November 30, 2018
  3.5 Record date
  Monday December 3, 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
  Tuesday December 4, 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
  Monday December 10, 2018
  3.8 Trading starts on a normal T+2 basis
  Tuesday December 11, 2018
  3.9 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis
  Thursday December 13, 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 to be held on 15th November and which Resolutions 1 to 13 will be
   adjourned to 28 November 2018 (the same date as AU1 annual general meeting).

  6.2 Additional information for inclusion in the Announcement Summary

Notification of Consolidation/Split                                                                           5/5