Appendix 3B
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Appendix 3B
New issue announcement
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 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, 04/03/13
Name of entity
THE AGENCY GROUP AUSTRALIA LIMITED
ABN
52 118 913 232
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
Options
2 Number of +securities issued or to be 550,000,000 Ordinary Shares (Pre-consolidation)
issued (if known) or maximum number 10,000,000 Options (Pre-consolidation)
which may be issued
3 Principal terms of the +securities (e.g. if Fully Paid Ordinary shares
options, exercise price and expiry date; if Options exercisable at $0.01 per Option on
partly paid +securities, the amount or before 3 years from date of issue
outstanding and due dates for payment; if
+convertible securities, the conversion
price and dates for conversion)
4 Do the +securities rank equally in all
respects from the +issue date with an Fully Paid Ordinary shares – yes
existing +class of quoted +securities? Options – no, only on conversion to Fully Paid Ordinary
shares
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 chapter 19 for defined terms.
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Appendix 3B
New issue announcement
5 Issue price or consideration Ordinary Shares - Nil as consideration for the
acquisition of the shareholders Top Level Real
Estate Pty Ltd Shares.
Options - Nil
6 Purpose of the issue In accordance with a Prospectus dated 20 November
(If issued as consideration for the 2018 lodged with ASIC and ASX.
acquisition of assets, clearly identify those Ordinary Shares to be issued as consideration to the
assets) shareholders of Top Level Real Estate Pty Ltd, subject to
shareholder approval at a general meeting to be held
on 28 November 2018.
Options to be issued to Director Adam Davey, subject
to shareholder approval at a general meeting to be held
on 28 November 2018.
6a Is the entity an +eligible entity that has Yes
obtained security holder approval under
rule 7.1A?
If Yes, complete sections 6b – 6h in relation
to the +securities the subject of this
Appendix 3B, and comply with section 6i
6b The date the security holder resolution 28 November 2017
under rule 7.1A was passed
6c Number of +securities issued without Nil
security holder approval under rule 7.1
6d Number of +securities issued with security Nil
holder approval under rule 7.1A
6e Number of +securities issued with security 550,000,000 Fully Paid Ordinary Shares (Pre-
holder approval under rule 7.3, or another consolidation)
specific security holder approval (specify subject to shareholder approval at a general meeting to
date of meeting) be held on 28 November 2018
6f Number of +securities issued under an 10,000,000 Options (Pre-consolidation), subject to
exception in rule 7.2 shareholder approval at a general meeting to be held on
28 November 2018
6g If +securities issued under rule 7.1A, was N/A
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.
+ See chapter 19 for defined terms.
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6h If +securities were issued under rule 7.1A N/A
for non-cash consideration, state date on
which valuation of consideration was
released to ASX Market Announcements
6i Calculate the entity’s remaining issue 7.1 246,610,330
capacity under rule 7.1 and rule 7.1A –
7.1A 164,406,886
complete Annexure 1 and release to ASX
Market Announcements
7
7 +Issue dates To be issued at settlement of the acquisition of all of
Note: The issue date may be prescribed by ASX (refer to the the shares of Top Level Real Estate Pty Ltd, subject to
definition of issue date in rule 19.12). For example, the issue receiving shareholder approval at a meeting to be held
date for a pro rata entitlement issue must comply with the
applicable timetable in Appendix 7A. on 28 November 2018 and satisfaction of all
Cross reference: item 33 of Appendix 3B. conditions precedent to the acquisition, currently
scheduled for 17 December 2018.
Number
+Class
8 Number and +class of all +securities quoted 1,599,783,764 Ordinary Shares
on ASX (including the +securities in section
Options – 15 cents expiring
2 if applicable) 24,076,072
30 April 2019
Number
+Class
9 Number and +class of all +securities not 44,285,100 Ordinary Shares - escrowed
10 quoted on ASX (including the securities in
section 2 if applicable) 5,000,000 Options @ 15cents expiring
Number and +class of all +securities not 30 Apr 2019
quoted on ASX (including the securities in 51,666,667 Options @ 4cents expiring
section 2 if applicable) 19-Dec 2019
Dividend policy (in the case of a trust, 96,000,000 Options @ 2cents expiring 2
distribution policy) on the increased capital years from date of issue
(interests) 2,000,000 Options @ 4cents expiring
20-Dec 2020
8,000,000 Options @ 2.5cents expiring
20-Dec 2020
66,666,667 Vendor Performance Shares
46,666,667 Incentive Performance
Shares
10,000,000 Options @1cent expiring 3
years from date of issue
+ See chapter 19 for defined terms.
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New issue announcement
Part 2 - Pro rata issue
11 Is security holder approval required? -
12 Is the issue renounceable or -
non-renounceable?
13 Ratio in which the +securities will be offered -
14 +Class of +securities to which the offer -
relates
15 +Record date to determine entitlements -
16 Will holdings on different registers (or sub- -
registers) be aggregated for calculating
entitlements?
17 Policy for deciding entitlements in relation -
to fractions
18 Names of countries in which the entity has -
security holders who will not be sent new
offer documents
Note: Security holders must be told how their entitlements are
to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of acceptances or -
renunciations
20 Names of any underwriters -
21 Amount of any underwriting fee or -
commission
22 Names of any brokers to the issue -
23 Fee or commission payable to the broker to -
the issue
24 Amount of any handling fee payable to -
brokers who lodge acceptances or
renunciations on behalf of security holders
25 If the issue is contingent on security holders’ -
approval, the date of the meeting
26 Date entitlement and acceptance form and -
offer documents will be sent to persons
entitled
+ See chapter 19 for defined terms.
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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 +Issue date -
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)
+Securities described in Part 1
(a) ☒
(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)
+ See chapter 19 for defined terms.
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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 +issue date 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
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)
Number +Class
42 Number and +class of all +securities quoted
on ASX (including the +securities in clause
38)
43
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 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.
+ See chapter 19 for defined terms.
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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 is
not available now, we 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.
Sign here: Date 20 November 2018
Print name: STUART USHER
Company Secretary
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
STEP 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months 587,793,034
before date of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities issued in that 12 month 410,275,830
period under an exception in rule 7.2
• Number of fully paid ordinary securities issued in that 12 month
period with shareholder approval
646,000,000
• Number of partly paid ordinary securities that became fully paid in
that 12 month period
Note:
• Include only ordinary securities here – other classes of equity securities cannot be
added
• Include here (if applicable) the securities the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid ordinary securities cancelled during -
that 12 month period
“A” 1,644,068,864
STEP 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “ A ” b y 0 . 1 5 246,610,330
STEP 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in
that 12 month period not counting those issued: -
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless specifically excluded – not just ordinary
securities
• Include here (if applicable ) the securities the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of securities on different dates as separate line items
“C” -
+ See chapter 19 for defined terms.
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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 246,610,330
Note: number must be same as shown in Step 2
Subtract “C” -
Note: number must be same as shown in Step 3
Total [ “ A ” x 0 . 1 5 ] – “ C ” 246,610,330
[Note: this is the remaining placement
capacity under rule 7.1]
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 1,644,068,864
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
[Note: this value cannot be changed]
Multiply “ A ” b y 0 . 1 0 164,406,886
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in -
that 12 month period under rule 7.1A
Notes:
• This applies to equity securities – not just ordinary securities
• Include here – if applicable – the securities the subject of the Appendix 3B to which
this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part
1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items
“E” nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 164,406,886
Note: number must be same as shown in Step 2
Subtract “E” nil
Note: number must be same as shown in Step 3
Total [ “ A ” x 0 . 1 0 ] – “ E ” 164,406,886
[Note: this is the remaining placement
capacity under rule 7.1A]
+ See chapter 19 for defined terms.
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