The effect of passing either or both of
Resolutions 8 and 9 will be to refresh
the Company’s 15% capacity under ASX
Listing Rule 7.1 so that its capacity would
be the same as if the Placement Shares
had not been issued and the Option
Shares would not be issued. Resolution
8 relates only to the Placement Shares,
whereas Resolution 9 relates only to the
Option Shares. The resolutions, if passed,
will increase the Company’s financial
flexibility in the future. Shareholders
should however note that these two
resolutions are separate resolutions and
each approval will refresh the Company’s
capacity to issue new securities to the
extent its capacity was reduced by the
issue of those securities.
The Board does not currently intend to
undertake any further issue of securities in
the event that approvals are received from
shareholders in respect of Resolutions
8 and 9 (other than pursuant to exercise
of the Put Option). The Board will only
decide to issue further securities if it
considers it is in the best interests of the
Company to do so.
If Resolutions 8 and 9 are not passed by
shareholders, the Company would need
to deduct the Placement Shares and the
maximum number of Option Shares that
may be issued pursuant to exercise of the
Put Option in calculating the number of
securities the Company may issue without
shareholder approval.
The following additional information is
provided in connection with the approval
sought under Resolution 8:
(a) The number of securities issued
The total number of securities issued was
89,766,607 Fully Paid Ordinary Shares.
(b) The price at which the securities
were issued
The Placement Shares were issued
at $5.57 per share.
(c) The terms of the securities
The Placement Shares rank equally in
all respects from the issue date with the
existing ordinary shares on issue.
(d) The names of the allottees or the basis
on which the allottees were determined
The Placement Shares were issued to
NICO.
(e) The use of the funds raised
The proceeds from the issue of the
Placement Shares will be used to
fund growth opportunities (including
those in Asia) as well as other capital
management options.
The following additional information is
provided in connection with the approval
sought under Resolution 9:
(a) The number of securities issued
The maximum number of securities
that may be issued pursuant to exercise
of the Put Option by the Company is
121,569,233 Ordinary Shares.
(b) The price at which the securities
were issued
The Option Shares would be issued at the
average daily volume weighted average
price over the five trading days preceding
due exercise of the Put Option, capped at
$6.50 per Option Share.
(c) The terms of the securities
If issued, the Option Shares would rank
equally in all respects from the issue date
with the existing ordinary shares on issue.
(d) The names of the allottees or the basis
on which the allottees were determined
If the Put Option is exercised, the Option
Shares would be issued to NICO.
(e) The use of the funds raised
If the Put Option is exercised it is
currently expected that the proceeds from
the issue of the Option Shares will be used
to fund growth opportunities (including
those in Asia) as well as other capital
management options. Any additional
purposes (if applicable) will be disclosed
at the time the Put Option is exercised
and the Option Shares are issued.
Voting exclusion
The Company will disregard any votes cast
on Resolutions 8 and 9 by or on behalf of:
■
■
NICO, who participated in the issue
of the Placement Shares and will be
participating in the issue of the Option
Shares if the Put Option is exercised;
and
■
■
any associates of NICO;
unless the vote is cast by:
■
■
a person as a proxy for a person
entitled to vote in accordance with the
directions on the voting form; or
■
■
the Chairman of the meeting as proxy
for a person who is entitled to vote,
in accordance with a direction on
the voting form to vote as the proxy
decides.
What do the Directors recommend?
The Directors recommend that you vote
“For” Resolutions 8 and 9.
Further Information
If you would like any further
information regarding the AGM, please
contact the Company’s share registry
on 1300 360 688 if calling from within
Australia; +61 (0) 3 9415 4210 from
outside Australia; or visit the IAG
website at
11
IAG NOTICE OF MEETING 2015
