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CHARTER HALL GROUP Capital/Financing Update 2013
64645_rns_2013-12-18_67245669-7558-4833-a77a-3931913aa782.pdf
Capital/Financing Update
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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
Name of entity
Charter Hall Group formed by stapling the shares of Charter Hall Limited and the units of Charter Hall Property Trust
ABN
| Charter Hall Limited ABN 57 113 531 150 | |
|---|---|
| Charter Hall Property Trust ABN 72 051 224 311 |
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).
- +Class of +securities issued or to $\mathbf{I}$ be issued
- Number of +securities issued or $\overline{\mathbf{z}}$ to be issued (if known) or maximum number which may be issued
- Performance Rights a) b) Performance Rights
- Service Rights $\mathbf{c})$
- Service Rights $d)$
- 1,022,660 Performance Rights a)
- b) 400,000 Performance Rights
- c) 343,582 Service Rights
- d) 60,000 Service Rights
+ See chapter 19 for defined terms.
| 3 | Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for if +convertible payment; securities, the conversion price and dates for conversion) |
Exercise price Nil. The Performance a) Rights are subject to performance and service conditions and will lapse if the vesting criteria are not met. Performance Rights which vest will expire on 1 July 2016. Exercise price Nil. The Performance b) Rights are subject to performance, annual milestone and succession |
|
|---|---|---|---|
| hurdles and will lapse if the vesting criteria are not met. The Performance Rights which vest will expire on 4 October 2016. Exercise price Nil. The Service Rights c) are subject to service conditions and will lapse if the vesting criteria are not met. The Service Rights which vest will expire on 31 August 2014 (Tranche 1) and 31 August 2015 (Tranche 2) respectively. |
|||
| Exercise price Nil. The Service Rights $\mathbf{d}$ are subject to service conditions and will lapse if the vesting criteria are not met. The Service Rights which vest will expire on 31 December 2013 (Tranche 1), 31 December 2014 (Tranche 2) and 31 December 2015 respectively. |
|||
| $\overline{4}$ | Do the + securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? |
Any stapled securities resulting from the exercise of Performance or Service Rights which vest pursuant to the Performance Rights and Options Plan (PROP) will rank equally in |
If the additional securities do not rank equally, please state:
- the date from which they do
- the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) $Or$ interest payment
- the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution or interest payment
all respects with existing ordinary stapled securities.
5 Issue price or consideration Nil
| Purpose of the issue | The Performance and Service Rights are issued |
|---|---|
| (If issued as consideration for the acquisition of assets, clearly identify those assets) |
under the Charter Hall Performance Rights and Options Plan (PROP). |
| Is the entity an + eligible entity obtained security that has 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 |
|
| The date the security holder resolution under rule 7.1A was passed |
|
| Number of + securities issued without security holder approval under rule 7.1 |
|
| Number of + securities issued with security holder approval under rule 7.1A |
|
| Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) |
|
| Number of securities issued under an exception in rule 7.2 |
|
| If securities issued under rule 7.1A, was 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.
- If securities were issued under 6h rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
- Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
- Dates of entering +securities into uncertificated holdings or $\overline{7}$ despatch of certificates
- Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
| Number | + Class |
|---|---|
| 309,118,171 | CHC Stapled Securities |
20 November 2013
8
| Number and + class of all | ||
|---|---|---|
| + securities not quoted on ASX | ||
| (including the securities in | ||
| section 2 if applicable) |
9
| Number | + Class |
|---|---|
| 3,242,634 | CHCAB Performance Rights |
| 1,796,076 | CHCAI Performance Rights |
| 44,688 | CHCAK Options |
| 1,015,374 | CHCAO Options |
| 44,628 | CHCAQ Options |
| 1,109,380 | CHCAU Options |
| 270,000 | CHCAM Service Rights |
| 130,027 | CHCAD Service Rights |
| 1,022,660 | New Code Performance Rights |
| 400,000 | New Code Performance Rights |
| 343,582 | New Code Service Rights |
| 60,000 | New Code Service Rights |
Dividend policy (in the case of a $\sqrt{\frac{n}{a}}$
trust, distribution policy) on the $10\,$ increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| 11 | holder approval Is security 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 |
Appendix 3B Page 5
+ See chapter 19 for defined terms.
- Will holdings on different 16 registers (or subregisters) be aggregated for calculating entitlements?
- Policy for deciding entitlements 17 in relation to fractions
- $18$ Names of countries in which the entity has +security holders who will not be sent new issue 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
| How do + secur | ||
|---|---|---|
| vart | $of$ thei | |
| $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ |
| 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 prospectus or Product Disclosure Statement will be sent to persons entitled |
|
| 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 of their entitlements part through a broker and accept for the balance? |
|
| + See chapter 19 for defined terms. | ||
| 01/08/2012 |
Names of any underwriters
$20\,$
- $23$
- $24$
- $25$
- $26\,$
- $27$
- $\rm{28}$
- 29
- How do +security holders dispose $32$ of their entitlements (except by sale through a broker)?
- +Despatch date 33
| A provided and the company of the company of the company | |||
|---|---|---|---|
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- Type of securities 34 (tick one)
- $(a)$
Securities described in Part 1
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 |
+ See chapter 19 for defined terms.
| Entities that have ticked box 34(b) | ||||
|---|---|---|---|---|
| 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 date of allotment 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 ۰ for participate the next $\sim$ 10 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 interest Or 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) |
|||
| 42 | + class Number and of all quoted on +securities ASX (including the securities in clause 38) |
Number +Class |
$\frac{1}{\sqrt{2}}$
- See chapter 19 for defined terms.
Quotation agreement
- +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the +securities on any conditions it decides.
- We warrant the following to ASX. $\overline{2}$
- 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 $\bullet$ +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.
- We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, 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.
Tracyferder. (Director/Company secretary)
Date: 10 December 2013
Sign here:
Print name:
Tracey Jordan Company Secretary $=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$
01/08/2012
+ See chapter 19 for defined terms.
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for *eligible entities
$\frac{1}{2}$
Introduced $\sigma$ 1/08/12
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 before date of issue or agreement to issue |
|||
| Add the following: | |||
| Number of fully paid ordinary securities ۰ issued in that 12 month period under an exception in rule 7.2 |
|||
| Number of fully paid ordinary securities issued in that 12 month period with shareholder approval |
|||
| 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 |
|||
| $\mathfrak{cc} \bigwedge \mathfrak{Z}$ ) $\mathfrak{Z}$ |
+ See chapter 19 for defined terms.
| "B" | 0.15 |
|---|---|
| [Note: this value cannot be changed] | |
| Multiply "A" by 0.15 | |
| 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 |
|
| ${}^{66}$ C 33 | |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 "A" x 0.15 Note: number must be same as shown in Step 2 |
|
| Subtract "C" | |
| Note: number must be same as shown in Step 3 |
|
| Total ["A" $\times$ 0.15] – "C" | |
| [Note: this is the remaining placement |
$\hat{\mathcal{L}}$
+ See chapter 19 for defined terms.
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 |
||||
| $66 \text{ A}33$ | ||||
| Note: number must be same as shown in Step 1 of Part 1 |
||||
| Step 2: Calculate 10% of "A" | ||||
| $\mathfrak{c} \in \mathbb{D}$ 39 | 0.10 | |||
| Note: this value cannot be changed | ||||
| Multiply "A" by 0.10 | ||||
| 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 |
||||
| $66 - 99$ |
+ See chapter 19 for defined terms.
| Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A |
|||
|---|---|---|---|
| "A" $\times$ 0.10 | |||
| Note: number must be same as shown in Step 2 |
|||
| Subtract "E" | |||
| Note: number must be same as shown in Step 3 |
|||
| Total ["A" $\times$ 0.10] – "E" | |||
| Note: this is the remaining placement capacity under rule 7.1A |
$\sigma_{\rm L}$
$\tilde{\omega}$
+ See chapter 19 for defined terms.