Becoming a substantial holder/IBX
Released
Released
Announcement PDF
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Imagion Biosystems Limited
ACN/ARSN
ACN 616 305 027
1.
Details of substantial holder (1)
Name
Imagion Biosystems Limited ACN 616 305 027
ACN/ARSN (if applicable)
As above
The holder became a substantial holder on
2.
21 June 2017
Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4)
Ordinary Shares
3.
Person’s votes (5)
Number of securities
112,533,378
Voting power (6)
112,533,378
55.23%
Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
Holder of relevant interest
Imagion Biosystems Limited
4.
Nature of relevant interest (7)
Deemed relevant interest under section 608(1)(c) of
the Corporations Act, arising from the restriction on
the disposal of shares under ASX Restriction
Agreements disclosed in Imagion Biosystems
Limited's Replacement Prospectus dated 30 May
2017. See Annexure B for a copy of the pro-forma
Appendix 9A of the ASX Listing Rules for the form of
the ASX Restriction Agreement. Imagion Biosystems
Limited has no right to acquire or dispose of these
shares, or to control the voting rights attaching to
these shares.
Class and number of securities
112,533,378 Ordinary Shares
Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest
Imagion Biosystems Limited
5.
Registered holder of
securities
Those holders listed in
Annexure A
Person entitled to be registered as holder
Class and number of securities
(8)
Those holders listed in Annexure A
112,533,378 Ordinary Shares
Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:
No consideration was paid by Imagion Biosystems Limited. Imagion Biosystems Limited has no right to acquire these shares that are subject to the
escrow arrangements, as noted in paragraph 3 above.
6.
Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable)
Nature of association
N/A
N/A
7.
Addresses
The addresses of persons named in this form are as follows:
Name
Imagion Biosystems Limited
Address
Level 8, 555 Bourke Street, Melbourne VIC 3000
Holders listed in Annexure A
Refer to Annexure A
1
Signature
print name
Jovanka Naumoska
sign here
capacity
Company Secretary
date
20 July 2017
DIRECTIONS
(1)
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 7 of the form.
(2)
See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)
The voting shares of a company constitute one class unless divided into separate classes.
(5)
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
relevant interest in.
(6)
The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)
Include details of:
(a)
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b)
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)
If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”
(9)
Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
2
This is Annexure A of 6 pages referred to in ASIC Form 603 (Notice of Initial Substantial Holder) lodged by Imagion Biosystems Limited ACN 616 305 027.
Signed:
__________________________
Jovanka Naumoska
Company Secretary
Dated: 20 July 2017
Registered Holder
Mr Kemper Shaw
Mr Kemper Shaw
Weiner Pty Ltd
William Taylor Nominees Pty Ltd
Altinova Nominees Pty Ltd
Gleneagle Asset Management <Alium Alpha Fund
A/C>
Mr Todd John Hoare
Spring Sydney Pty Ltd
C & R Maher Pty Ltd <The C&R Maher Family A/C>
Mr Andrew Justin Walsh
LTL Capital Pty Ltd <LTL Capital A/C>
Mr Michael Francis Correa
Mr Scott Philip Kirkland
Address
1,425,930
Ordinary Shares
Escrowed 12
Months from Date of
Admission
0
Ordinary Shares
Escrowed 12
Months to 7 Feb
2018
1,425,930
954,548
0
954,548
0
340,850
0
340,850
0
2,380,478
0
2,380,478
0
122,727
0
122,727
0
1,020,059
0
1,020,059
0
2,377,941
0
2,377,941
0
61,363
0
61,363
0
20,454
0
20,454
0
20,455
0
20,455
0
409,091
0
409,091
0
20,454
0
20,454
0
67,500
0
67,500
0
TOTAL ORDINARY
SHARES SUBJECT
TO ESCROW
PO Box 656
BONDI JUNCTION NSW 1355
PO Box 656
BONDI JUNCTION NSW 1355
PO Box 656
BONDI JUNCTION NSW 1355
PO Box 656
BONDI JUNCTION NSW 1355
Level 2, 66 Hunter Street
SYDNEY NSW 2000
Level 8 Kyle House
27-31 Macquarie Place
SYDNEY NSW 2000
432 Bourke Street
SURRY HILLS NSW 2010
9/203 Birrell Street
WAVERLEY NSW 2024
4/73 Wallaroy Road
WOOLLAHRA NSW 2025
143 Queen Street
WOOLLAHRA NSW 2025
16 Murriverie Road
NORTH BONDI NSW 2026
18 Vaucluse Road
VAUCLUSE NSW 2030
1 Greenwood Avenue
SOUTH COOGEE NSW 2034
1
Ordinary Shares
Escrowed 24 Months
from Quotation
0
Vulture Fish Pty Ltd
Fordham Speers Pty Ltd <Fordham Speers S/F
A/C>
Dojo Holdings Pty Ltd <Squire Family A/C>
Raya Investments Pty Ltd <Raya A/C>
Ms Charlote Corbett
Bridgeview Trading Pty Ltd
Walsh Prestige Pty Ltd <Walsh Family A/C>
Drapua Capital Pty Ltd
Sto Capital Pty Ltd
Big Oat Pty Ltd
Mr Kiril Dennis Boitcheff & Mrs Suzanne Janet
Boitcheff <Seaview Super Fund A/C>
Asenna Wealth Solutions Pty Ltd
Asenna Wealth Solutions Pty Ltd
Mr Michele Chiodo
Healthville Investments Pty Ltd <Dr Robert Chiodo
A/C>
Arision Pty Ltd <Jare Super Fund A/C>
Mr Robert William Proe
Frimate Pty Ltd
Tuff Turf Pty Ltd
Mr Michael Richard Porter & Mrs Patricia Mary
Porter
Mr Joshua Mason Chadwick
Paul Edric O'Hanlon
401/57 Upper Pitt Street
KIRRIBILLI NSW 2061
7 Cairo Street
CAMMERAY NSW 2062
13 Alan Avenue
SEAFORTH NSW 2092
2 Magnolia Lane
SEAFORTH NSW 2092
14 Bella Vista Court
WARRIEWOOD NSW 2102
2501/1 Australia Avenue
SYDNEY OLYMPIC PARK NSW
2127
38 Bundilla Parade
BERKELEY VALE NSW 2261
31 Sandpiper Drive
BURLEIGH WATERS QLD 4220
31 Sandpiper Drive
BURLEIGH WATERS QLD 4220
203 Wattle Street
MALVERN SA 5061
PO Box 424
VIRGINIA SA 5120
Level 7
564 St Kilda Road
MELBOURNE VIC 3004
Level 7
564 St Kilda Road
MELBOURNE VIC 3004
PO Box 261
GREENSBOROUGH VIC 3088
PO Box 261
GREENSBOROUGH VIC 3088
PO Box 3078
DONCASTER EAST VIC 3109
8 Fellows Street
HUGHESDALE VIC 3166
PO Box 272
ELSTERNWICK VIC 3185
47 Shearson Crescent
MENTONE VIC 3194
1 Durham Street
NEWINGTON VIC 3350
4 Bramall Street
EAST PERTH WA 6004
8/135 Royal Street
EAST PERTH WA 6004
2
225,000
0
225,000
0
20,454
0
20,454
0
81,818
0
81,818
0
143,100
0
143,100
0
20,454
0
20,454
0
143,100
0
143,100
0
157,500
0
157,500
0
22,500
0
22,500
0
22,500
0
22,500
0
22,500
0
22,500
0
81,900
0
81,900
0
1,431,818
0
1,431,818
0
916,604
0
916,604
0
604,562
0
604,562
0
604,856
0
604,856
0
2,052,128
0
2,052,128
0
401,632
0
308,250
93,382
81,818
0
81,818
0
127,727
0
127,727
0
81,818
0
81,818
0
8,181
0
8,181
0
73,620
0
73,620
0
Derek Anthony Barlow <Barlow Family A/C>
Brooksbury Pty Ltd <The Coxon Super Fund A/C>
Busso Holdings Pty Ltd <Bew A/C>
Mr Brian Cole
Yardie (WA) Pty Ltd <Aw Smith Family A/C>
Mac Equity Partners (International) Pty Ltd
Pheakes Pty Ltd <Senate A/C>
Burley WA Pty Ltd <Burley Investment A/C>
Mr Timothy Burley Chapman
Mr Michael Grove & Mrs Jane Grove <Gladgrove
Super Fund A/C>
Leisurewest Consulting Pty Ltd <Leisurewest A/C>
Blue Albatross Pty Ltd
Mr Richard Hugo Hamersley
Mr Richard Hugh Hamersley
Thomas James Loh
Benjamin Llewelyn Moss
Mr Richard George Douglas Reading
Mr Richard Reading
Tejiman Holdings Pty Ltd
Terence William Joseph Walsh
Riverview Corporation Pty Ltd
Hilary Somerville Statham & Thomas Charles
Statham <Merlin Super Fund A/C>
Mrs Hilary Somerville Stratham & Mr Thomas
18 View Street
SUBIACO WA 6008
PO Box 8104
SUBIACO EAST WA 6008
96 Olive Street
SUBIACO WA 6008
225 Hamersley Road
SUBIACO WA 6008
24 Jasmine Avenue
SUBIACO WA 6008
PO Box 3096
Broadway
NEDLANDS WA 6009
81 Philip Road
DALKEITH WA 6009
32A Mayfair Street
MOUNT CLAREMONT WA 6010
25 Reeve Street
SWANBOURNE WA 6010
10 Wood Street
SWANBOURNE WA 6010
90 Clement Street
SWANBOURNE WA 6010
37 Napier Street
COTTESLOE WA 6011
37 Napier Street
COTTESLOE WA 6011
37 Napier Street
COTTESLOE WA 6011
7 Greenham Street
COTTESLOE WA 6011
8 Sea View Terrace
COTTLESLOE WA 6011
6 Henry Road
COTTESLOE WA 6011
6 Henry Road
COTTESLOE WA 6011
23A View Street
PEPPERMINT GROVE WA 6011
18 Irvine Street
PEPPERMINT GROVE WA 6011
3 Minim Close
MOSMAN PARK WA 6012
20 Fairlight Street
MOSMAN PARK WA 6012
142,837
0
142,837
0
40,909
0
40,909
0
49,091
0
49,091
0
163,636
0
163,636
0
402,272
0
102,272
300,000
14,567
0
0
14,567
114,525
0
114,525
0
40,909
0
40,909
0
72,371
0
0
72,371
187,060
0
187,060
0
203,704
0
203,704
0
203,977
0
203,977
0
183,270
0
183,270
0
122,727
0
122,727
0
40,909
0
40,909
0
40,909
0
40,909
0
40,909
0
40,909
0
187,204
0
187,204
0
102,272
0
102,272
0
102,272
0
102,272
0
102,273
0
102,273
0
81,818
0
81,818
0
20 Fairlight Street
122,222
0
122,222
0
3
Charles Stratham <Merlin Super Fund A/C>
MOSMAN PARK NSW 6012
Mr Hugh James Pilgrim
95 Birkdale Street
FLOREAT WA 6014
95 Birkdale Street
FLOREAT WA 6014
21 North Banff Road
FLOREAT WA 6014
Unit 17
16 Perina Way
CITY BEACH WA 6015
4 Clovelly Road
CITY BEACH WA 6015
48 Buntine Road
WEMBLEY DOWNS WA 6019
2/82 Dover Road
SCARBOROUGH WA 6019
17 Geordie Rise
SORRENTO WA 6020
Suite 10
16 Brodie Hall Drive
BENTLEY WA 6102
Unit 3
6 Strickland Street
SOUTH PERTH WA 6151
2B Fraser Road
APPLECROSS WA 6153
18B Tain Street
APPLECROSS WA 6153
Unit 8 17 Amherst Street
FREMANTLE WA 6160
Unit 8
17 Amherst Street
FREMANTLE WA 6160
9 Quadrant Rise
HALLS HEAD WA 6210
RMB 1347C Grange Road
BRIDGETOWN WA 6255
RMB 1347C
Grange Road
BRIDGETOWN WA 6255
PO Box 10477
KALGOORLIE WA 6433
PO Box 1458
WEST PERTH WA 6872
PO Box 1526
SUBIACO WA 6904
Mrs Maria Noreen Pilgrim
Mr David James Wall <The Reserve A/C>
Straight Lines Holdings Pty Ltd
Zerrin Investments Pty Ltd
Chelsea Investments (WA) Pty Ltd
Mr Alexander Bevington Rovira
Mrs Megan Leanne Johnson
Jetmax Trading Pty Ltd
Mr Shannon Michael Coleman
Allview Holdings Pty Ltd
Moss Wood Holdings Pty Ltd <Moss Wood Super
Fund A/C>
JP Security Holdings Pty Ltd <JP A/C>
JP Security Holdings Pty Ltd <Cj Security Holdings
A/C>
Nicholas John Levis & Kerry Ivy Levis <Nj & Ki
Levis Super A/C>
Boston Legal Services Pty Ltd <Unit A/C>
Kamala Holdings Pty Ltd <Asten Discretionary A/C>
Greensea Investments Pty Ltd
Oofy Prosser Pty Ltd <Drones Family A/C>
Covert Force Pty Ltd <The Munga S/F A/C>
4
33,359
0
16,363
16,996
20,454
0
20,454
0
114,525
0
114,525
0
204,545
0
204,545
0
97,950
0
97,950
0
97,950
0
97,950
0
72,371
0
0
72,371
325,864
0
325,864
0
81,818
0
81,818
0
46,841
0
46,841
0
81,818
0
81,818
0
97,934
0
97,934
0
204,545
0
204,545
0
145,957
0
0
145,957
20,454
0
20,454
0
40,741
0
40,741
0
57,272
0
57,272
0
40,909
0
40,909
0
40,909
0
40,909
0
30,550
0
30,550
0
Mr Brent David Coxon <Sokan Disc A/C>
Justin Gilmour & Justine Gilmour <Gilmour Super
A/C>
Pamplona Capital Pty Ltd
Pamplona Investments Pty Ltd
6466 Investments Pty Ltd
Mr Ryan Michael Laws
Unified Power Solutions Pty Ltd
Termco Pty Ltd
New World Resources Investment Pte Ltd
Alitime Nominees Pty Ltd <Honeyham Family A/C>
Mr Jack Lloyd Greenwood
Ms Michelle Suzanne Quinsee
Kybra Capital Pty Ltd
Cityscape Asset Pty Ltd <Cityscape Family A/C>
Mr John Nolan
Dragon Gas Limited
Mr Toby Chandler
Mr Scott Riley
PO Box 1526
SUBIACO WA 6904
PO Box 258
SUBIACO PO WA 6904
PO Box 1526
SUBIACO WA 6904
PO Box 1526
SUBIACO WA 6904
PO Box 752
COTTESLOE WA 6911
PO Box 5394
EAST VICTORIA PARK WA 6981
PO Box 5394
EAST VICTORIA PARK WA 6981
PO Box 313
WELSHPOOL DC WA 6986
Level 32
126 Phillip Street
SYDNEY NSW 2000
PO Box 8292
SOUTH PERTH WA 6151
34 Hampton Street
SOUTH PERTH WA 6151
Mailpoint 44
280 Bannister Road
CANNING VALE WA 6155
Unit 8
17 Amherst Street
FREMANTLE WA 6160
PO Box Z5467
PERTH ST GEORGES TCE WA
6831
PO Box 22630
DUBAI
UNITED ARAB EMIRATES
Suite 701
7th Floor 6-8 Pottinger Street
CENTRAL
HONG KONG
91 St Stephens Avenue
Parnell
AUCKLAND 1052
NEW ZEALAND
6 Carriorn Court
Apt 703
SAN JUAN 0911
PUERTO RICO
5
26,474
0
26,474
0
40,905
0
40,905
0
203,664
0
203,664
0
1,067,360
0
0
1,067,360
81,818
0
81,818
0
16,996
0
0
16,996
45,000
0
45,000
0
97,949
0
97,949
0
2,045,455
0
2,045,455
0
114,525
0
114,525
0
47,250
0
47,250
0
97,706
0
97,706
0
81,900
0
81,900
0
877,303
0
877,303
0
409,091
0
409,091
0
40,909
0
40,909
0
6,100,000
0
0
6,100,000
203,316
0
203,316
0
Maunsell Global Corporation
Mr Craig Nicholas Sloane
Mr Ferdinand J Crovato <Ferdinand J Crovato A/C>
Mr Anthony Faillace
Mingxiong Huang
Mr William B Jones
Manhattan Scientifics Inc
Mr Raymond A Mason
Mr Robert Reveley
Mr Robert C Verfurth & Mrs Serena C Verfurth
6 Jiak Chuan Road #02-01
089262
SINGAPORE
7C Tong Watt Road
238104
SINGAPORE
1201 Stuart Robeson Drive
MCLEAN VIRGINIA 22101
USA
954 Lexington Avenue #149
NEW YORK 10021
USA
13112 Sienna Court
SAN DIEGO CALIFORNIA 92129
USA
793 17 Ave S
NAPLES FLORIDA 3410
USA
The Chrysler Building
26th Floor
405 Lexington Avenue
NEW YORK NY 10174
USA
880 Spyglass Lane
NAPLES FLORIDA 34102
USA
PO Box 3418
Manhattan Beach
CA 90266 USA
12539 Via Colmenar
San Diego CA 92129
USA
TOTALS
6
254,906
0
254,906
0
20,454
0
20,454
0
1,111,111
1,111,111
0
0
5,403,557
0
5,403,557
0
150,000
150,000
0
0
1,111,111
1,111,111
0
0
64,099,476
0
0
64,099,476
1,111,111
1,111,111
0
0
6,100,000
0
0
6,100,000
407,182
0
407,182
0
112,533,378
3,483,333
30,950,569
78,099,476
This is Annexure B of 4 pages referred to in ASIC Form 603 (Notice of Initial Substantial Holder)
lodged by Imagion Biosystems Limited ACN 616 305 027.
Signed:
__________________________
Jovanka Naumoska
Company Secretary
Dated: 20 July 2017
1
Appendix 9A
Restriction agreement
Appendix 9A
Restriction agreement
Introduced 01/07/96 Origin: Appendix 11 Amended 01/07/98, 11/03/02, 24/10/05, 20/07/07
We, the persons in:
•
Item 1 of the schedule (“entity”);
•
Item 2 of the schedule (“holder”);
•
Item 3 of the schedule (“controller”),
agree as follows.
Introduction
*A.
The entity intends to issue restricted securities to the holder. The holder will
hold the restricted securities as set out in this agreement. It is a condition of
the issue of the restricted securities that we will comply with this agreement.
*A.
The entity wants to be listed and has issued restricted securities. The holder
will hold the restricted securities as set out in this agreement on the basis that
the entity will take the steps necessary to be admitted to the +official list of
ASX.
B.
We have provided ASX with all the information necessary to properly form
an opinion about who is a +controller of the holder and who is required to
execute this agreement.
C.
We enter this agreement for the purpose of complying with chapter 9 of the
listing rules.
(* delete as applicable)
Agreement
Escrow restrictions
1.
During the escrow period, the holder will not do any of the following.
(a)
+Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
04/03/2013
Appendix 9A Page 1
Appendix 9A
Restriction agreement
(b)
Create, or agree or offer to create, any security interest in the restricted
securities.
(c)
Do, or omit to do, any act if the act or omission would have the effect
of transferring effective ownership or control of the restricted
securities.
(d)
Participate in a return of capital made by the entity.
Amended 24/10/05
2.
During the escrow period, a controller will not do any of the following.
(a)
+Dispose of, or agree or offer to +dispose of, the controller interests.
(b)
Create, or agree or offer to create, any security interest in the controller
interests.
(c)
Do, or omit to do, any act if the act or omission would have the effect
of transferring effective ownership or control of the controller interests.
3.
We will comply with chapter 9 of the listing rules. If any of us is not a listed
entity, we will comply as if we were a listed entity. Each of us will take any
steps we are able to take that are necessary to enable any of the others to
comply.
4.
(a)
If the restricted securities are kept on the +certificated subregister,
the holder will deposit the certificates for the restricted securities
with a bank or +recognised trustee for the escrow period.
(b)
If the restricted securities are kept on the +issuer sponsored
subregister, the holder hereby agrees in writing to the application of
a +holding lock to the restricted securities.
Warranties
5.
If only the holder and the entity are parties to this agreement, one of the
following applies.
(a)
The holder is an individual.
(b)
The holder has no +controller.
(c)
The holder has the +controllers set out in item 3 with the interests
identified in item 6, and each +controller comes within an exception
set out in rule 9.1.4.
+ See chapter 19 for defined terms.
04/03/2013
Appendix 9A Page 2
Appendix 9A
Restriction agreement
The holder gives this warranty.
6.
If the holder, the entity and any +controller are parties to this agreement, the
holder has the +controllers set out in item 3 with the controller interests
identified in item 6, and any +controller who is not a party to this agreement
comes within an exception set out in rule 9.1.4. The holder and each
+controller give this warranty.
7.
If item 7 of the schedule is completed, the full particulars of security interests
which have been created, or are agreed or offered to be created, in the
restricted securities are set out. A release of the security interests is attached.
Apart from this, before the escrow period begins, the holder has not done, or
omitted to do, any act which would breach clause 1 if done or omitted during
the escrow period. The holder gives this warranty.
8.
If item 8 of the schedule is completed, the full particulars of security interests
which have been created, or are agreed or offered to be created, in the
controller interests are set out. A release of the security interests is attached.
Apart from this, before the escrow period begins, the +controller has not done,
or omitted to do, any act which would breach clause 2 if done or omitted
during the escrow period. Each +controller gives this warranty.
9.
A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10.
If it appears to the entity that the holder or a +controller may breach this
agreement, the entity must take the steps necessary to prevent the breach, or
to enforce the agreement.
11.
If the holder or a +controller breach this agreement, each of the following
applies.
(a)
The entity must take the steps necessary to enforce the agreement, or
to rectify the breach.
(b)
The entity must refuse to acknowledge, deal with, accept or register any
sale, assignment, transfer or +conversion of any of the +restricted
securities. This is in addition to other rights and remedies of the entity.
(c)
The holder of the +restricted securities ceases to be entitled to any
dividends, distributions or voting rights while the breach continues.
Amendment
12.
This agreement will not be changed or waived without ASX’s written consent.
+ See chapter 19 for defined terms.
04/03/2013
Appendix 9A Page 3
Appendix 9A
Restriction agreement
Jurisdiction
13.
The laws of the State of the home branch of the entity apply to this agreement.
We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other
interests in the restricted securities and each intermediate entity through which that
interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any
+securities attaching to or arising out of those +securities that are restricted securities
because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement,
have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person
joins, binds them individually and any combination of them as a group.
Schedule
1.
Entity’s name and address:
2.
Holder’s name and address:
3.
Each +controllers’ name and address:
4.
Escrow period (the date from which the initial restricted securities are
escrowed):
5.
Particulars of restricted securities:
6.
Particulars of controller interests:
7.
Particulars of security interests over restricted securities:
8.
Particulars of security interests over controller interests:
Dated:
[Proper execution as a deed]
+ See chapter 19 for defined terms.
04/03/2013
Appendix 9A Page 4
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