242.ASX ILH Dec 2 2014 Appendix 3B x3 Issue of Shares

8/9/2019 242.ASX ILH Dec 2 2014 Appendix 3B x3 Issue of Shares

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ACN 120 394 194

Level 22, 1 Market Street

Sydney NSW 2000

Phone (02) 8263 6601

www.ilh.com.au

2 December 2014

The Manager

Company Announcements Office

Australian Stock Exchange Limited

Appendix 3B

Attached are the following Appendix 3Bs for the issue of shares as approved at the Annual General

Meeting on 25 November 2014:

1) 105,659,529 ordinary shares as satisfaction of deferred consideration in lieu of cash payment liabilities

pursuant to the acquisition of Capricorn Investment Partners Limited and the business and assets ofThe Pentad Group;

2) 6,385,216 ordinary shares as satisfaction of member firm profit share entitlements; and

3) 1,374,980 ordinary shares as satisfaction of John Dawkins remuneration entitlements as ILH Chairman

in lieu of a cash payment liability.

Reena Minhas

Company Secretary


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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 givento ASX become ASXs 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

ILH Group Limited

ABN

20 120 394 194

We (the entity) give ASX the following information.

Part 1 - All issuesYou must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or tobe issued

Ordinary shares

2 Number of +securities issued orto be issued (if known) ormaximum number which maybe issued

105,659,529

3 Principal terms of the+securities (e.g. if options,exercise price and expiry date; if

partly paid +securities, theamount outstanding and duedates for payment; if+convertible securities, theconversion price and dates forconversion)

Fully paid ordinary shares


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+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

412,7844

Do the +securities rank equally

in all respects from the +issue

date with an existing +class of

quoted +securities?

If the additional +securities donot rank equally, please state:

the date from which they do

the extent to which theyparticipate for the nextdividend, (in the case of atrust, distribution) orinterest payment

the extent to which they donot rank equally, other thanin relation to the next

dividend, distribution orinterest payment

Yes

5 Issue price or consideration $0.0255 per share

6 Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)

Being satisfaction of deferred considerationin lieu of cash payment liabilities pursuantto the acquisition of Capricorn InvestmentPartners Limited and the business andassets of The Pentad Group.

6a Is the entity an +eligible entitythat has obtained securityholder approval under rule 7.1A?

If Yes, complete sections 6b 6h

in relation to the +securities thesubject of this Appendix 3B, and

comply with section 6i

No

6b The date the security holderresolution under rule 7.1A waspassed

N/A

6c Number of +securities issuedwithout security holder approvalunder rule 7.1

N/A


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04/03/2013 Appendix 3B Page 3

6d Number of +securities issuedwith security holder approvalunder rule 7.1A

N/A

6e Number of +securities issued

with security holder approvalunder rule 7.3, or anotherspecific security holder approval(specify date of meeting)

N/A

6f Number of +securities issuedunder an exception in rule 7.2

N/A

6g If +securities issued under rule7.1A, 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 VWAPcalculation.

N/A

6h If +securities were issued underrule 7.1A for non-cashconsideration, state date onwhich valuation ofconsideration was released toASX Market Announcements

N/A

6i Calculate the entitys remainingissue capacity under rule 7.1 andrule 7.1A complete Annexure 1and release to ASX MarketAnnouncements

N/A

7 +Issue dates

Note: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date for apro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

2 December 2014

Number +Class8 Number and +class of all

+securities quoted on ASX(including the +securities insection 2 if applicable)

273,270,865 Ordinary shares


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+securities not quoted on ASX(including the +securities in

section 2 if applicable)

N/A N/A

10 Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)

No change to existing dividend policy

Part 2 - Pro rata issue

11 Is security holder approvalrequired?

N/A

12 Is the issue renounceable or non-renounceable?

N/A

13 Ratio in which the +securitieswill be offered

N/A

14 +Class of +securities to which the

offer relates

N/A

15 +Record date to determineentitlements

N/A

16 Will holdings on differentregisters (or subregisters) beaggregated for calculatingentitlements?

N/A

17 Policy for deciding entitlements

in relation to fractions

N/A

18 Names of countries in which theentity has security holders whowill not be sent new offerdocuments

Note: Security holders must be told how theirentitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

19 Closing date for receipt of

acceptances or renunciations

N/A


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20 Names of any underwriters N/A

21 Amount of any underwriting fee

or commission

N/A

22 Names of any brokers to theissue

N/A

23 Fee or commission payable tothe broker to the issue

N/A

24 Amount of any handling feepayable to brokers who lodge

acceptances or renunciations onbehalf of security holders

N/A

25 If the issue is contingent onsecurity holders approval, thedate of the meeting

N/A

26 Date entitlement and acceptanceform and offer documents will besent to persons entitled

N/A

27 If the entity has issued options,and the terms entitle optionholders to participate onexercise, the date on whichnotices will be sent to optionholders

N/A

28 Date rights trading will begin (ifapplicable)

N/A

29 Date rights trading will end (ifapplicable)

N/A

30 How do security holders selltheir entitlements in fullthrougha broker?

N/A

31 How do security holders sell partof their entitlements through abroker and accept for thebalance?

N/A


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32 How do security holders disposeof their entitlements (except bysale through a broker)?

N/A

33 +

Issue date N/A

Part 3 - Quotation of securitiesYou need only complete this section if you are applying for quotation of securities

34 Type of +securities(tick one)

(a) +Securities described in Part 1

(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 convertiblesecurities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information ordocuments

35

If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,000

5,001 - 10,00010,001 - 100,000100,001 and over

37

A copy of any trust deed for the additional +securities


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Entities that have ticked box 34(b)

38 Number of +securities for which+quotation is sought

39 +Class of +securities for whichquotation is sought

40 Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?


the date from which they do the extent to which they

participate for the nextdividend, (in the case of atrust, distribution) or interestpayment

the extent to which they donot rank equally, other than inrelation to the next dividend,distribution or interestpayment

41 Reason for request for quotationnow

Example: In the case of restricted securities, endof restriction period

(if issued upon conversion ofanother +security, clearly identifythat other +security)

Number +Class

42 Number and +

class of all+securities quoted on ASX(including the +securities in clause38)


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Quotation agreement

1 +Quotation of our additional +securities is in ASXs absolute discretion. ASXmay 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 isnot 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 issuewill 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 beable to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply toany applications received by us in relation to any +securities to bequoted and that no-one has any right to return any +securities to bequoted under sections 737, 738 or 1016F of the Corporations Act at thetime 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 atthe time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of anyclaim, action or expense arising from or connected with any breach of thewarranties in this agreement.

4 We give ASX the information and documents required by this form. If anyinformation or document is not available now, we will give it to ASX before+quotation of the +securities begins. We acknowledge that ASX is relying onthe information and documents. We warrant that they are (will be) true andcomplete.

Reena MinhasCompany Secretary

2 December 2014

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B


and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given toASX become ASXs property and may be made public.


Name of entity

ILH Group Limited

ABN

20 120 394 194




Ordinary shares


6,385,216





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4 Do the +securities rank equally



quoted +securities?






Yes



Being satisfaction of member firm profitshare entitlements in lieu of a cash paymentliability.





No


N/A


N/A


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N/A



N/A


N/A



N/A


N/A


N/A

7 +Issue dates



2 December 2014





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N/A N/A





N/A


N/A


N/A


offer relates

N/A


N/A


N/A



N/A




N/A



N/A


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or commission

N/A


N/A


N/A



N/A


N/A


N/A


N/A


N/A


N/A


N/A


N/A


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N/A

33 +

Issue date N/A









35


36


5,001 - 10,00010,001 - 100,000100,001 and over

37



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Number +Class

42 Number and +



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Quotation agreement













2 December 2014

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B


and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given toASX become ASXs property and may be made public.


Name of entity

ILH Group Limited

ABN

20 120 394 194




Ordinary shares


1,374,980





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4 Do the +securities rank equally



quoted +securities?






Yes



Being satisfaction of the Hon. John Dawkinsremuneration entitlements as ILH Chairmanfor the period 1 May 2014 to 30 September2014 in lieu of a cash payment liability.





No


N/A


N/A


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N/A



N/A


N/A



N/A


N/A


N/A

7 +Issue dates



2 December 2014





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N/A N/A





N/A


N/A


N/A


offer relates

N/A


N/A


N/A



N/A




N/A



N/A


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or commission

N/A


N/A


N/A



N/A


N/A


N/A


N/A


N/A


N/A


N/A


N/A


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N/A

33 +

Issue date N/A









35


36


5,001 - 10,00010,001 - 100,000100,001 and over

37



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Number +Class

42 Number and +



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Quotation agreement













2 December 2014

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Documents

242.ASX ILH Dec 2 2014 Appendix 3B x3 Issue of Shares