EBOS Group Limited/Announcement
EBOS Group Limited logo

Notification of Performance Rights

Capital Change29 October 2018EBOHealthcare

EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria, Australia, 3008. PO Box 7300, Melbourne, Victoria 8004, Australia.

Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.

www.ebosgroup.com






30 October 2018


NZX/ASX Announcement

(NZX/ ASX Code: EBO)



NOTIFICATION OF PERFORMANCE RIGHTS

For the purposes of Listing Rule 7.12.1 of the NZSX Listing Rules, EBOS Group Limited advises the

following Performance Rights have been issued:

a Class of security Performance Rights representing an entitlement to ordinary

shares pursuant to the EBOS Group Limited Performance

Rights Plan (Plan).

b ISIN Not applicable – the Performance Rights will not be listed on

NZX or ASX.

c Number of securities

issued

180,300 Performance Rights.

d Nominal value Not applicable.

e Issue Price Not applicable.

f Payment in cash No.

g Amount paid up Not applicable.

h Principal terms of

securities

See ‘Terms or details of the issue’ below.

i Percentage of class of

securities

100% of Performance Rights on issue

j Reason for issue Performance Rights issued under the Plan.

k Authority for issue Board resolution.

l Terms or details of the

issue

Vesting of the Performance Rights is subject to the

satisfaction of certain conditions relating to EBOS Group

Limited financial performance and the continued

employment of the holder of the Performance Rights

(Performance Conditions).

The Performance Conditions will be tested after the end of

the performance period, being 1 July 2018 to 30 June 2021.

If the Performance Rights vest, the holder will be entitled to

one fully paid ordinary share in EBOS Group Limited for each

Performance Right or an equivalent amount in cash or a

combination of both (as determined by the Board). Any fully



EBOS Group Limited. NZBN 9429031998840

Level 7, 737 Bourke Street, Docklands, Victoria, Australia, 3008. PO Box 7300, Melbourne, Victoria 8004, Australia.

Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.

www.ebosgroup.com

paid ordinary shares issued following vesting will rank equally

with existing fully paid ordinary shares.

The Performance Rights have no dividend entitlement prior

to vesting.

There is no amount payable by the Performance Rights

holders either on grant or exercise of the Performance Rights.

m Number of securities in

existence after issue

180,300 Performance Rights.

n Treasury stock Not applicable.

o Date of issue

30 October 2018.




Yours faithfully



Janelle Cain

General Counsel

EBOS Group Limited

---

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 1

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

EBOS Group Limited


ABN

N/A


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


Performance Rights (unquoted)



2 Number of

+

securities issued or

to be issued (if known) or

maximum number which may

be issued


180,300 Performance Rights (unquoted)


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 2 04/03/2013

3 Principal terms of the

+

securities (e.g. if options,

exercise price and expiry date; if

partly paid

+

securities, the

amount outstanding and due

dates for payment; if

+

convertible securities, the

conversion price and dates for

conversion)


Performance Rights issued under the EBOS

Group Limited Performance Rights Plan.

Vesting of the Performance Rights is subject

to the satisfaction of certain conditions

relating to EBOS Group Limited financial

performance and the continued

employment of the holder of the

Performance Rights (Performance

Conditions).

The Performance Conditions will be tested

after the end of the performance period,

being 1 July 2018 to 30 June 2021.


There is no amount payable by the

Performance Rights holders either on grant

or exercise of the Performance Rights.

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 3



4 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

If the Performance Rights vest, the holder

will be entitled to one fully paid ordinary

share in EBOS Group Limited for each

Performance Right or an equivalent amount

in cash or a combination of both (as

determined by the Board). Any fully paid

ordinary shares issued following vesting will

rank equally with existing fully paid

ordinary shares.

The Performance Rights have no dividend

entitlement prior to vesting.




5 Issue price or consideration


Nil



6 Purpose of the issue

(If issued as consideration for

the acquisition of assets, clearly

identify those assets)







Performance Rights issued under the EBOS

Group Limited Performance Rights Plan.



6a Is the entity an

+

eligible entity

that has 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

No.



6b The date the security holder

resolution under rule 7.1A was

passed

N/A



6c Number of

+

securities issued

without security holder approval

under rule 7.1

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 4 04/03/2013

6d Number of

+

securities issued

with security holder approval

under rule 7.1A

N/A



6e Number of

+

securities issued

with security holder approval

under rule 7.3, or another

specific security holder approval

(specify date of meeting)


N/A



6f Number of

+

securities issued

under an exception in rule 7.2

N/A



6g 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.

N/A



6h If

+

securities were issued under

rule 7.1A for non-cash

consideration, state date on

which valuation of

consideration was released to

ASX Market Announcements

N/A



6i Calculate the entity’s remaining

issue capacity under rule 7.1 and

rule 7.1A – complete Annexure 1

and release to ASX Market

Announcements

N/A



7

+

Issue dates

Note: The issue date may be prescribed by

ASX (refer to the definition of issue date in

rule 19.12). For example, the issue date for a

pro rata entitlement issue must comply with

the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

30 October 2018




Number

+

Class

8 Number and

+

class of all

+

securities quoted on ASX

(including the

+

securities in

section 2 if applicable)




152,539,304 Fully paid ordinary

shares


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 5



Number

+

Class

9 Number and

+

class of all

+

securities not quoted on ASX

(including the

+

securities in

section 2 if applicable)




180,300 Performance Rights

(unquoted)



10 Dividend policy (in the case of a

trust, distribution policy) on the

increased capital (interests)

N/A



Part 2 - Pro rata issue


11 Is security holder approval

required?


N/A



12 Is the issue renounceable or non-

renounceable?

N/A



13 Ratio in which the

+

securities

will be offered

N/A



14

+

Class of

+

securities to which the

offer relates

N/A



15

+

Record date to determine

entitlements

N/A



16 Will holdings on different

registers (or subregisters) be

aggregated for calculating

entitlements?

N/A



17 Policy for deciding entitlements

in relation to fractions


N/A



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.

N/A

19 Closing date for receipt of

acceptances or renunciations

N/A

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 6 04/03/2013


20 Names of any underwriters



N/A



21 Amount of any underwriting fee

or commission

N/A



22 Names of any brokers to the

issue



N/A



23 Fee or commission payable to the

broker to the issue

N/A



24 Amount of any handling fee

payable to brokers who lodge

acceptances or renunciations on

behalf of security holders

N/A



25 If the issue is contingent on

security holders’ approval, the

date of the meeting

N/A



26 Date entitlement and acceptance

form and offer documents will be

sent to persons entitled

N/A



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

N/A



28 Date rights trading will begin (if

applicable)

N/A



29 Date rights trading will end (if

applicable)



N/A



30 How do security holders sell

their entitlements in full through

a broker?

N/A



31 How do security holders sell part

of their entitlements through a

broker and accept for the

balance?

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 7


32 How do security holders dispose

of their entitlements (except by

sale through a broker)?

N/A



33

+

Issue date



N/A



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)


(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 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

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 8 04/03/2013


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

+

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)






Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 9



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.


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:30 October 2018

(General Counsel)



Print name: Janelle Cain

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