Capital Change Notice
Capital Change Notice
Section 1: Issuer information
Name of issuer EBOS Group Limited
NZX ticker code EBO
Class of financial product Ordinary Shares
ISIN NZEBOE0001S6
Currency NZD
Section 2: Capital change details
Number issued 691,015
Nominal value (if any) Not applicable
Issue price per security Not applicable
Nature of the payment (for example, cash or other consideration)
No cash consideration. Issued as part
consideration of LifeHealthcare
acquisition.
Amount paid up (if not in full) Fully paid ordinary shares
Percentage of total class of Financial Products issued (calculated
on the number of Financial Products of the Class, excluding any
Treasury Stock, in existence)
0.366%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price
and Conversion date and the ranking of the Financial Product in
relation to other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Not applicable
Reason for issue and specific authority for issue (the reason for
change must be identified here)
Issue to certain management personnel of
LifeHealthcare to partially fund the EBOS’
acquisition of LifeHealthcare.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
189,379,543
In the case of an acquisition of shares, whether those shares are
to be held as treasury stock
Not applicable
Specific authority for the issue, including a reference to the rule
pursuant to which the issue, acquisition, or redemption is made
Directors’ resolution dated 8 December
2021 for issue under rule 4.5.1
Terms or details of the issue (for example: restrictions, escrow
arrangements)
Refer to escrow arrangements described
in appendix to this Capital Change Notice
Date of issue 31/05/2022
Section 3: Authority for this announcement and contact person
Name of person
authorised to make this announcement Janelle Cain
Contact person for this announcement Janelle Cain
Contact phone number +61 3 9918 5555
Contact email address janelle.cain@ebosgroup.com
Date of release through MAP
31/05/2022
APPENDIX: ESCROW ARRANGEMENTS SUMMARY
EBOS Group Limited (EBOS) has entered into voluntary escrow arrangements with certain members
of LifeHealthcare’s management
1
(together, the “Escrowed Shareholders”) in respect of the
691,015 EBOS fully paid ordinary shares (“Shares”)
2
that were issued as part of the consideration
for the Acquisition
3
(“Escrowed Shares”).
4
These escrow arrangements restrict the Escrowed
Shareholders from dealing with their Escrowed Shares for the relevant Escrow Period (defined below)
and have been put in place to align the commitment of those management individuals with the
interests of EBOS and its shareholders.
Of the Escrowed Shares, 195,604 Shares are subject to escrow for the period commencing on the
date on which completion of the Acquisition occurs (being 31 May 2022) (“Completion”) and
ending from the later of (subject in each case to ASX Listing Rule 3.10A) 4.14pm on:
(a) the first trading day
5
12 months after Completion of the Acquisition; and
(b) the trading day following the day on which EBOS’ results for the financial year
ending 30 June 2023 are released to ASX and NZX,
(being the “First Escrow Period”).
Of the Escrowed Shares, 495,411 Shares are subject to escrow for the period commencing on the
date on which Completion occurs and ending on 4.14pm on 29 February 2024 (being the “Second
Escrow Period”). The First Escrow Period, together with the Second Escrow Period, is the
“Escrow Period”
6
).
The restriction on dealing is broad and includes, among other things, selling, assigning, transferring
or otherwise disposing of the relevant Escrowed Shares, entering into any option which, if exercised,
enables or requires the Escrowed Shareholder to sell, assign, transfer or otherwise dispose of the
relevant Escrowed Shares, creating or agreeing to create or permitted to be created any security
interest over the Escrowed Shares or agreeing (or agreeing to offer) to do any of the above.
During the relevant Escrow Period, the Escrowed Shareholders may not deal with any of their
Escrowed Shares in any way other than:
(a) to allow the Escrowed Shareholder to accept an offer made under a takeover offer
for some or all Shares under the Takeovers Code set out in the Schedule to the
Takeover Regulations 2000 (NZ) (“Takeover Offer”) for any of its Escrowed
Shares, provided that the holders of at least 50% of Shares that are not subject to
escrow arrangements and to which the offers under the Takeover Offer relate have
accepted the Takeover Offer;
(b) to allow the Escrowed Shareholder to tender any of its Escrowed Shares into a bid
acceptance facility established in connection with a Takeover Offer, provided that
1
Either directly, or through entities they control, with the relevant controllers also being subject to the voluntary escrow arrangements in their role as
controllers of the relevant holders.
2
Approximately 0.366% of the Shares on issue, with an aggregate value of A$22,637,651.40.
3
EBOS’ acquisition of LifeHealthcare, as announced to the ASX and NZX on 9 December 2021.
4
The Escrowed Shares will be issued on 31 May 2022.
5
As defined in the ASX Listing Rules.
6
Subject to ASX Listing Rule 3.10A. All references to time in the Escrow Period definition are references to time in Melbourne, Australia.
holders of at least 50% of Shares that are not subject to escrow arrangements and
to which the offers under the Takeover Offer relate have either accepted the
Takeover Offer or have tendered (and not withdrawn) their Shares into the bid
acceptance facility;
(c) to allow the Escrowed Shares to be transferred or cancelled as part of a merger or
an acquisition of share capital being implemented by way of a scheme of
arrangement under Part 15 of the Companies Act 1993 (NZ) which has received all
necessary approvals, including all necessary approvals by shareholders of EBOS and
courts;
(d) pursuant to any applicable laws (including an order of a court of competent
jurisdiction); or
(e) in certain circumstances where there would be no change in the beneficial ownership
of the Escrowed Shares.
If for any reason any or all Escrowed Shares are not transferred or cancelled in accordance with a
Takeover Offer (including because the Takeover Offer does not become unconditional) or scheme of
arrangement described in paragraphs (a) to (c), then each Escrowed Shareholder has agreed that
the restrictions applying to the Escrowed Shares under the voluntary escrow arrangements will
continue to apply and the holding lock will be re-applied to all Escrowed Shares not so transferred or
cancelled for the remainder of the Escrow Period.
An Escrowed Shareholder may grant a security interest over any (or all) of its Escrowed Shares to a
bona fide third-party financial institution (“Financial Institution”) as security for a loan, hedge or
other financial accommodation provided that:
(a) the security interest does not in any way constitute a direct or indirect disposal of
the economic interests, or decrease an economic interest that the Escrowed
Shareholder has in any of the Escrowed Shares; and
(b) no Escrowed Shares are to be transferred or delivered to the Financial Institution or
any other person in connection with the security interest (and any agreement with a
Financial Institution must provide that the Financial Institution agrees in writing to
take or acquire the security interest subject to the terms of the voluntary escrow
arrangements as if the Financial Institution were a party to them).
---
This appendix is available as an online form
Only use this form if the online version is not available +Rule 2.8, 3.10.3A to 3.10.3D
+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 2A
Application for quotation of +securities
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.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Further information on the requirement for the notification of
an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-
Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named) apply for
+quotation of the following +securities and
agree to the matters set out in
Appendix 2A of the ASX Listing Rules.
1
EBOS Group Limited (“EBOS”)
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or
another registration type and number (if you supply
another registration type, please specify both the type
of registration and the registration number).
ARBN 166 840 973
1.3 *ASX issuer code EBO
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous
announcement
☐ A cancellation of a previous
announcement
1.4a *Reason for update
Answer this question if your response to Q 1.4 is an
update/amendment to previous announcement.
1.4b *Date of previous announcement to this
update
Answer this question if your response to Q 1.4 is an
update/amendment to previous announcement.
1.4c *Reason for cancellation
Answer this question if your response to Q 1.4 is “A
cancellation of a previous announcement”
1
Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the
application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your legal adviser.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 2
1.4d *Date of previous announcement to this
cancellation
Answer this question if your response to Q 1.4 is “A
cancellation of a previous announcement”
1.5 *Date of this announcement 31 May 2022
Part 2 – Type of issue
Question
No.
Question Answer
2.1 *The +securities to be quoted are:
Select whichever item is applicable.
If you wish to apply for quotation of different types of
issues of securities, please complete a separate
Appendix 2A for each type of issue.
☒ +Securities issued as part of a
transaction or transactions previously
announced to the market in an
Appendix 3B
☐ +Securities issued under a +dividend or
distribution plan
☐ +Securities issued, transferred or re-
classified as a result of options being
exercised or other +convertible
securities being converted
☐ Unquoted partly paid +securities that
have been fully paid up and are now to
become quoted fully paid +securities
Note: there is no need to apply for quotation of
the fully paid securities if the partly paid securities
were already quoted
☐ +Restricted securities where the escrow
period has expired or is about to expire
☐ +Securities previously issued under an
+employee incentive scheme where the
restrictions on transfer have ceased or
are about to cease
☐ +Securities issued under an +employee
incentive scheme that are not subject to
a restriction on transfer or that are to be
quoted notwithstanding there is a
restriction on transfer
☐ Other [please specify]
If you have selected ‘other’ please explain the
circumstances of the issue here:
2.1a *Have the +securities to be quoted been
issued yet?
Yes
2.1a.1 *What was their date of issue?
Answer this question if your response to Q2.1a is
“Yes”.
31 May 2022
2.1a.2 *What is their proposed date of issue?
Answer this question if your response to Q2.1a is “No”.
2.2a.1
*Date of Appendix 3B notifying the market
of the proposed issue of +securities for
which quotation is now being sought
Answer this question if your response to Q2.1 is
“Securities issued as part of a transaction or
transactions previously announced to the market in an
Appendix 3B”
9 December 2021 in respect of the
proposed issue of fully paid ordinary shares
by EBOS pursuant to the share sale
agreement (“SSA”). The issue of shares
forms part of the consideration provided by
EBOS Medical Devices Australia Pty Ltd
(ACN 635 893 720) to certain Vendors
under the SSA (refer to that Appendix 3B
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 3
and the announcement lodged with ASX on
9 December 2021 titled “Acquisition of
Lifehealthcare and Equity Raising” for
further details)
2.2a.2 *Are there any further issues of +securities
yet to take place to complete the
transaction(s) referred to in the
Appendix 3B?
Answer this question if your response to Q2.1 is
“Securities issued as part of a transaction or
transactions previously announced to the market in an
Appendix 3B”.
No
2.2a.2.1
*Please provide details of the further issues
of +securities yet to take place to complete
the transaction(s) referred to in the
Appendix 3B
Answer this question if your response to Q2.1 is
“Securities issued as part of a transaction or
transactions previously announced to the market in an
Appendix 3B” and your response to Q2.2a.2 is “Yes”.
Please provide details of the proposed dates and
number of securities for the further issues. This may
be the case, for example, if the Appendix 3B related to
an accelerated pro rata offer with an institutional
component being quoted on one date and a retail
component being quoted on a later date.
N/A
2.2b.1
Date of Appendix 3A.1 lodged with ASX in
relation to the underlying +dividend or
distribution
Answer this question if your response to Q2.1 is
“Securities issued under a dividend or distribution
plan”.
2.2c.1 Please state the number and type of
options that were exercised or other
+convertible securities that were converted
(including their ASX security code)
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted”.
2.2c.2 And the date the options were exercised or
other +convertible securities were
converted
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted”.
Note: If this occurred over a range of dates, enter the
first date and last date of the period in which the
options were exercised or convertible securities were
converted.
2.2c.3 Is this all of the options or other
+convertible securities on issue of that type
(ie have all of those options now been
exercised or have all of those convertible
securities now been converted)?
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted”.
Yes or No
Note: If you have answered “No”, consider whether
you need to lodge an Appendix 3H with ASX notifying
ASX of the cessation of some or all of the remaining
options or other convertible securities under Listing
Rule 3.10.E. This may the case, for example, if options
have lapsed because they have passed their expiry
date without being exercised, or convertible debt
securities have been repaid or redeemed without
being converted.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 4
2.2c.4 The right of the holder of the options or
other +convertible securities to receive the
+underlying securities is being satisfied by:
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted”.
☐ An issue of new +securities
☐ A transfer of existing +securities
☐ A reclassification of the +convertible
securities as securities in the same
class as the +underlying securities
2.2c.5 The underlying securities being received by
the holder are:
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted”.
☐ Already quoted by ASX
☐ Intended to be, but are not yet, quoted
by ASX
☐ Are not, and are not intended to be,
quoted by ASX
2.2c.6 Were the options being exercised or other
+convertible securities being converted
issued under an +employee incentive
scheme?
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted”.
Yes or No
2.2c.7 *Are any of the options being exercised or
other +convertible securities being
converted held by +key management
personnel (KMP) or an +associate?
Answer this question if your response to Q2.1 is
“Securities issued, transferred or re-classified as a
result of options being exercised or other convertible
securities being converted” and your response to
Q2.2c.6 is “Yes”.
Yes or No
2.2c.7.a *Provide details of the KMP or +associates who are exercising options or converting
convertible securities.
Answer this question if your response to Q2.1 is “Securities issued, transferred or re-classified as a result of
options being exercised or other convertible securities being converted”, your response to Q2.2c.6 is “Yes” and
your response to Q2.2c.7 is “Yes”. Repeat the detail in the table below for each KMP involved. If the options or
other convertible securities are held by the KMP, repeat the name of the KMP or insert “Same” in “Name of
registered holder”. If the options or other convertible securities are held by an associate of a KMP, insert the
name of the associate in “Name of registered holder”.
Name of KMP
[200 characters]
Name of registered holder
[200 characters]
Number of options
being exercised or
other +convertible
securities being
converted
[16 characters]
2.2d.1 Please state the number and type of
unquoted partly paid +securities (including
their ASX security code) that have been
fully paid up and that are now to become
quoted on ASX
Answer this question if your response to Q2.1 is “Partly
paid securities that have been fully paid up and are
now to become quoted fully paid securities”.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 5
2.2d.2
And the date the
+
securities were fully paid
up
Answer this question if your response to Q2.1 is “Partly
paid securities that have been fully paid up and are
now to become quoted fully paid securities”.
Note: If this occurred over a range of dates, enter the
date the last of the securities was fully paid up.
2.2d.3
Is this all of the partly paid +securities on
issue of that type (ie have all of those partly
paid securities now been fully paid up)?
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been fully
paid up and are now to become quoted fully paid
securities”.
Yes or No
Note: If you have answered “No”, consider whether
you need to lodge an Appendix 3H with ASX notifying
ASX of the cessation of some or all of the remaining
partly paid securities under Listing Rule 3.10.E. This
may the case, for example, if partly paid securities that
have not had the call paid by the due date will be
cancelled. If you are an NL company, consider also
whether you have notification obligations in relation to
any forfeiture of the partly paid securities not paid up
under Listing Rule 3.12.
2.2e.1 Please state the number and type of
+restricted securities (including their ASX
security code) where the escrow period has
expired or is about to expire
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
2.2e.2 And the date the escrow restrictions have
ceased or will cease
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
Note: If this occurred over a range of dates, enter the
date the last of the escrow restrictions has ceased or
will cease.
2.2f.1 Please state the number and type of
+securities (including their ASX security
code) previously issued under the
+employee incentive scheme where the
restrictions on transfer have ceased or are
about to cease
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
2.2f.2 And the date the restrictions on transfer
have ceased or will cease:
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
Note: If this occurred over a range of dates, enter the
date the last of the restrictions on transfer has ceased
or will cease.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 6
2.2g.1 Please state the number and type of
+securities (including their ASX security
code) issued under the +employee
incentive scheme that are not subject to a
restriction on transfer or that are to be
quoted notwithstanding there is a restriction
on transfer
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
2.2g.2 *Please attach a document or provide
details of a URL link for a document lodged
with ASX detailing the terms of the
+employee incentive scheme or a summary
of the terms.
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
2.2g.3 *Are any of these +securities being issued
to +key management personnel (KMP) or
an +associate
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
Yes or No
2.2g.3.a *Provide details of the KMP or +associates being issued +securities.
Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are
not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”
and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If
the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered
holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of
registered holder”.
Name of KMP
[200 characters]
Name of registered holder
[200 characters]
Number of +securities
[16 characters]
2.2h.1 *Were the +securities issued for a cash
consideration?
Answer this question if your response to Q2.1 is
“Other”.
If the securities are being issued for nil cash
consideration, answer this question “No”.
Yes or No
2.2h.1.a
*In what currency was the cash
consideration paid?
Answer this question if your response to Q2.1 is
“Other” and your response to Q2.2h.1 is “Yes”.
For example, if the consideration is being paid in
Australian Dollars, state AUD.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 7
2.2h.1.b *What was the issue price per +security
Answer this question if your response to Q2.1 is
“Other” and your response to Q2.2h.1 is “Yes”, and by
reference to the issue currency provided in your
response to Q2.2h.1.a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q2.2h.1 as “No” and complete Q2.2h.1.c.
2.2h.1.c
Please describe the consideration provided
for the +securities
Answer this question if your response to Q2.1 is
“Other” and your response to Q2.2h.1 is “No”.
2.2h.1.d Please provide an estimate (in AUD) of the
value of the consideration provided per
+security for the +securities to be quoted
Answer this question if your response to Q2.1 is
“Other” and your response to Q2.2h.1 is “No”.
2.2h.2 *The purpose(s) for which the entity is
issuing the +securities is:
Answer this question if your response to Q2.1 is
“Other”.
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered
[provide details below]
☐ Other [provide details below]
Additional details:
2.2h.3 *Please provide any further information
needed to understand the circumstances in
which you are applying to have these
+securities quoted on ASX, including why
the issue of the +securities has not been
previously announced to the market in an
Appendix 3B
You must answer this question if your response to
Q2.1 is “Other”. If there is no other information to
provide, please answer “Not applicable” or “N/A”.
2.2i *Have these +securities been offered under
a +disclosure document or +PDS?
Answer this question if your response to Q2.1 is
“Other”.
Yes or No
2.2i.1 *Date of +disclosure document or +PDS?
Answer this question if your response to Q2.1 is
“Other” and your response to Q2.2i is “Yes”.
Under the Corporations Act, the entity must apply for
quotation of the securities within 7 days of the date of
the disclosure document or PDS.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 8
2.3 *Any on-sale of the +securities to be quoted
within 12 months of their date of issue will
comply with the secondary sale provisions
in sections 707(3) and 1012C(6) of the
Corporations Act by virtue of:
Answer this question if your response to Q2.1 is
“Other” and your response to Q2.2i is “No”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of securities, it gives a
warranty that an offer of the securities for sale within
12 months after their issue will not require disclosure
under section 707(3) or 1012C(6) of the Corporations
Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see
ASIC Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult
your legal adviser.
☐ The publication of a +disclosure
document or +PDS for the +securities
to be quoted
☐ The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐ The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities to
be quoted that meets the requirements
of section 708A(11) or 1012DA(11)
☐ An applicable ASIC instrument or class
order
☐ Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities under the offer were issued.
2.4 *The +securities to be quoted are:
Tick whichever is applicable
☒ Additional +securities in a class that is
already quoted on ASX ("existing
class")
☐ New +securities in a class that is not yet
quoted on ASX ("new class")
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 9
Part 3A – number and type of +securities to be quoted (existing class or
new class) where issue has previously been notified to ASX in
an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is “Securities issued as part of a transaction or transactions
previously announced to the market in an Appendix 3B”.
Question
No.
Question Answer
3A.1 *ASX security code & description EBO: ordinary fully paid
3A.2 *Number of +securities to be quoted 691,015
3A.3 Any other information the entity wishes to
provide about the +securities to be quoted
The shares were issued at NZD34.50 per
share, or alternatively at AUD32.76 per
share (which has been determined with
reference to the AUD NZD exchange rate
as reported by the Reserve Bank of
Australia as at 4pm AEDT on 9 December
2022).
A total of 691,015 fully paid ordinary shares
are subject to voluntary escrow. The
escrow will cease to apply at the end of the
relevant escrow period, or earlier in limited
circumstances.
Of the escrowed shares, 195,604 fully paid
ordinary shares (rounded down to the
nearest whole escrow share) are subject to
escrow for the period commencing on the
date on which completion of the acquisition
occurs (being 31 May 2022) and ending
from the later of (subject in each case to
ASX Listing Rule 3.10A) 4.14 pm on:
(a) the first trading day 12 months after
completion of the acquisition; and
(b) the trading day following the day on
which EBOS’ results for the financial year
ending 30 June 2023 are released to ASX
and NZX.
Of the escrowed shares, 495,411 fully paid
ordinary shares are subject to escrow for
the period commencing on the date on
which completion of the acquisition occurs
(being 31 May 2022) and ending on
4.14pm on 29 February 2024.
References to time are to Melbourne,
Australia time.
Please refer to the Appendix “Escrow
Arrangements Summary” to the NZX
Capital Change Notice released by EBOS
on 31 May 2022 for further information.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 10
3A.4 *Provide a distribution schedule for the new +securities according to the categories set out
in the left hand column – including the number of recipients and the total percentage of the
new +securities held by the recipients in each category.
Number of +securities held Number of holders
Total percentage of
+securities held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not
have to answer this question), your response to Q2.4 is “new class” and the securities to be quoted have already
been issued.
Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
ASX a list of the 20 largest recipients of the new securities, and the number and percentage of the new securities
received by each of those recipients, and a distribution schedule for the securities when they are issued.
Part 4 – Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity
will comprise:
Note: the figures provided in the tables in sections 4.1 and 4.2 below are used to calculate the total market capitalisation of the
entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by
the entity.
If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 4.1 and
include in the table in section 4.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).
Restricted securities should only be included in the table in section 4.1 if you are applying to have them quoted because the
escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 4.2.
4.1 *Quoted +securities (total number of each +class of +securities quoted on ASX following
the +quotation of the +securities the subject of this application)
ASX security code and description Total number of +securities on issue
Ordinary fully paid shares (EBO) 189,379,543
4.2 *Unquoted +securities (total number of each +class of +securities issued but not quoted
on ASX):
ASX security code and description Total number of +securities on issue
Performance rights (EBOAA) 756,040
Part 5 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and your response to Q2.1 is:
- “Securities issued under a dividend/distribution plan”;
- “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be
quoted notwithstanding there is a restriction on transfer”; or
- “Other”.
Note that if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the
market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 11
Question
No.
Question Answer
5.1 *Are the +securities being issued under an
exception in Listing Rule 7.2 and therefore
the issue does not need any security holder
approval under Listing Rule 7.1?
Yes or No
5.1a Enter the number of the applicable
exception in Listing Rule 7.2
Answer this question is your response to Q5.1 is “Yes”
Note this should be a number between 1 and 17.
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 12
5.1a.1 *Does the +dividend or distribution plan
meet the requirement of listing rule 7.2
exception 4 that it does not impose a limit
on participation?
Answer this question if your response to Q5.1 is “Yes”
and your response to Q5.1a is “4”.
Note: Exception 4 only applies where security holders
are able to elect to receive all of their dividend or
distribution as securities. For example, Exception 4
would not apply in the following circumstances: 1) The
entity has specified a dollar limit on the level of
participation e.g. security holders can only participate
to a maximum value of $x in respect of their
entitlement, or 2) The entity has specified a maximum
number of securities that can participate in the plan
e.g. security holders can only receive securities in lieu
of dividend payable for x number of securities.
Yes or No
5.2 *Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the response to Q5.1 is “No”.
Yes or No
5.2a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the response to Q5.1 is “No”
and the response to Q5.2 is “Yes”.
5.2b *Are any of the +securities being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q5.1 is “No”
and the response to Q5.2 is “No”.
Yes or No
5.2b.1 *How many +securities are being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q5.1 is “No”,
the response to Q5.2 is “No” and the response to
Q5.2b is “Yes”.
If the response to Q5.2b is “Yes”, please complete and
separately send by email to your ASX listings
compliance adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to
issue that number of securities.
5.2c *Are any of the +securities being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A (if applicable)?
Answer this question if the response to Q5.1 is “No”
and the response to Q5.2 is “No”.
Yes or No or n/a
This appendix is available as an online form Appendix 2A
Application for quotation of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 13
5.2c.1 *How many +securities are being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A?
Answer this question if the response to Q5.1 is “No”,
the response to Q5.2 is “No” and the response to
Q5.2c is “Yes”.
If the response to Q5.2c is “Yes”, please complete and
separately send by email to your ASX listings
compliance adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Introduced 01/12/19; amended 31/01/20; 05/06/21
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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