EBOS Group Limited/Announcement
EBOS Group Limited logo

Capital Change Notice

Capital Change31 May 2022EBOHealthcare

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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