Minimum Holding Buy-Back

Transcription

1 10 th January 2018 Minimum Holding Buy-Back Sydney: (ASX: COM) (ComOps), the leading workforce management solutions company, wishes to advise shareholders and the market that it intends to undertake a buy-back of ordinary shares from eligible holders of less than marketable parcels of shares in the Company (Buy- Back). The Buy-Back will allow shareholders who hold 7,500 or less shares in the Company (Relevant Unmarketable Parcel) as at 7.00 pm (AEST) on 8 January 2018 (Eligible Shareholders) to sell their shares back to the Company at the Buy-Back price of $0.008 per share (being the average of the last sale prices of ComOps ordinary shares for each of the 10 trading days immediately preceding 8 January 2018). These shares will be cancelled once transferred to the Company. In accordance with the Corporations Act 2001 (Cth), the Company does not require shareholder approval for the Buy-Back of these shares, however, Eligible Shareholders are able to opt out of the Buy-Back. Based on the Buy-Back price per share and the register of members of the Company as at 7.00 pm (AEDT) on 8 January 2018: a) a minimum holding of shares is any shareholding of 7,500 or less; b) 0.062% of ComOps ordinary shares [612,137] are held in Relevant Unmarketable Parcels; and c) the aggregate value of the ComOps ordinary shares held by all holders of Relevant Unmarketable Parcels is $4, ComOps shareholders who own 7,501 shares or more will not be eligible to participate in the Buy- Back. The Buy-Back has been instituted to enable shareholders holding a Relevant Unmarketable Parcel to realise their shares without brokerage and other expenses and to reduce the significant administrative and registry costs associated with the Relevant Unmarketable Parcels. The Company will pay for all costs related with the Buy-Back (excluding tax consequences from the sale which remains the shareholder s responsibility). The Company is sending the attached letter to Eligible Shareholders. Those who wish to retain their shares must complete and sign the Share Sale Election Form and forward it to Automic Registry Services, PO Box 2226 Strawberry Hills NSW 2012, to be received by 5pm (AEST) on 22 February Alternatively, Eligible Shareholders may visit before 5pm (AEDT) on 22 February 2018 to submit their intention to retain their existing holding.

2 Enquiries Additional Information Niall Cairns, Chairman Chris Fydler, Chief Executive Officer Christopher Brooke, Company Secretary Telephone About ComOps ComOps is an Australian company that provides effective workforce management and optimisation solutions to enterprises globally who are looking to simplify complex workforce environments. It specialises in interpreting Award Wages and Enterprise Bargaining Agreements and equivalent structures. ComOps supports more than 180 customers in over 5800 locations globally, including leading organisations within global ports, aviation, transportation, retail, hospitality and health.

3 11 January 2018 Dear Shareholder Offer by Minimum Holding Buy-Back As announced on 10 January 2018, (ComOps or Company) intends to complete a Buy-Back of ordinary shares from holders of a Minimum Holding of Shares in the Company as at 7.00 pm (AEDT) on 8 January The Directors of the Company recognise that holders of shares with a value of less than $60 (Relevant Unmarketable Parcel) may encounter difficulties selling their shares on the ASX. In order to allow these shareholders to sell their shares without incurring brokerage and other expenses, and to reduce the administrative and registry costs for the Company that are associated with unmarketable parcels, the Directors have resolved to undertake a minimum holding Buy-Back of shares under the terms set out in this offer and the procedure in Division 2 Part 2J.1 of the Corporations Act 2001 (Cth) (Buy-Back). The Company is provided this power under Article 25 of the Constitution. Shares purchased by the Company under the Buy-Back will be cancelled. Shareholders who hold a Minimum Holding of Shares in the Company as at 7.00pm (AEDT) on 8 January 2018 (Eligible Shareholders) are eligible to participate in the Buy-Back. Whilst the ASX Listing Rules define a shareholding valued at less than $500 as an "unmarketable parcel", this offer relates only to shareholdings of $60 or less as at 7.00pm on 8 January Based on the Buy-Back price of $0.008 per share, being the average sale price of ComOps ordinary shares for each of the 10 trading days immediately preceding 8 January 2018, a Minimum Holding of Shares has been determined by the Company to be any shareholding of 7,500 or less ordinary shares. The Company's share registry shows that the number of shares held by you or an entity that is associated with you is a minimum holding, which makes you one of the Eligible Shareholders. Based on the Buy-Back price and the register of members of the Company as at 7.00 pm (AEDT) on 8 January 2018: a) 0.062% of ComOps ordinary shares [612,137] are held in Relevant Unmarketable Parcels; and b) the aggregate value of the ComOps ordinary shares held by all holders of Relevant Unmarketable Parcels is $4, It is important to note that the market price of ComOps shares may change from time to time. The Buy-Back price may be less than the actual market price at the time of the sale and may not be the best price obtainable on the day on which your ComOps shares are bought back. The Company will not buy-back your shares if you wish to retain your shareholding. Your choices: 1. If you wish to sell your shares without incurring brokerage or handling costs, you do not need to take any action other than Australian residents providing their direct credit instructions. ComOps is authorised under article 25 of its Constitution to cancel your shares following the Closing Date. Your shares will be pooled with other shares under this Facility and cancelled as soon as practicable after the Closing Date. Australian residents will only be paid their sale proceeds in Australian dollars by direct credit to an account held with an Australian financial institution. You must provide your direct credit of payment instruction either online at or alternatively completing section B and signing the enclosed form. ABN: PO Box 6010 North Sydney NSW 2060 Australia COMOPS LIMITED: +61 (0)

4 Non-resident holders who do not have an account with an Australian financial institution will be paid in Australian dollars by cheque. Obligations for unclaimed monies less than $100 which remain unclaimed after 6 years will be remitted to Revenue NSW. 2. If you wish to retain your existing holding then you must either: a. lodge your election online at or correctly complete, sign and return the enclosed Share Sale Facility Form so that it is received by 5.00pm (AEDT) on 22 February 2018, being the Closing Date of this Facility. Please read the instructions on your personalised Share Sale Facility Form carefully before completing it; or b. arrange to have multiple holdings consolidated into the one holding which has 7,501 or more shares on the Closing Date; or c. make your own arrangements outside this Facility to purchase additional shares so that you are the registered holder of 7,501 or more shares on the Closing Date. For a purchase to be an effective notification that you wish to retain your shares, any additional shares purchased must be registered by 5:00pm (AEDT) on the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in this letter. If you successfully take one of these steps, ComOps will not be entitled to sell your shares under this Facility. If your shareholding is purchased, the sale proceeds will be forwarded to you by the Company as soon as practicable. The price you receive for each share purchased under the Buy-Back will be $ ComOps does not make any recommendation or provide any advice to you regarding whether to buy, sell or hold your shares nor that this Facility is the best way to sell your ComOps shares. If you require advice as to whether to sell your shares, please consult your legal, financial or taxation adviser. For further information about lodging your form or the practical operation of the Facility, please contact the Company's share registry, Automic on or between the hours of 9.00am and 5.00pm (AEST) Monday to Friday. Yours sincerely Niall Cairns Non-Executive Chairman ABN: PO Box 6010 North Sydney NSW 2060 Australia COMOPS LIMITED: +61 (0)

5 ACN MINIMUM HOLDING: SHARE SALE ELECTION FORM Option A: Elect Online (Recommended) Visit Option B: Paper Election

6 INSTRUCTIONS FOR COMPLETION OF THIS FORM