For personal use only

Transcription

1 PRE-QUOTATION DISCLOSURE The following information is required to be provided to ASX Limited for release to the market in connection with the official quotation and deferred settlement trading of the fully paid ordinary shares in Calibre Group Limited (Calibre). 1 Basis of allocation and procedures for determining allocations The basis of allocation and the procedures by which applicants may determine their precise allocation of shares are described in the attached advertisement set out in Attachment 1. This advertisement has been published in this morning s edition of The Australian Financial Review, The West Australian, The Sydney Morning Herald and The Melbourne Age. As stated in the attached advertisement, applicants under the Broker Firm Offer can confirm their allocation of shares by contacting their brokers, or may make general enquiries regarding the offer by contacting the Calibre Offer Information Line on (from within Australia) or (from outside Australia). 2 The offer price and number of shares issued under the offer The offer price for each share under the Institutional Offer, Broker Firm Offer and Personnel Offer is $1.63. The number of shares allocated under each part of the offer is: Institutional Offer 30,317,647 Broker Firm Offer 11,906,475 Personnel Offer 3,788,148 46,012,270 Total shares 3 Despatch date The intended date for the despatch of CHESS allotment notices and issuer sponsored holding statements is 3 August page 1

2 4 Escrowed shares 4.1 Voluntary escrow arrangements The following is a breakdown of the number of shares subject to voluntary escrow and the escrow period applied to those shares. For details of the terms of the voluntary escrow arrangements, please see section 7.6 the Prospectus dated 12 July Parties whose securities are subject to voluntary escrow Number of securities subject to voluntary escrow Escrow period FR Perth Acquisitions Limited, FR Calibre B.V 178,694,413 The period commencing on the date Calibre is admitted to the official list of ASX and continuing until the date on which the Calibre s audited financial accounts for the financial year ending 30 June 2013 are lodged with ASIC. Connect Resource Investments Pty Ltd 7,621,250 As above. Connect Resource Services Pty Ltd 5,742,696 As above. Andrew James Rowe (as trustee of the Rowe Family Trust) 1,882,846 As above. Auric Capital Pty Ltd (as trustee for the Auric Capital Trust) 3,352,500 As above. Sapphire Lane Pty Ltd 4,500,000 As above. Patrick Gerard Williams (as trustee for the P&K Williams Superannuation Fund) 750,491 As above. Anthony Ronald Milton (as trustee for the Gracetown Realisation Fund) 750,491 As above page 2

3 Bellthorpe Holdings Pty Ltd (as trustee for the Harradine Family Trust) 3,000,000 As above. Silk Street Pty Ltd (as trustee for the Silk Street Trust) 1,117,500 As above. Brett George William Maff (as trustee for the Maff Family Trust) 375,248 As above. Raymond Campbell Munro (as trustee of The Munro Family Trust No.2) 29,439,060 As above. Manlan Pty Ltd (as trustee for The Lanman Family Trust) 1,244,860 As above. K J Irving Enterprises Pty Ltd (as trustee for the K & P Irving Family Trust) 760,450 As above. Joseph Andrew Jeames McKibben and Kristie Gae McKibben (as trustees for the J & K McKibben Family Trust) 509,200 As above. Tanya Narelle Bartram 181,235 As above. 4G Mining Investments Pty Ltd (as trustee for the 4G Mining Investments Trust) 742,360 As above. Rodney Charles Baxter (as trustee for the Baxter Family Trust) 1,677,210 As above. Spence Fund Management Pty Ltd (as trustee for the Spence Family Superannuation Fund) 714,285 As above page 3

4 4.2 Lock- up of converted shares The following is a breakdown of the number of shares subject to the extended escrow arrangements and the escrow period applied to those shares. For details of the terms of the extended escrow arrangements, please see section 7.8 of the Prospectus dated 12 July Parties whose securities are subject to extended voluntary escrow Number of securities subject to extended voluntary escrow Extended escrow period Connect Resource Services Pty Ltd 5,742,696 The period from 12 July 2012 until the date which is 3 years after Calibre is admitted to the official list of ASX. Brett George William Maff (as trustee for the Maff Family Trust) 191,423 As above. Rodney Charles Baxter (as trustee for the Baxter Family Trust) 574,270 As above. Patrick Gerard Williams (as trustee for the PG and KI Superannuation Fund) 382,846 As above. Anthony Ronald Milton (as trustee for the Gracetown Realisation Fund) 382,846 As above. Andrew James Rowe (as trustee of the Rowe Family Trust) 382,846 As above. Michael Silbert Company Secretary 1 August page 4

5 1 Attachment 1 advertisement re basis of allocation and procedures for determining allocations CALIBRE GROUP LIMITED IMPORTANT NOTICE IMPORTANT NOTICE TO ALL APPLICANTS UNDER THE CALIBRE GROUP LIMITED ( CALIBRE ) INITIAL PUBLIC OFFERING OF ORDINARY SHARES ( OFFER )¹ The Calibre initial public offering of ordinary shares ( Shares ) to Broker clients ( Broker Firm Offer ), and to Eligible Employees and Eligible Contractors ( Personnel Offer ) closed at 5.00pm (Sydney time) on Monday, 30 July There was no general public offer of Shares under the Offer. OFFER PRICE As set out in the Prospectus, the price to be paid by all investors in the Offer ( Offer Price ) is $1.63 per Share. The size of the Offer is $75 million and Calibre s indicative market capitalisation based on the Offer Price is approximately $477.9 million. ALLOCATION POLICY Broker Firm Offer For Broker Firm Offer Applicants, it is a matter for Brokers as to how they allocate firm stock amongst their clients. Applicants under the Broker Firm Offer may confirm their allocations by phoning their Broker. Personnel Offer Valid Applications under the Personnel Offer were accepted in full. Applications received after the close of the Offer have not been allocated any Shares. The amount of any unfulfilled Application Monies will be refunded to Applicants (without interest). Institutional Offer The Joint Lead Managers have advised successful Applicants in the Institutional Offer of their allocations. TRADING OF SHARES Shares are expected to commence trading on ASX on a deferred settlement basis on or about Thursday, 2 August 2012 at 12.00pm (Sydney time), under the ASX code CGH. Trading in Shares on ASX will continue on a deferred settlement basis until despatch of CHESS allotment notices and issuer sponsored holding statements, which is expected to occur by Friday, 3 August Normal trading is expected to commence on or about Monday, 6 August page 5

6 All Applicants are responsible for determining and confirming the number of Shares allocated to them prior to selling any Shares. Applicants who sell Shares before receiving their allotment confirmation do so at their own risk. FURTHER INFORMATION For more information, either contact your broker or the Calibre Offer Information Line on (from within Australia) or (from outside Australia). ABOUT CALIBRE Calibre is an engineering services and project delivery group, servicing the resources and infrastructure markets. Calibre is one of the few engineering services and project delivery groups within Australia to offer clients an integrated range of services from early-stage asset evaluation and project feasibility studies, through design and delivery, to ongoing support and optimisation of mine, rail and infrastructure assets. Calibre is also the market leader in providing services to the Australian heavy haul rail sector. Calibre provides its services through three key businesses, Calibre Global, Xstract Mining Consultants and Brown Consulting. 1. Capitalised terms not defined in this notice have the meaning given to them in the Calibre Prospectus dated Thursday, 12 July This release is not an offer or an invitation to acquire Shares. In particular, this release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Shares offered and sold in the initial public offering referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the Securities Act ), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration page 6