ASX ANNOUNCEMENT
Thursday 29 October 2009
The Manager
Company Announcements Office
Australian Securities Exchange
Level 45, South Tower Rialto
525 Collins Street
MELBOURNE VIC 3000
ELECTRONIC LODGEMENT
Dear Sir or Madam
Appendix 3B
Please find attached an Appendix 3B showing regarding the grant of options today under the
Asciano Group Option and Rights Plan.
Yours faithfully
Fiona Mead
Company Secretary
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX's property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
ASCIANO LIMITED & ASCIANO FINANCE TRUST
ABN
ABN 26 123 652 862 (AL) &
ARSN 124 102 807 (AFT)
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1
+
Class of
+
securities issued or to be
issued
Options over fully paid Stapled Securities
("Options")
2 Number
of
+
securities issued or to
be issued (if known) or maximum
number which may be issued
3,861,702
3 Principal terms of the
+
securities
(eg, if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
Each Option entitles the holder to receive one
fully paid Stapled Security of Asciano Group
upon payment of the exercise price of $1.52.
Options may be exercised between 1 July 2012
and 30 June 2014, subject to the satisfaction of
various time and performance based vesting
conditions.
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
4 Do
the
+
securities rank equally in all
respects from the date of allotment
with an existing
+
class of quoted
+
securities?
If the additional securities do not
rank equally, please state:
·
the date from which they do
·
the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
·
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
No
Stapled Securities delivered upon exercise of
the Options will rank equally in all respects with
existing fully paid Stapled Securities from the
date of delivery.
5
Issue price or consideration
Nil
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Options issued to the Managing Director with
Securityholder approval as part of his
remuneration in accordance with the terms of
the Asciano Group Option and Rights Plan.
7 Dates of entering
+
securities into
uncertificated holdings or despatch
of certificates
27 October 2009
Number
+Class
8 Number
and
+
class of all
+
securities
quoted on ASX (including the
securities in clause 2 if applicable)
2,926,103,883
Fully Paid Stapled
Securities
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
Number
+Class
9 Number
and
+
class of all
+
securities not quoted on ASX
(including the securities in clause
2 if applicable)
18,604,415
Options expiring 30
June 2012 (various
exercise prices),
options expiring 30
June 2013 (Exercise
Price $4.24), and
options expiring 30
June 2014 (Exercise
Price (1.52)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Stapled Securities delivered on exercise of
Options will rank equally with all other fully paid
Stapled Securities
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the
+
securities will
be offered
14
+
Class of
+
securities to which the
offer relates
15
+
Record date to determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has
+
security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of
acceptances or renunciations
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of
+
security holders
25 If the issue is contingent on
+
security holders' approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30 How
do
+
security holders sell their
entitlements in full through a
broker?
31 How
do
+
security holders sell part
of their entitlements through a
broker and accept for the balance?
32 How
do
+
security holders dispose
of their entitlements (except by sale
through a broker)?
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
33
+
Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34
Type of securities
(tick one)
(a)
Securities described in Part 1
(b)
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35
If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities held by
those holders
36
If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37
A copy of any trust deed for the additional
+
securities
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
Entities that have ticked box 34(b)
38 Number of securities for which
+
quotation is sought
39 Class
of
+
securities for which
quotation is sought
40 Do
the
+
securities rank equally in all
respects from the date of allotment
with an existing
+
class of quoted
+
securities?
If the additional securities do not
rank equally, please state:
·
the date from which they do
·
the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
·
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)
Number
+
Class
42 Number
and
+
class of all
+
securities
quoted on ASX (including the
securities in clause 38)
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Legal\105635170.1
Quotation agreement
1
+
Quotation of our additional
+
securities is in ASX's absolute discretion. ASX may
quote the
+
securities on any conditions it decides.
2
We warrant the following to ASX.
·
The issue of the
+
securities to be quoted complies with the law and is not for
an illegal purpose.
·
There is no reason why those
+
securities should not be granted
+
quotation.
·
An offer of the
+
securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty
·
Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and
that no-one has any right to return any
+
securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the
+
securities be quoted.
·
If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.
3
We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the warranties
in this agreement.
4
We give ASX the information and documents required by this form. If any
information or document not available now, will give it to ASX before
+
quotation of
the
+
securities begins. We acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and complete.
Sign here:
............................................................ Date:
28/10/2008
Company secretary
Print name:
FIONA MCCALLUM MEAD
== == == == ==
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