DOW
15/04/2013 11:42
ALLOT
REL: 1142 HRS Downer EDI Limited
ALLOT: DOW: Appendix 3B
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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99,
01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
Downer EDI Limited
ABN
97 003 872 848
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
Ordinary
2 Number of +securities issued or to be issued (if known) or maximum number
which may be issued
4,309,133
3 Principal terms of the +securities (e.g. 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) Fully paid
4 Do the +securities rank equally in all respects from the +issue date with
an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
o the date from which they do
o the extent to which they participate for the next dividend, (in the case of
a trust, distribution) or interest payment
o the extent to which they do not rank equally, other than in relation to the
next dividend, distribution or interest payment Yes
5 Issue price or consideration $4.85 per share
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify
those assets)
Issued pursuant to the Dividend
Reinvestment Plan
6a Is the entity an +eligible entity that has obtained security holder
approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject
of this Appendix 3B, and comply with section 6i No
6b The date the security holder resolution under rule 7.1A was passed
6c Number of +securities issued without security holder approval under rule
7.1
6d Number of +securities issued with security holder approval under rule
7.1A
6e Number of +securities issued with security holder approval under rule
7.3, or another specific security holder approval (specify date of meeting)
6f Number of +securities issued under an exception in rule 7.2
6g If +securities issued under rule 7.1A, was issue price at least 75% of
15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and
both values. Include the source of the VWAP calculation.
6h If +securities were issued under rule 7.1A for non-cash consideration,
state date on which valuation of consideration was released to ASX Market
Announcements
6i Calculate the entity's remaining issue capacity under rule 7.1 and rule
7.1A - complete Annexure 1 and release to ASX Market Announcements
7 +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of
issue date in rule 19.12). For example, the issue date for a pro rata
entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B. 15 April 2013
Number +Class
8 Number and +class of all +securities quoted on ASX (including the
+securities in section 2 if applicable)
433,409,429 Ordinary
Number +Class
9 Number and +class of all +securities not quoted on ASX (including the
+securities in section 2 if applicable)
Nil Not applicable
10 Dividend policy (in the case of a trust, distribution policy) on the
increased capital (interests) Same dividend policy for all shares
Part 2 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 offer 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
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 offer documents 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)?
33 +Issue 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) 1
+Securities described in Part 1
(b) 0
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 0
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 0
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 0
A copy of any trust deed for the additional +securities
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 +issue date
with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
o the date from which they do
o the extent to which they participate for the next dividend, (in the case of
a trust, distribution) or interest payment
o 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)
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.
o The issue of the +securities to be quoted complies with the law and is not
for an illegal purpose.
o There is no reason why those +securities should not be granted +quotation.
o 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
o 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.
o 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 is not available now, we 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: 15 April 2013
Company secretary
Print name: Peter Tompkins
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible
entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is
calculated
Insert number of fully paid +ordinary securities on issue 12 months before
the +issue date or date of agreement to issue
Add the following:
o Number of fully paid +ordinary securities issued in that 12 month period
under an exception in rule 7.2
o Number of fully paid +ordinary securities issued in that 12 month period
with shareholder approval
o Number of partly paid +ordinary securities that became fully paid in that
12 month period
Note:
o Include only ordinary securities here - other classes of equity securities
cannot be added
o Include here (if applicable) the securities the subject of the Appendix 3B
to which this form is annexed
o It may be useful to set out issues of securities on different dates as
separate line items
Subtract the number of fully paid +ordinary securities cancelled during that
12 month period
"A"
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that
has already been used
Insert number of +equity securities issued or agreed to be issued in that 12
month period not counting those issued:
o Under an exception in rule 7.2
o Under rule 7.1A
o With security holder approval under rule 7.1 or rule 7.4
Note:
o This applies to equity securities, unless specifically excluded - not just
ordinary securities
o Include here (if applicable) the securities the subject of the Appendix 3B
to which this form is annexed
o It may be useful to set out issues of securities on different dates as
separate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement
capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" x 0.15] - "C"
[Note: this is the remaining placement capacity under rule 7.1]
Part 2
Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is
calculated
"A"
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that
has already been used
Insert number of +equity securities issued or agreed to be issued in that 12
month period under rule 7.1A
Notes:
o This applies to equity securities - not just ordinary securities
o Include here - if applicable - the securities the subject of the Appendix
3B to which this form is annexed
o Do not include equity securities issued under rule 7.1 (they must be dealt
with in Part 1), or for which specific security holder approval has been
obtained
o It may be useful to set out issues of securities on different dates as
separate line items
"E"
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement
capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" x 0.10] - "E"
Note: this is the remaining placement capacity under rule 7.1A
End CA:00235193 For:DOW Type:ALLOT Time:2013-04-15 11:42:12
(20min delay)