这是AHF澳大利亚新上市的一个公告。我收到
盈透证券给了一个信息，说是分拆，问了客服叫看公告，用了翻译软件也看不太明白，楼主或者能看懂的高手解说一下：谢谢了！Australian Dairy Farms Group
ASX Code: AHF
AU
STRA LIAN DAIRY
FARM S LIMITED A
USTR ALIAN DAIRY FARMS TRUST
ACN 057 046 607 ARSN 600 601 689
Level 1, 41 Edward Street, Brisbane QLD 4000 | GPO Box 6, Brisbane Qld 4001
Phone: +61 07 3020 3020 | Fax: +61 07 3020 3080 l Email: shareholders
@adfl.com.au
30 October 2014
Market Announcement Platform
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Australian Dairy Farms Group Loyalty Options
In the Prospectus and Product Disclosure Statement issued by Australian Dairy Farms Group dated 20
August 2014, (Offer Document) details of a proposed issue of Loyalty Options were set out at section
11.3.
Following numerous enquiries from securityholders seeking to clarify aspects of the terms of the Loyalty
Options, this announcement is made to provide necessary explanatory information.
The following dates are important:
Lodgement of prospectus and product disclosure statement On or before
17 November 2014
Ex-date for Loyalty Options entitlements 20 November 2014
Loyalty Option Record Date 24 November 2014
Issue date. Deferred settlement trading ends. Last day for the Group to
confirm to ASX all information required by Appendix 3B
On or before
8 December 2014
Loyalty Option Vesting date 27 February 2015
Loyalty Option Expiry Date (unless exercised previously) 31 March 2016
Loyalty Option Exercise Price 25 cents per
Stapled Security
Loyalty Options
For every 2 Stapled Securities held by eligible Securityholders on the Loyalty Option Record
Date (24 November 2014) the Group will issue for no consideration 1 Loyalty Option
(exercisable at 25 cents on or before 31 March 2016).
The Loyalty Options are subject to a vesting condition that the holder hold Stapled Securities on
the Vesting Date (27 February 2015), with the number vesting equal to the lesser of the number
of Loyalty Options held on the Vesting Date and the number of Stapled Securities held on the
Vesting Date divided by 2. Unvested Loyalty Options will lapse.
For example if a Securityholder is issued 200,000 Loyalty Options (because they held 400,000
Stapled Securities on the Loyalty Option Record Date) and:
For personal use onlyi) sells 200,000 Stapled Securities before the Vesting Date, and therefore hold 200,000
Stapled Securities on the Vesting Date then only 100,000 Loyalty Options will vest;
ii) buys a further 200,000 Stapled Securities before the Vesting Date, the 200,000 Loyalty
Options will vest; but the Securityholder will not receive any further Loyalty Options for
the Stapled Securities bought after the Loyalty Option Record Date; and
iii) sells 400,000 Stapled Securities and then buys 300,000 Stapled Securities, with both
transactions occurring before the Vesting Date, then 150,000 Loyalty Options will vest.
The terms of the issue of the Loyalty Options are:
(1) Issue price
The Loyalty Options will be issued for no consideration.
(2) Entitlement to be issued Stapled Securities and vesting
Upon vesting and subject to paragraph (6) below, each Loyalty Option entitles the holder
to be issued one Stapled Security for each Loyalty Option vested and exercised.
The number of Loyalty Options to vest will be the lesser of:
(a) the number of Loyalty Options held on the Vesting Date; and
(b) the number of Stapled Securities held on the Vesting Date divided by 2,
where the Vesting Date is the date 4 months after the Stapled Securities are admitted for
quotation on ASX.
Loyalty Options which do not vest on the Vesting Date will immediately lapse.
(3) Exercise Price
The exercise price of the Loyalty Options is 25 cents each.
(4) Expiry Date
The expiry date of the Loyalty Options is 31 March 2016 (Expiry Date).
The Loyalty Options may be exercised at any time after vesting and prior to the Expiry
Date, in whole or in part, upon payment of the exercise price per Loyalty Option.
(5) Transferable
The Loyalty Options will not be quoted and are not transferable.
(6) Exercise
The Group will provide to each Loyalty Option holder a notice that is to be completed
when exercising the Loyalty Options (Notice of Exercise). Loyalty Options may be
exercised by the Loyalty Option holder in whole or in part by completing the Notice of
Exercise and forwarding the same to the Secretary of the Group to be received prior to
the Expiry Date. The Notice of Exercise must state the number of Loyalty Options
exercised, the consequent number of Stapled Securities to be allotted and the identity of
For personal use onlythe proposed allottee. The Notice of Exercise by an Loyalty Option holder must be
accompanied by payment in full for the relevant number of Stapled Securities being
subscribed, being an amount of the exercise price per Stapled Securities.
A template of the Notice of Exercise will be made available on the Group’s website on or
about the Vesting Date
(7) Ranking of Stapled Securities
All Stapled Securities issued upon the exercise of the Loyalty Options will rank equally in
all respects with the Group’s then issued Stapled Securities. The Group will apply to the
ASX for quotation of all Stapled Securities issued upon exercise of Loyalty Options.
(8) Participating rights
There are no participating rights or entitlements inherent in the Loyalty Options and the
holders will not be entitled to participate in new issues or pro-rata issues of capital to
Stapled Security holders during the term of the Loyalty Options. Thereby, the Loyalty
Option holder has no rights to a change in the exercise price of the Loyalty Option or a
change to the number of underlying securities over which the Loyalty Option can be
exercised except in the event of a bonus issue. The Group will ensure, for the purposes
of determining entitlements to any issue, that Loyalty Option holder will be notified of a
proposed issue after the issue is announced. This will give Loyalty Option holders the
opportunity to exercise their Loyalty Options prior to the date for determining
entitlements to participate in such issues.
(9) Bonus issue
If from time to time on or prior to the Expiry Date the Group makes a bonus issue of
securities to holders of Stapled Securities in the Group (Bonus Issue), then upon
exercise of his or her Loyalty Options a holder will be entitled to have issued to him or
her (in addition to the Stapled Securities which he or she is otherwise entitled to have
issued to him or her upon such exercise) the number of securities which would have
been issued to him or her under that Bonus Issue if the Loyalty Options had been
exercised before the record date for the Bonus Issue.
(10) Reconstructions
In the event of any reconstruction (including consolidation, subdivisions, reduction or
return) of the authorised or issued capital of the Group, all rights of the Loyalty Option
holder shall be reconstructed (as appropriate) in accordance with the ASX Listing Rules.
Yours faithfully
Australian Dairy Farms Group
Jerome Jones
Company Secretary and Chief Financial Officer
For personal use only
伐木工
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