For personal use only
7 February 2022
VESTING OF PERFORMANCE RIGHTS AND DEFERRED RIGHTS AND EXPIRY OF OPTIONS
Class Limited (Class or the Company) refers to its announcement today that the scheme of arrangement under which HUB24 Limited (HUB24) is to acquire 100% of the issued capital in Class (Scheme) is now legally effective as of today (the Effective Date).
1. Performance Rights
As contemplated by the Scheme Booklet, 1,701,385 performance rights granted pursuant to the Performance Rights and Deferred Rights Plan (Incentive Plan) have converted into ordinary shares in Class and vested on the Effective Date.
Of those 1,701,385 ordinary shares, 566,667 will be cash-settled (so that the recipient will receive a cash payment in lieu of the ordinary share in Class), 67,147 will be transferred to the recipient from existing Class treasury shares, and the remaining 1,067,571 are to be issued as per the attached Appendix 2A.
Key management personnel included in this issuance are stated below:
Name of KMP | Number of Class ordinary shares issued |
Andrew John Russell | 459,982 |
2. Deferred Rights
As contemplated by the Scheme Booklet, 278,116 deferred share rights granted pursuant to the Incentive Plan have converted into ordinary shares in Class and vested on the Effective Date.
Of those 278,116 ordinary shares, all are to be issued as per the attached Appendix 2A. Key management personnel included in this issuance are stated below:
Name of KMP | Number of Class ordinary shares issued |
Andrew John Russell | 81,614 |
3. Options
The following unlisted options will expire at the end of today:
Number of unlisted options | Exercise price | Cancellation/Expiry |
844,663 | $3.99 | 7 February 2022 (end of day) |
Refer to Section 10.3 of the Scheme Booklet dated 15 December 2021 for further information. This announcement has been authorised by the Class Board.
ENDS
Enquiries
For further information please contact:
Jasmin Chew
Company Secretary
Email investor@class.com.au
For personal use only
This appendix is available as an online form | |
Only use this form if the online version is not available | +Rule 2.8, 3.10.3A to 3.10.3D |
Appendix 2A
Application for quotation of +securities
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.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non- Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 - Entity and announcement details
Question | Question | Answer | |
no | |||
1.1 | *Name of entity | Class Limited | |
We (the entity here named) apply for | |||
+quotation of the following +securities and | |||
agree to the matters set out in | |||
Appendix 2A of the ASX Listing Rules.1 | |||
1.2 | *Registration type and number | ACN 116 802 058 | |
Please supply your ABN, ARSN, ARBN, ACN or | |||
another registration type and number (if you supply | |||
another registration type, please specify both the type | |||
of registration and the registration number). | |||
1.3 | *ASX issuer code | CL1 | |
1.4 | *This announcement is | ☒ A new announcement | |
Tick whichever is applicable. | ☐ An update/amendment to a previous | ||
announcement | |||
☐ A cancellation of a previous | |||
announcement | |||
1.4a | *Reason for update | N/A | |
Answer this question if your response to Q 1.4 is an | |||
update/amendment to previous announcement. | |||
1.4b | *Date of previous announcement to this | N/A | |
update | |||
Answer this question if your response to Q 1.4 is an | |||
update/amendment to previous announcement. | |||
1.4c | *Reason for cancellation | N/A | |
Answer this question if your response to Q 1.4 is | "A | ||
cancellation of a previous announcement" |
1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity's capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-saleof securities and other financial products and consult your legal adviser.
+ See chapter 19 for defined terms | Page 1 |
5 June 2021 |
For personal use only
This appendix is available as an online form | Appendix 2A | |||
Application for quotation of +securities | ||||
1.4d | *Date of previous announcement to this | N/A | ||
cancellation | ||||
Answer this question if your response to Q 1.4 is "A | ||||
cancellation of a previous announcement" | ||||
1.5 | *Date of this announcement | 7 February 2022 | ||
Part 2 - Type of issue |
Question | Question | Answer |
No. | ||
2.1 | *The +securities to be quoted are: | ☒ +Securities issued as part of a |
Select whichever item is applicable. | transaction or transactions previously | |
If you wish to apply for quotation of different types of | announced to the market in an | |
issues of securities, please complete a separate | Appendix 3B | |
Appendix 2A for each type of issue. | ☐ +Securities issued under a +dividend or | |
distribution plan | ||
☐ +Securities issued, transferred or re- | ||
classified as a result of options being | ||
exercised or other +convertible | ||
securities being converted | ||
☐ Unquoted partly paid +securities that | ||
have been fully paid up and are now to | ||
become quoted fully paid +securities | ||
Note: there is no need to apply for quotation of | ||
the fully paid securities if the partly paid securities | ||
were already quoted | ||
☐ +Restricted securities where the escrow | ||
period has expired or is about to expire | ||
☐ +Securities previously issued under an | ||
+employee incentive scheme where the | ||
restrictions on transfer have ceased or | ||
are about to cease | ||
☒ +Securities issued under an +employee | ||
incentive scheme that are not subject to | ||
a restriction on transfer or that are to be | ||
quoted notwithstanding there is a | ||
restriction on transfer | ||
☐ Other [please specify] | ||
If you have selected 'other' please explain the | ||
circumstances of the issue here: | ||
2.1a | *Have the +securities to be quoted been | Yes |
issued yet? | ||
2.1a.1 | *What was their date of issue? | 7 February 2022 |
Answer this question if your response to Q2.1a is | ||
"Yes". | ||
2.1a.2 | *What is their proposed date of issue? | N/A |
Answer this question if your response to Q2.1a is "No". | ||
2.2a.1 | *Date of Appendix 3B notifying the market | 4 November 2019 |
of the proposed issue of +securities for | ||
which quotation is now being sought | 23 October 2019 | |
Answer this question if your response to Q2.1 is | ||
"Securities issued as part of a transaction or | ||
transactions previously announced to the market in an | ||
Appendix 3B" | ||
+ See chapter 19 for defined terms | Page 2 |
5 June 2021 |
This appendix is available as an online form | Appendix 2A | ||||
Application for quotation of +securities | |||||
2.2a.2 | *Are there any further issues of +securities | No | |||
yet to take place to complete the | |||||
transaction(s) referred to in the | |||||
only | Appendix 3B? | ||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued as part of a transaction or | |||||
transactions previously announced to the market in an | |||||
Appendix 3B". | |||||
2.2a.2.1 | *Please provide details of the further issues | N/A | |||
of +securities yet to take place to complete | |||||
the transaction(s) referred to in the | |||||
Appendix 3B | |||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued as part of a transaction or | |||||
use | transactions previously announced to the market in an | ||||
Appendix 3B" and your response to Q2.2a.2 is "Yes". | |||||
Please provide details of the proposed dates and | |||||
number of securities for the further issues. This may | |||||
be the case, for example, if the Appendix 3B related to | |||||
an accelerated pro rata offer with an institutional | |||||
component being quoted on one date and a retail | |||||
component being quoted on a later date. | |||||
2.2b.1 | Date of Appendix 3A.1 lodged with ASX in | N/A | |||
relation to the underlying +dividend or | |||||
personal | distribution | ||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued under a dividend or distribution | |||||
plan". | |||||
2.2c.1 | Please state the number and type of | N/A | |||
options that were exercised or other | |||||
+convertible securities that were converted | |||||
(including their ASX security code) | |||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued, transferred or re-classified as a | |||||
result of options being exercised or other convertible | |||||
securities being converted". | |||||
2.2c.2 | And the date the options were exercised or | N/A | |||
other +convertible securities were | |||||
converted | |||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued, transferred or re-classified as a | |||||
result of options being exercised or other convertible | |||||
securities being converted". | |||||
Note: If this occurred over a range of dates, enter the | |||||
For | first date and last date of the period in which the | ||||
options were exercised or convertible securities were | |||||
converted. | |||||
2.2c.3 | Is this all of the options or other | N/A | |||
+convertible securities on issue of that type | |||||
(ie have all of those options now been | |||||
exercised or have all of those convertible | |||||
securities now been converted)? | |||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued, transferred or re-classified as a | |||||
result of options being exercised or other convertible | |||||
securities being converted". | |||||
2.2c.4 | The right of the holder of the options or | N/A | |||
other +convertible securities to receive the | |||||
+underlying securities is being satisfied by: | |||||
Answer this question if your response to Q2.1 is | |||||
"Securities issued, transferred or re-classified as a | |||||
result of options being exercised or other convertible | |||||
securities being converted". | |||||
+ See chapter 19 for defined terms | Page 3 |
5 June 2021 |
This appendix is available as an online form | Appendix 2A | ||||||||
Application for quotation of +securities | |||||||||
2.2c.5 | The underlying securities being received by | N/A | |||||||
the holder are: | |||||||||
Answer this question if your response to Q2.1 is | |||||||||
only | "Securities issued, transferred or re-classified as a | ||||||||
result of options being exercised or other convertible | |||||||||
securities being converted". | |||||||||
2.2c.6 | Were the options being exercised or other | N/A | |||||||
+convertible securities being converted | |||||||||
issued under an +employee incentive | |||||||||
scheme? | |||||||||
Answer this question if your response to Q2.1 is | |||||||||
"Securities issued, transferred or re-classified as a result | |||||||||
of options being exercised or other convertible securities | |||||||||
being converted". | |||||||||
use | |||||||||
2.2c.7 | *Are any of the options being exercised or | N/A | |||||||
other +convertible securities being | |||||||||
converted held by +key management | |||||||||
personnel (KMP) or an +associate? | |||||||||
Answer this question if your response to Q2.1 is | |||||||||
"Securities issued, transferred or re-classified as a result | |||||||||
of options being exercised or other convertible securities | |||||||||
being converted" and your response to Q2.2c.6 is "Yes". | |||||||||
personal | 2.2c.7.a | *Provide details of the KMP or +associates who are exercising options or converting | |||||||
convertible securities. | |||||||||
Answer this question if your response to Q2.1 is "Securities issued, transferred or re-classified as a result of | |||||||||
options being exercised or other convertible securities being converted", your response to Q2.2c.6 is "Yes" and | |||||||||
your response to Q2.2c.7 is "Yes". Repeat the detail in the table below for each KMP involved. If the options or | |||||||||
other convertible securities are held by the KMP, repeat the name of the KMP or insert "Same" in "Name of | |||||||||
registered holder". If the options or other convertible securities are held by an associate of a KMP, insert the | |||||||||
name of the associate in "Name of registered holder". | |||||||||
Name of KMP | Name of registered holder | Number of options | |||||||
[200 characters] | [200 characters] | being exercised or | |||||||
other +convertible | |||||||||
securities being | |||||||||
converted | |||||||||
[16 characters] | |||||||||
N/A | N/A | N/A | |||||||
2.2d.1 | Please state the number and type of | N/A | |||||||
unquoted partly paid +securities (including | |||||||||
their ASX security code) that have been | |||||||||
fully paid up and that are now to become | |||||||||
For | quoted on ASX | ||||||||
Answer this question if your response to Q2.1 is "Partly | |||||||||
paid securities that have been fully paid up and are | |||||||||
now to become quoted fully paid securities". | |||||||||
2.2d.2 | And the date the +securities were fully paid | N/A | |||||||
up | |||||||||
Answer this question if your response to Q2.1 is "Partly | |||||||||
paid securities that have been fully paid up and are | |||||||||
now to become quoted fully paid securities". | |||||||||
Note: If this occurred over a range of dates, enter the | |||||||||
date the last of the securities was fully paid up. | |||||||||
2.2d.3 | Is this all of the partly paid +securities on | N/A | |||||||
issue of that type (ie have all of those partly | |||||||||
paid securities now been fully paid up)? | |||||||||
Answer this question if your response to Q2.1 is | |||||||||
"Unquoted partly paid securities that have been fully | |||||||||
paid up and are now to become quoted fully paid | |||||||||
securities". | |||||||||
+ See chapter 19 for defined terms | Page 4 |
5 June 2021 |
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Class Limited published this content on 07 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 February 2022 00:27:05 UTC.