BILLABONG INTERNATIONAL LIMITED +Rule 3.20.4, 7.18-7.24A, 15.3, Appendix 7A paragraphs 8 & 9.
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.
Please note that two or more corporate actions on the same +security may not run with different record dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run different corporate actions with the same record date except in the case of reorganisations - consolidations/splits which cannot run at the same time as any other corporate action for that entity.
If you are an entity incorporated outside Australia, for +securities other than CDIs / depository interests, please obtain and provide an International Securities Identification Number (ISIN) for the class(es) of +securities to be created during your corporate action. The ISIN(s) should be advised in the Further Information section of this form. Further information on this requirement can be found in the Online Forms section of ASX Online for companies.
*Denotes minimum information required for first lodgement of this form.
**Denotes information that must be provided on or before +business day 0 of the relevant Appendix 6A or Appendix 7A timetable.
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 No. | Question | Answer |
1.1 | *Name of entity | Billabong International Limited |
1.2 | *Registration type and number One of ABN/ARSN/ARBN/ACN or other registration type and number (if 'other' please specify what type of registration number has been provided). | ACN 084 923 946 |
1.3 | *ASX issuer code | BBG |
1.4 | *The announcement is Tick whichever is applicable. | X New announcement Update/amendment to previous announcement Cancellation of previous announcement |
1.4a | *Reason for update Mandatory only if 'Update' ticked in Q1.4 above. A reason must be provided for an update. | |
1.4b | *Date of previous announcement to this update Mandatory only if 'Update' ticked in Q1.4 above. | |
1.4c | *Reason for cancellation Mandatory only if 'Cancellation' ticked in Q1.4 above. |
1.4d | *Date of previous announcement to this cancellation Mandatory only if 'Cancellation' ticked in Q1.4 above. | |
1.5 | *Date of this announcement The date of lodgement of the form by the entity via ASX Online. | 16 October 2015 |
1.6 | *Applicable ASX +security code(s) and description(s) for reorganisation Please confirm the entity's +securities (quoted and unquoted) which will be affected by the reorganisation. Please note Listing Rule 7.21 in respect of +convertible +securities, Listing Rules 7.22.1 and 7.22.2 in respect of options and Listing Rule 7.24 in respect of partly paid +securities. | ASX +security code: BBG for shares BBGAI, BBGAO, BBGAQ and BBGAS for unquoted options. +Security description: BBG - Fully paid ordinary shares BBGAI - Unquoted options (expiring 31 October 2015 and exercisable at $11.08) BBGAO - Unquoted options (expiring 16 July 2020 and exercisable at $0.50) BBGAQ - Unquoted options (expiring 3 December 2020 and exercisable at $0.50) BBGAS - Unquoted options (expiring 31 January 2024 and exercisable at $0.60) |
Part 2 - Approvals
Question No. | Question | Answer | ||
2.1 | *Are any of the below approvals required for the reorganisation before business day 0 of the timetable? • +Security holder approval
If any of the above approvals apply to the reorganisation before business day 0 of the timetable, please answer 'yes' and provide details at Q2.2. If 'no' go to Part 3. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the +securities. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should use Part 6 'Further information'. | Y / N Y N N N N N | ||
2.2 | Approvals Select appropriate approval from drop down box as applicable. More than one approval can be selected. This question refers only to events which take place before business day 0 of the timetable. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the +securities. The 'Date for determination' is the date that you expect to know if the approval is given for example the date of the +security holder meeting in the case of +security holder approval or the date of the court hearing in the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should use Part 6 'Further information'. | |||
*Approval/condition | *Date for determination | *Is the date estimated or actual? | **Approval received/condition met? Only answer this question when you know the outcome of the approval - please advise on or before +business day 0 of the relevant Appendix 6A or Appendix 7A timetable. | Comments |
+Security holder approval | 24 November 2015 | Estimated OR X Actual | Yes No | |
Court approval | Not applicable | Estimated OR Actual | Yes No | |
Lodgement of court order with +ASIC | Not applicable | Estimated OR Actual | Yes No |
ACCC approval | Not applicable | Estimated OR Actual | Yes No |
FIRB approval | Not applicable | Estimated OR Actual | Yes No |
Other (please specify in comment section) | Not applicable | Estimated OR Actual | Yes No |
Amended 29/06/15
Part 3 - reorganisation timetable and details
Question No. | Question | Answer |
3.1 | *+Record date COURT APPROVAL: This is three +business days after the entity lodges the court order with ASIC and tells ASX - +business day 3 in the timetable. This is the date on which the register is closed to determine the register for the consolidation or split of +securities. NO COURT APPROVAL: This is four +business days after the +security holder meeting - +business day 4 in the timetable. This is the date on which the register is closed to determine the register for the consolidation or split of +securities. ALL: The +record date must be at least five +business days from the current date. Please note that the +record date and effective date cannot be changed (even to postpone it or cancel it) any later than 12 noon Sydney time on the day before the previous effective date advised. | 30 November 2015 |
3.2 | Date of +security holder meeting Same date as provided in Q2.2. | 24 November 2015 |
3.3 | Last day for trading in pre- reorganised +securities COURT APPROVAL: This is the +business day the entity lodges the court order with ASIC and tells ASX - +business day 0 in the timetable. NO COURT APPROVAL: This is the +business day after +security holders approve the reorganisation - +business day 1 in the timetable. ALL: Please note that the last day of trading cannot be changed (even to postpone it) any later than 12 noon Sydney time on the day before the previous effective date advised. | 25 November 2015 |
3.4 | *Effective date Trading in the re-organised +securities 'ex-reorganisation' commences on a deferred settlement basis. If the +entity's +securities are suspended from trading during this period there will be no +deferred settlement trading however ASX still captures this date. COURT APPROVAL: This is the +business day after the entity lodges the court order with ASIC and tells ASX - +business day 1 in the timetable. NO COURT APPROVAL: This is the second +business day after +security holders approve the reorganisation - +business day 2 in the timetable. | 26 November 2015 |
ALL: Please note that the +record date and effective date cannot be changed (even to postpone it or cancel it) any later than 12 noon Sydney time on the day before the previous effective date advised. | ||
3.5 | +Record date Same as Q3.1 above. | 30 November 2015 |
3.6 | First day for entity to send notices to +security holders of the change in the number of +securities they hold. First day for entity to register +securities on a post reorganised basis COURT APPROVAL: This is the day after the +record date - +business day 4 in the timetable. NO COURT APPROVAL: This is the day after the +record date - +business day 5 in the timetable. | 1 December 2015 |
3.7 | *+Issue date. +Deferred settlement market ends. Last day for entity to send notices to +security holder of the change in the number of +securities they hold. Last day for +entity to register +securities on a post-reorganised basis COURT APPROVAL: This is five +business days after the +record date - +business day 8 in the timetable. NO COURT APPROVAL: This is five +business days after the +record date - +business day 9 in the timetable. ALL: Please note that the +issue date cannot be changed (even to postpone it) any later than 12 noon AEST on the previous +issue date advised. | 7 December 2015 |
3.8 | Trading starts on a normal T+3 basis COURT APPROVAL: This is six +business days after the +record date and the +business day after +issue date - +business day 9 in the timetable. NO COURT APPROVAL: This is six +business days after the +record date and the +business day after +issue date - +business day 10 in the timetable. | 8 December 2015 |
3.9 | First settlement of trades conducted on a deferred settlement basis and on a normal T+3 basis COURT APPROVAL: This is nine +business days after +record date and three +business days after T+3 trading starts - +business day 12 in the timetable. NO COURT APPROVAL: This is nine +business days after +record date and three +business days after T+3 trading starts - +business day 13 in the timetable. | 11 December 2015 |
Part 4 - reorganisation type and details
Question No. | Question | Answer |
4.1 | *The reorganisation is Please select one. If 'consolidation' please answer Q4.1a, if 'split' please answer Q4.1b. | X +Security consolidation +Security split |
4.1a | *Consolidation ratio Ratios may only be expressed as whole numbers. Fractional ratios will need to be multiplied up to a whole number (for example 1:1.5 should be expressed as 2:3). Where you consolidate five +securities into one +security, the answer above is 5.00 (pre-consolidation) +securities will be consolidated into 1.00 (post-consolidation) +security. To consolidate three +securities into two +securities, the answer above is 3.00 (pre-consolidation) +securities will be consolidated into 2.00 (post- consolidation) +securities. ALL: Please note that the ratio (multiplier or divisor) cannot be changed any later than 12 noon Sydney time on the day before the previous effective date advised. | the +securities will be consolidated on the basis that every _5 (pre-consolidation) +securities will be consolidated into _1 (post-consolidation) +security (/ies) |
4.1b | *Split ratio Ratios may only be expressed as whole numbers. Fractional ratios will need to be multiplied up to a whole number (for example 1:1.5 should be expressed as 2:3). Where you split each +security into five, the answer above is every 1.00 (pre-split) +security will be divided into 5.00 (post-split) +securities. To divide each two +securities into three +securities the answer is 2.00 (pre-split) +securities will be divided into 3.00 (post- split) +securities. ALL: Please note that the ratio (multiplier or divisor) cannot be changed any later than 12 noon Sydney time on the day before the previous effective date advised. | the +securities will be split on the basis that every (pre-split) +security (/ies) will be divided into (post-split) +securities. |
4.2 | *Scrip fraction rounding: Please select the appropriate description regarding how fractions will be handled. If you do not have a rounding policy please choose 'Fractions rounded down to the nearest whole number or fractions disregarded'. | X Fractions rounded up to the next whole number Fractions rounded down to the nearest whole number or fractions disregarded Fractions sold and proceeds distributed Fractions of 0.5 and over rounded up Fractions over 0.5 rounded up |
Part 5 - +Securities on issue before and after reorganisation
A change to the terms or price of +convertible securities should be advised in Part 6 - 'Further information'.
Question No. | Question | Answer | |||||
5.1 | *+Securities on issue before and after the reorganisation Please confirm the number of the entity's +securities on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of +convertible securities, Listing Rules 7.22.1, 7.22.2 in respect of options and Listing Rule 7.24 in respect of partly paid +securities. If an estimate is provided please provide the actual amounts as soon as reasonably practicable and no later than the +issue date. | ||||||
ASX +security code | ASX +security description | Quoted/ unquoted | Number on issue before reorganisation | Number on issue after reorganisation | Estimate/ Actual | ||
BBG | Fully paid ordinary shares | Quoted | 990,370,034 | 198,074,007 | Estimated | ||
BBGAI | Options (expiring 31 October 2015) | Unquoted | 314,503 | 62,901 | Estimated | ||
BBGAO | Options (expiring 16 July 2020) | Unquoted | 42,259,790 | 8,451,958 | Estimated | ||
BBGAQ | Options (expiring 3 December 2020) | Unquoted | 29,581,852 | 5,916,371 | Estimated | ||
BBGAS | Options (expiring 31 January 2024) | Unquoted | 1,200,000 | 240,000 | Estimated | ||
5.2 | *Exercise price of options Please confirm the exercise price of options on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of +convertible securities, and Listing Rules 7.22.1, 7.22.2 in respect of options. | ||||||
ASX +security code | ASX +security description | Quoted/ unquoted | Currency | Exercise price before reorganisation | Exercise price after reorganisation | ||
BBGAI | Options (expiring 31 October 2015) | Unquoted | AUD | $11.08 | $55.40 | ||
BBGAO | Options (expiring 16 July 2020) | Unquoted | AUD | $0.50 | $2.50 | ||
BBGAQ | Options (expiring 3 December 2020) | Unquoted | AUD | $0.50 | $2.50 | ||
BBGAS | Options (expiring 31 January 2024) | Unquoted | AUD | $0.60 | $3.00 | ||
5.3 | *Partly paid +securities affected by the reorganisation Please confirm the effect of the reorganisation on 'paid to' and 'unpaid' amounts for partly paid +securities on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of +convertible securities and Listing Rule 7.24 in respect of partly paid +securities. If there is more than one +security please include the additional +securities. | ||||||
ASX +security code | ASX +security description | Quoted/ unquoted | Currency | Paid up amount before re- organisation | Paid up amount after re- organisation | Unpaid amount before re- organisation | Unpaid amount after re- organisation |
Part 6 - Further Information
Question No. | Question | Answer |
6.1 | Further information relating to the reorganisation Please provide any further information relating to this reorganisation. | Under the terms of the relevant plans or grants, all employee and executive incentive rights, executive performance shares and shares held pursuant to the Exempt Employee Share Plan (which are ordinary shares currently on issue) will be consolidated on the same basis. |
Introduced 22/09/14
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distributed by
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