Boart Longyear: Appendix 3B - Issue of Shares on Completion
September 31, 2017 at 08:38 pm EDT
Share
Appendix 3B
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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.
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
Fully paid ordinary shares (Ordinary Shares)
Class A 7% warrants (Class A 7% Warrants) Class B 7% warrants (Class B 7% Warrants)
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
A total of 23,644,147,798 Ordinary Shares, comprising:
9,840,265,064 Ordinary Shares pursuant to the creditors' scheme of arrangement in respect of the 7% unsecured notes under Part 5.1 of the Corporations Act 2001 (Cth) (Unsecured Creditors' Scheme);
434,001,968 Ordinary Shares pursuant to the conversion of the convertible preference shares issued by Boart Longyear, having the terms described in schedule 1 of the Notice of Meeting and Explanatory Statement dated 18 November 2014;
12,385,854,284 Ordinary Shares pursuant to the subscription deed dated 8 May 2017 between BLY and CCP II Dutch Acquisition - ND2, B.V and CCP Credit SC II Dutch Acquisition - ND, B.V, as amended; and
984,026,482 Ordinary Shares pursuant to the creditors' scheme of arrangement in respect of the 10% secured senior notes and term loans A and B under Part 5.1 of the Corporations Act 2001 (Cth).
1,294,771,708 Class A 7% Warrants and
663,985,484 Class B 7% Warrants were issued pursuant the Unsecured Creditors' Scheme.
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)
The Ordinary Shares are on the same terms as existing fully paid ordinary shares in Boart Longyear.
Prior to any re-domiciliation, the 7% Warrants entitle the holder to subscribe for one fully paid ordinary share in Boart Longyear at an exercise price of US$0.006 per Class A 7% Warrant and US$0.010 per Class B 7% Warrant.
The 7% Warrants are exercisable by the holder at any time from 1 September 2017 to 1 September 2024.
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:
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
The Ordinary Shares will rank equally with Boart Longyear's existing fully paid ordinary shares.
The Class A and B 7% Warrants do not carry any rights to dividends or other distributions of Boart Longyear. Shares issued on exercise of the Class A and B 7% Warrants will rank equally with all other Shares on issue.
5
Issue price or consideration
Nil cash consideration.
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
The Ordinary Shares and Class A and B 7% Warrants were issued as part of Boart Longyear's previously announced recapitalisation.
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
Not applicable.
6b
The date the security holder resolution under rule 7.1A was passed
Not applicable.
6c
Number of +securities issued without security holder approval under rule 7.1
Not applicable.
6d
Number of +securities issued with security holder approval under rule 7.1A
Not applicable.
6e
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
Not applicable.
6f
Number of +securities issued under an exception in rule 7.2
Not applicable.
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.
Not applicable.
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
Not applicable.
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
Not applicable.
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.
1 September 2017
Number
+Class
8
Number and +class of all
+securities quoted on ASX (including the +securities in section 2 if applicable)
24,600,662,658
Fully paid ordinary shares
Boart Longyear Limited published this content on 01 September 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 September 2017 00:37:01 UTC.
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Boart Longyear Group Ltd. is a provider of drilling services, drilling equipment, and performance tooling for mining and drilling companies. It also has a presence in aftermarket parts and service, energy, mine de-watering, oil sands exploration, production drilling, and down-hole instrumentation. It operates in two segments: Global Drilling Services and Global Products, which includes the Veracio business. The Global Drilling Services segment provides a broad range of drilling services to companies in mining, energy and other industries. Its Global Drilling Services division operates for a diverse mining customers base spanning a range of commodities, including copper, gold, nickel, zinc, uranium, and other metals and minerals. The Global Products segment, which includes Veracio, manufactures and sells drilling equipment and performance tooling to customers in the drilling services and mining industries. Its water services include dewatering, water supply drilling, and pump services.