Appendix 3B

New issue announcement




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

ORBITAL CORPORATION LIMITED


ABN

32 009 344 058


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 Fully Paid

 

 

 

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

146,039

 

 

 

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)

Pari pasu with existing shares.









+ See chapter 19 for defined terms.


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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

Yes, shares will rank equally with existing ordinary shares from the date of allotment.

 

 

 

5

Issue price or consideration

$nil per share.

 

 

 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)






Issue of shares in accordance with the terms of the Employee Share Plan to 59 eligible employees.

 

 

 

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

Yes

 

 

 

6b

The date the security holder resolution under rule 7.1A was passed

21 October 2014

 

 

 

6c

Number of +securities issued without security holder approval under rule 7.1

146,039

 

 

 

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil

 

 

 

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

 

 

 

6f

Number of +securities issued under an exception in rule 7.2

Nil

 

 

 

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.

25 November 2014

 

 

 

 

 

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)



44,927,334

Ordinary Fully Paid






+ See chapter 19 for defined terms.


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Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)



2,700,000

Performance Share Rights subject to various performance conditions to be satisfied prior to the expiry dates which range from 22 April 2016 to 22 October 2017.

 

 

 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable



Part 2 - Pro rata issue


11

Is security holder approval required?

Not Applicable

 

 

 

12

Is the issue renounceable or non-renounceable?

Not Applicable

 

 

 

13

Ratio in which the +securities will be offered

Not Applicable

 

 

 

14

+Class of +securities to which the offer relates

Not Applicable

 

 

 

15

+Record date to determine entitlements

Not Applicable

 

 

 

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not Applicable

 

 

 

17

Policy for deciding entitlements in relation to fractions

Not Applicable

 

 

 

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.

Not Applicable

 

 

 

19

Closing date for receipt of acceptances or renunciations

Not Applicable











+ See chapter 19 for defined terms.


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20

Names of any underwriters


Not Applicable

 

 

 

21

Amount of any underwriting fee or commission

Not Applicable

 

 

 

22

Names of any brokers to the issue


Not Applicable

 

 

 

23

Fee or commission payable to the broker to the issue

Not Applicable

 

 

 

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not Applicable

 

 

 

25

If the issue is contingent on security holders’ approval, the date of the meeting

Not Applicable

 

 

 

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not Applicable

 

 

 

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

Not Applicable

 

 

 

28

Date rights trading will begin (if applicable)

Not Applicable

 

 

 

29

Date rights trading will end (if applicable)


Not Applicable

 

 

 

30

How do security holders sell their entitlements in full through a broker?

Not Applicable

 

 

 

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not Applicable

 

 

 




+ See chapter 19 for defined terms.


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New issue announcement





32

How do security holders dispose of their entitlements (except by sale through a broker)?

Not Applicable

 

 

 

33

+Issue date


Not Applicable



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)

+Securities described in Part 1

 

 

 


(b)

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

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

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

A copy of any trust deed for the additional +securities




+ See chapter 19 for defined terms.


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Entities that have ticked box 34(b)


38

Number of +securities for which +quotation is sought

Not Applicable

 

 

 

39

+Class of +securities for which quotation is sought

Not Applicable

 

 

 

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:

*

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

Not Applicable

 

 

 

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)

Not Applicable

 

 

 

 

 

Number

+Class

42

Number and +class of all +securities quoted on ASX (including the +securities in clause 38)



Not Applicable

Not Applicable





+ See chapter 19 for defined terms.


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Appendix 3B

New issue announcement






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.


·

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.


·

There is no reason why those +securities should not be granted +quotation.


·

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


·

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.


·

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: 25 November 2014

Company Secretary


Print name:

Ian Veitch


== == == == ==





+ See chapter 19 for defined terms.


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Appendix 3B Page 7


Appendix 3B

New issue announcement




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



Not Applicable




+ See chapter 19 for defined terms.


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