17 January 2018
The Manager
ASX Market Announcements Australian Securities Exchange Limited Melbourne VIC 3000
By e-Lodgement
Dear Manager,
Employee share scheme buy-back
Contango Asset Management Limited (ASX: CGA) (Company) advises that it intends to implement an employee share scheme buy-back above the 10/12 limit in respect of a total of 5,912,695 ordinary shares (Shares) which were issued pursuant to the Company's Employee Loan Share Plan and Employee Share Incentive Plan (Plans).
The Shares are presently held by Plan participants who have ceased or will cease employment with the Company and its related bodies corporate (including those of former Managing Director and staff) as a result of the Company's planned relocation to Sydney and its strategic decision to focus on its core operations, as advised in the announcement dated 27 October 2017. The Company intends to exercise its rights to buy-back the Shares under the 'Good Leaver' provisions of the Plans. In accordance with the rules of the Plans, the buy-back will not require the outlay of cash consideration by the Company. If approved and all of the Shares are bought back, the percentage ownership interest of shareholders in the Company will increase (excluding those in respect of the Shares). By reducing the number of ordinary shares on issue, all other things being equal, the Company expects the buy-back to be earnings per share accretive for shareholders.
Shareholder approval is required to implement the employee share scheme buy-back. The Company will shortly provide its shareholders with a notice of meeting for this purpose.
The Company intends to implement the buy-back subject to, and within 6 months of the shareholder approval.
By order of the Board.
Hari Morfis
Company Secretary
Contango Asset Management Limited
ABN: 56 080 277 998
ASX: CGA
Phone: +61 3 9222 2333 Level 27, 35 Collins Street Melbourne VIC Australia 3000contango@contango.com.auwww.contango.com.au
Appendix 3C
Announcement of buy-back (except minimum holding buy-back)
Information and documents given to ASX become ASX's property and may be made public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10
Name of entity
Contango Asset Management LimitedABN/ARSN56 080 277 998
We (the entity) give ASX the following information.
Information about buy-back
Rule 3.8A
1 | Type of buy-back | Employee share scheme buy-back over 10/12 |
limit | ||
2 | +Class of shares/units which is | Ordinary Shares |
the subject of the buy-back (eg, | ||
ordinary/preference) | ||
3 | Voting rights (eg, one for one) | One for one |
4 | Fully paid/partly paid (and if | Fully paid |
partly paid, details of how much | ||
has been paid and how much is | ||
outstanding) | ||
5 | Number of shares/units in the | 47,821,056 shares |
+class on issue | ||
6 | Whether shareholder/unitholder | Shareholder approval is required. |
approval is required for buy-back | ||
7 | Reason for buy-back | Pursuant to the terms of the Company's |
Employee Loan Share Plan and Employee Share | ||
Incentive Plan (as approved by the | ||
shareholders on 25 August 2016). |
8
Any other information material to a shareholder's/unitholder's decision whether to accept the offer (eg, details of any proposed takeover bid)
On-market buy-back
9 Name of broker who will act on the company's behalf
10 Deleted 30/9/2001.
11 If the company/trust intends to buy back a maximum number of shares - that number
Note: This requires a figure to be included, not
a percentage.
12 If the company/trust intends to buy back shares/units within a period of time - that period of time; if the company/trust intends that the buy-back be of unlimited duration - that intention
13 If the company/trust intends to buy back shares/units if conditions are met - those conditions
NoneN/A
Employee share scheme buy-back
14
Number of shares proposed to be bought back
A total of 5,912,695 fully paid ordinary shares, comprising 4,543,351 shares issued under the Employee Loan Share Plan and 1,369,344 shares issued under the Employee Share Incentive Plan.
15
Price to be offered for shares
Selective buy-back
16 Name of person or description of class of person whose shares are proposed to be bought back
17 Number of shares proposed to be bought back
18 Price to be offered for shares
Equal access scheme
19 Percentage of shares proposed to be bought back
The consideration will be the novation to and assumption by the Company of the obligations of the relevant borrower/former employee to repay the relevant outstanding loan amount (including interest) as at the date of transfer in respect of the shares acquired under the respective Employee Loan Share Plan and Employee Share Incentive Plan.
No cash consideration is payable by the Company.
N/A
N/A
20 Total number of shares proposed to be bought back if all offers are accepted
21 Price to be offered for shares
22 +Record date for participation in offer
Cross reference: Appendix 7A, clause 9.
Compliance statement
1.
The company is in compliance with all Corporations Act requirements relevant to this buy-back.
or, for trusts only:
1. The trust is in compliance with all requirements of the Corporations Act as modified by Class Order 07/422, and of the trust's constitution, relevant to this buy-back.
2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.
Sign here:Date: 17 January 2018 (Director/Company secretary)
Print name:Hari Morfis
Contango Asset Management Limited published this content on 17 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 17 January 2018 07:09:05 UTC.
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