EX-99.1 2 d298434dex991.htm APPENDIX 3B Appendix 3B

Exhibit 99.1

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

James Hardie Industries SE

ARBN

097 829 895 Incorporated in Ireland. The liability of members is limited.

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 shares/CUFS
2    Number of +securities issued or to be issued (if known) or maximum number which may be issued    24,978 ordinary shares/CUFS
3    Principal terms of the +securities (eg, 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)    24,978 ordinary shares/CUFS issued on exercise of options

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

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4    Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?    Yes, rank equally with issued ordinary shares/CUFS
   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

     
5    Issue price or consideration    Allotment of ordinary shares/CUFS on exercise of options:
      24,978 at $6.38   
6    Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)    Exercise of options
7    Dates of entering +securities into uncertificated holdings or despatch of certificates    17 January 2012
         

Number

  

+Class

8    Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)    435,746,077    Ordinary shares/ CUFS

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

  Appendix 3B – Page 2


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Number

  

+Class

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

10,523,569

3,687,492

  

Options

Restricted Stock Units

      No Stock Options have been cancelled.   
      8,536 Restricted Stock Units have also been cancelled.   
10    Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)    Rank for dividends equally with issued ordinary shares/CUFS
Part 2 - Bonus issue or 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   

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

  Appendix 3B – Page 3


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18    Names of countries in which the entity has +security holders who will not be sent new issue documents    Not applicable   
   Note: Security holders must be told how their entitlements are to be dealt with.      
   Cross reference: rule 7.7.      
19    Closing date for receipt of acceptances or renunciations    Not applicable   
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 prospectus or Product Disclosure Statement 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   

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

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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   
32    How do +security holders dispose of their entitlements (except by sale through a broker)?    Not applicable   
33    +Despatch 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)   x    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

 

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

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37   ¨    A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

 

38    Number of securities for which +quotation is sought   
39    Class of +securities for which quotation is sought   
40    Do the +securities rank equally in all respects from the date of allotment 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

     
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)      
          

Number

  

+Class

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

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

  Appendix 3B – Page 6


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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 not available now, 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:   /s/ Marcin Firek     Date: 17 January 2012
  Company secretary    
Print name:   Marcin Firek    

 

 

James Hardie Industries SE

 

+  See chapter 19 for defined terms

  Appendix 3B – Page 7