For personal use only
This appendix is available as an online form | |
Only use this form if the online version is not available | +Rule 3.8A |
Appendix 3C
Notification of buy-back
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.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. 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 | Question | Answer | |
no | |||
1.1 | *Name of entity | JB Hi-Fi Limited | |
We (the entity named above) provide the following information | |||
about our buy-back | |||
1.2 | *Registration type and number | ABN 80 093 220 136 | |
Please supply your ABN, ARSN, ARBN, ACN or another | |||
registration type and number (if you supply another registration | |||
type, please specify both the type of registration and the | |||
registration number). | |||
1.3 | *ASX issuer code | JBH | |
1.4 | *The announcement is | ☒ New announcement | |
Select whichever is applicable. | ☐ Update/amendment to | ||
previous announcement | |||
☐ Cancellation of previous | |||
announcement | |||
☐ Daily buy-back notification | |||
Not applicable for selective buy-backs | |||
(complete Part 4) | |||
☐ Final buy-back notification | |||
(complete Part 5) | |||
1.4b | *Reason for update | N/A | |
Answer this question if your response to Q 1.4 is | |||
"Update/amendment to previous announcement". | |||
1.4c | *Date of initial notification of buy-back | N/A | |
Answer this question if your response to Q 1.4 is | |||
"Update/amendment to previous announcement" or "Cancellation | |||
of previous announcement". | |||
1.4d | *Date of previous announcement to this update | N/A | |
Answer this question if your response to Q 1.4 is | |||
"Update/amendment to previous announcement". | |||
1.4e | *Reason for cancellation | N/A | |
Answer this question if your response to Q 1.4 is "Cancellation of | |||
previous announcement". | |||
1.4f | *Date of previous announcement to this cancellation | N/A | |
Answer this question if your response to Q 1.4 is "Cancellation of | |||
previous announcement". | |||
1.5 | *Date of this announcement | 14 February 2022 | |
1.6 | *Class of +securities the subject of the buy-back: | ASX Security Code: ORD | |
Note: only one type of buy-back for one class of security can be | Security Description: Ordinary | ||
advised in this notification. If a buy-back extends to more than one | |||
class of security, a separate notification is required for each class. | |||
+ See chapter 19 for defined terms | |||
5 June 2021 | Page 1 |
For personal use only
This appendix is available as an online form | Appendix 3C |
Notification of buy-back |
Part 2 -Type of buy-back
Questio | Question | Answer |
n No. | ||
2.1 | *The type of buy-back is | ☐ Employee share scheme buy- |
Note this form is not required for minimum holding buy-backs (i.e. | back | |
buy-backs of unmarketable parcels). The only notification required | ☐ On-marketbuy-back | |
to ASX for a minimum holding buy-back is the lodgement of an | ||
Appendix 3H within 5 business days of the completion of the | ☒ Equal access scheme buy- | |
minimum holding buy-back notifying ASX of the cancellation of the | back | |
securities bought back in accordance with listing rule 3.8A. | ||
☐ Selective buy-back | ||
☐ Other buy-back | ||
Select one item. | ||
Note: "Other buy-back" does not include | ||
a minimum holding buy-back. The | ||
section "Other buy-back" will generally | ||
only be applicable to an entity | ||
established outside Australia. | ||
2.2 | Please describe the type of buy-back | N/A |
Answer this question if your response to Q 2.1 is "Other buy-back". | ||
Part 3 -Buy-back details
Part 3A - Details of +securities, price and reason
3A.1 | *Total number of +securities on issue in the class of | 114,883,372 | |
+securities to be bought back | |||
3A.2 | *Total number of +securities proposed to be bought | N/A | |
back | |||
Answer this question if your response to Q 2.1 is "Employee share | |||
scheme buy-back, "Selective buy-back" or "Other buy-back". | |||
3A.3 | *Name of person or description of class of persons | N/A | |
whose +securities are proposed to be bought back | |||
Answer this question if your response to Q 2.1 is "Selective buy- | |||
back". | |||
3A.4 | *Does the entity intend to buy back a minimum | N/A | |
number of +securities | |||
Answer this question if your response to Q 2.1 is "On-market buy- | |||
back". | |||
3A.4a | *Minimum number of +securities intended to be | N/A | |
bought back. | |||
Answer this question if your response to Q 2.1 is "On-market buy- | |||
back" and your response to Q 3A.4 is "Yes". | |||
3A.5 | *Does the entity intend to buy back a maximum | N/A | |
number of securities? | |||
Answer this question if your response to Q 2.1 is "On-market buy- | |||
back" | |||
3A.5a | *Maximum number of +securities proposed to be | N/A | |
bought back | |||
Answer this question if your response to Q 2.1 is "On-market buy- | |||
back" and your response to Q 3A.5 is "Yes". | |||
3A.6 | *Name of broker or brokers who will offer to buy back | N/A | |
+securities on the entity's behalf | |||
Answer this question if your response to Q 2.1 is "On-market buy- | |||
back". | |||
+ See chapter 19 for defined terms | |||
5 June 2021 | Page 2 |
This appendix is available as an online form | Appendix 3C | |||
Notification of buy-back | ||||
3A.7 | *Percentage of +securities the entity will offer to buy | Approximately 5%, but with the | ||
back | right to vary up to 10%. | |||
Answer this question if your response to Q 2.1 is "Equal access | ||||
only | scheme buy-back". | |||
3A.8 | *Approximate total number of +securities that will be | Approximately 5,813,953 | ||
bought back if all buy-back offers are accepted | (subject to final Buy-Back Price | |||
(disregarding any rounding and restrictions on | and any variation in the Buy- | |||
foreign participation) | Back size). | |||
Answer this question if your response to Q 2.1 is "Equal access | ||||
scheme buy-back". | ||||
3A.9 | *Are the +securities being bought back for a cash | Yes | ||
consideration? | ||||
use | Note: if the securities are being bought back for nil cash | |||
consideration, answer this question "No". | ||||
3A.9a | *Is the price to be paid for +securities bought back | No | ||
known? | ||||
Answer this question if your response to Q 3A.9 is "Yes". | ||||
3A.9a(i) | *In what currency will the buy-back consideration be | Australian dollars | ||
paid? | ||||
Answer this question if your response to Q 3A.9 is "Yes". | Payment to shareholders with | |||
Note: all prices below are to be expressed in this currency. | ||||
nominated banking instructions | ||||
personal | ||||
for New Zealand financial | ||||
institutions will be paid in New | ||||
Zealand dollars converted at a | ||||
rate determined by JB Hi-Fi | ||||
Limited on or around the date | ||||
that JB Hi-Fi Limited announces | ||||
to the ASX the buy-back price, | ||||
the total number of shares to be | ||||
bought back and the details of | ||||
any scale back. | ||||
3A.9a(ii) | *Buy-back price per +security | N/A | ||
Answer this question if your response to Q 3A.9 is "Yes" and your | ||||
response to Q3A.9a is "Yes". | ||||
3A.9a(iii) | *Capital component of buy-back price per +security | N/A | ||
Answer this question if your response to Q 2.1 is "Equal access | ||||
scheme buy-back", your response to Q 3A.9 is "Yes" and your | ||||
response to Q3A.9a is "Yes". | ||||
3A.9a(iv) | *Dividend component of buy-back price per +security | N/A | ||
For | Answer this question if your response to Q 2.1 is "Equal access | |||
scheme buy-back", your response to Q 3A.9 is "Yes" and your | ||||
response to Q3A.9a is "Yes". | ||||
3A.9a(v) | *Indicative buy-back price per +security | Up to 14% discount to the | ||
Answer this question if your response to Q2.1 is anything other | market price. | |||
than "On-marketbuy-back", your response to Q 3A.9 is "Yes" and | ||||
your response to Q3A.9a is "No". | ||||
Please lodge an update to this form when the final buy-back price | ||||
is known. | ||||
3A.9b | *Please describe the consideration being provided to | N/A | ||
buy back the +securities | ||||
Answer this question if your response to Q3A.9 is "No". | ||||
3A.10 | *Do the buy-back terms allow for a scale-back? | Yes | ||
Answer this question if your response to Q 2.1 is "Equal access | ||||
scheme buy-back". | ||||
+ See chapter 19 for defined terms | ||||
5 June 2021 | Page 3 |
For personal use only
This appendix is available as an online form | Appendix 3C | ||
Notification of buy-back | |||
3A.10a | *Please summarise the scale-back terms | JB Hi-Fi will need to apply a | |
Answer this question if your response to Q 2.1 is "Equal access | scale back if the number of | ||
scheme buy-back" and your answer to Q 3A.10 is "Yes". | Shares tendered at Tender | ||
Discounts greater than or equal | |||
to the Buy-Back Discount and as | |||
Final Price Tenders exceeds the | |||
total number of Shares that JB | |||
Hi-Fi determines to buy back. | |||
The scale back will be | |||
undertaken on a pro-rata basis | |||
taking into account Small | |||
Holding Tenders and Priority | |||
Allocations. | |||
3A.11 | *What will be done with fractional entitlements? | ☐ Fractions rounded up to the | |
Answer this question if your response to Q 2.1 is "Equal access | next whole number | ||
scheme buy-back". | ☒ Fractions rounded down to | ||
the nearest whole number or | |||
fractions disregarded | |||
☐ Fractions of 0.5 or more | |||
rounded up | |||
☐ Fractions over 0.5 rounded | |||
up | |||
☐ Not applicable | |||
3A.12 | *Reason for buy-back | N/A | |
Answer this question if your response to Q 2.1 is "Other buy- | |||
back". | |||
3A.13 | Please provide a URL for where the buy-back offer | https://jbhifibuyback.com.au | |
document can be viewed online with offer | |||
acceptance codes | |||
Answer this question if your response to Q 2.1 is "Equal access | |||
scheme buy-back" | |||
Part 3B - Buy-back restrictions and conditions | |||
3B.1 | *Does the buy-back require security holder | No | |
approval? | |||
Disregard any security holder approval that has already been | |||
obtained. | |||
3B.1a | Type of security holder approval required | N/A | |
Answer this question if your response to Q 3B.1 is "Yes". | |||
3B.1b | *Anticipated date of security holder meeting to | N/A | |
approve the buy-back | |||
Answer this question if your response to Q 3B.1 is "Yes". | |||
3B.2 | *Are there any restrictions on foreign participation in | Yes | |
the buy-back | |||
Answer this question if your response to Q 2.1 is "Equal access | |||
scheme buy-back", "Selective buy-back" or "Other buy-back". | |||
+ See chapter 19 for defined terms | |
5 June 2021 | Page 4 |
For personal use only
This appendix is available as an online form | Appendix 3C | ||
Notification of buy-back | |||
3B.2a | *Please summarise the restrictions on foreign | Persons who are Excluded | |
participation | Foreign Shareholders are not | ||
Answer this question if your response to Q 2.1 is "Equal access | entitled to participate in the Buy- | ||
scheme buy-back", "Selective buy-back" or "Other buy-back" and | Back. | ||
your response to Q 3B.2 is "Yes". | An Excluded Foreign | ||
Shareholder is any person who | |||
resides outside of Australia and | |||
New Zealand and also includes | |||
any person who is (or who is | |||
acting for the account or benefit | |||
of a person who is) in the United | |||
States, a US Person or a | |||
resident of Canada (or any other | |||
jurisdiction outside of Australia | |||
and New Zealand). | |||
3B.2b | *For holdings in the name of a custodian or nominee, | Beneficial holder | |
will the foreign participation restrictions be applied to | |||
the address of the custodian or nominee or the | |||
address of the beneficial holder? | |||
Answer this question if your response to Q 2.1 is "Equal access | |||
scheme buy-back", "Selective buy-back" or "Other buy-back" and | |||
your response to Q 3B.2 is "Yes". | |||
3B.3 | *Are there any other conditions that need to be | Yes | |
satisfied before the buy-back offer becomes | |||
unconditional | |||
Answer this question if your response to Q 2.1 is "Employee share | |||
scheme buy-back, "Equal access scheme buy-back", "Selective | |||
buy-back" or "Other buy-back" | |||
3B.3a | *Please summarise the conditions | The Buy-Back is conditional | |
Answer this question if your response to Q 2.1 is "Employee share | upon final approval by JB Hi-Fi. | ||
scheme buy-back, "Equal access scheme buy-back", "Selective | As set out in the Buy Back | ||
buy-back" or "Other buy-back" and your response to Q 3B.3 is | Booklet, JB Hi-Fi may, in its | ||
"Yes". | complete discretion, choose to | ||
buy back a higher or lower | |||
amount or no Shares at all, | |||
depending on a number of | |||
factors including shareholder | |||
demand, market conditions and | |||
future capital requirements. | |||
Part 3C - Key dates
Employee Share Scheme, Selective and Other Buy-Backs
Answer the questions in this part if your response to Q 2.1 is "Employee share scheme buy-back", "Selective buy-back" or "Other buy-back"
3C.1 | *Anticipated date buy-back will occur | N/A | ||
On-marketbuy-back | ||||
Answer the questions in this part if your response to Q 2.1 is "On-marketbuy-back" | ||||
3C.2 | *Proposed buy-back start date | N/A | ||
3C.3 | *Proposed buy-back end date | N/A | ||
Note: under ASIC Regulatory Guide 110, this date must be no | ||||
longer than 12 months after the receipt of any approval necessary | ||||
from security holders for the buy-back or, if no such approval is | ||||
required, 12 months after notice is given to ASIC of the buy-back | ||||
under the Corporations Act. | ||||
+ See chapter 19 for defined terms | ||||
5 June 2021 | Page 5 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
JB Hi-Fi Limited published this content on 13 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2022 21:51:01 UTC.