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| Manager Secretarial Services | Date: 5 December 2002 | |||
| Print name: | Alan T. Kneeshaw |
Exhibit 99.2
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.
Name of entity
James Hardie Industries N.V.
ARBN
097 829 895
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 |
Shares/CUFS Options over unissued shares/CUFS |
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| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued |
170,111 shares/CUFS 4,037,000 options granted on 3 December 2002. |
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| 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) |
170,111 shares/CUFS issued on exercise of
options 4,037,000 new options have been granted under the terms of the 2001 Equity Incentive Plan. Each option confers the right to subscribe for one share/CUFS. The options may be exercised as follows: |
| Quantity | exercise date | exercise price | |||
| 1,009,250 | 3 December 2003 | A$6.66 | |||
| 1,009,250 | 3 December 2004 | A$6.66 | |||
| 2,018,500 | 3 December 2005 | A$6.66 | |||
| 4,037,000 total Options not exercised will lapse on 3 December 2012. |
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| + | See chapter 19 for defined terms. |
| 11/3/2002 | Appendix 3B Page 1 |
Appendix 3B
New issue announcement
| 4 |
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 |
Shares/CUFS: Yes, rank equally with issued shares/CUFS Options: Not applicable. |
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| 5 | Issue price or consideration |
Allotment of shares/CUFS on exercise of
73,691 options at AUD 3.3031 each and
96,420 options at AUD 3.3431 each.
No consideration was paid for grant of 4,037,000 options |
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| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | 170,111 shares/CUFS exercise of options. 4,037,000 options granted as awards under the Equity Incentive Plan which is intended to promote the Company’s long term financial interests by encouraging management and other employees to acquire an ownership position in the Company, aligning the interests of participants with those of the Company’s security holders and encouraging and rewarding their performance. |
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| 7 | Dates of entering +securities into uncertificated holdings or despatch of certificates | 170,111 shares/CUFS 4 December 2002 |
| Number | +Class | |||||
| 8 | Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) | 457,418,689 | Shares/CUFS |
| Number | +Class | |||||
| 9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) | 13,938,407 | Options |
+ See chapter 19 for defined terms.
Appendix 3B Page 2
11/3/2002
Appendix 3B
New issue announcement
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Rank for dividends equally with issued shares/CUFS.
Options do not rank for dividend.
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 | ||
| 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 |
| + See chapter 19 for defined terms. | ||
| 11/3/2002 | Appendix 3B Page 3 |
| 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 | ||
| 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 |
| + See chapter 19 for defined terms. | ||
| Appendix 3B Page 4 | 11/3/2002 |
Appendix 3B
New issue announcement,
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) |
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| (a) | ü | Securities described in Part 1 | ||
| (b) | All other securities |
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| 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 Not applicable
(If the additional securities do not form a new class, go to 43)
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 |
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| 37 | A copy of any trust deed for the additional +securities |
(now go to 43)
+ See chapter 19 for defined terms.
| 11/3/2002 | Appendix 3B Page 5 |
Appendix 3B
New issue announcement,
| Entities that have ticked box 34(b) | Not applicable |
| 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) |
(now go to 43)
| + See chapter 19 for defined terms. | ||
| Appendix 3B Page 6 | 11/3/2002 |
Appendix 3B
New issue announcement,
All entities
Fees
| 43 | Payment method (tick one) | |||
| Cheque attached |
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| Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time. |
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| ü | Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities. |
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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. | ||
| • | We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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. |
| + See chapter 19 for defined terms. | ||
| 11/3/2002 | Appendix 3B Page 7 |
Appendix 3B
New issue announcement.
| 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: |
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| Manager Secretarial Services | Date: 5 December 2002 | |||
| Print name: | Alan T. Kneeshaw |
== == == == ==
| + See chapter 19 for defined terms. | ||
| Appendix 3B Page 8 | 11/3/2002 |