Exhibit 99.4
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 ASXs 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 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 | Options over ordinary fully paid shares/CUFS | ||||
2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 1,320,000 options granted on 22 November 2005 | ||||
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) |
The options are issued under the terms and conditions of the
Managing Board Transitional Stock Option Plan, as approved by
shareholders on 22 August 2005. The options vest between the third anniversary of the issue date (22 November 2008) and the fifth anniversary of the issue date (22 November 2010), subject to performance criteria and the rules of the MBTSOP. The performance criteria are as follows:
50% of the options vest on the relevant testing date if
the Companys TSR ranking is equal to or above the Median TSR of the comparator group;
an additional 2% of options vest on the relevant testing
date for each 1% increment that the Companys TSR ranking is above the Median TSR of the comparator group. The performance criteria will retested for unvested options every six months commencing on the third anniversary of the issue date, up to the fifth anniversary. The exercise price for the options is A$8.53. The options expire on the tenth anniversary of the issue date (22 November 2015). |
+ | See chapter 19 for defined terms. |
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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 |
No. Quotation will be sought for any shares/CUFS issued on exercise of the Options. These shares/CUFS will rank pari passu with other ordinary fully paid shares/CUFS then on issue. | ||
5 | Issue price or consideration | No cash consideration was paid for the options. | ||
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | The options were granted under the 2005 Managing Board Transitional Stock Option Plan which is intended to promote the Companys long term financial interests by encouraging management to acquire an ownership position in the Company, aligning the interests of participants with those of the Companys security holders and encouraging and rewarding their performance. Shareholder approval of the grant of the options was obtained at the Companys Annual General Meeting on 22 August 2005. | ||
7 | Dates of entering +securities into uncertificated holdings or despatch of certificates | 23 November 2005 |
Number | +Class | |||||
8 | Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) | 462,132,597 | shares/CUFS |
Number | +Class | |||||
9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) | 15,718,121 | Options |
+ See chapter 19 for defined terms.
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10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Options do not rank for dividends. Any shares/CUFS issued on exercise of the options will rank equally for dividends with other shares/CUFS then on issue.
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. | ||
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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. | ||
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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) |
|||
(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 | ||
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) |
+ See chapter 19 for defined terms. | ||
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New issue announcement
Quotation agreement
1 | +Quotation of our additional +securities is in ASXs 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. |
+ See chapter 19 for defined terms. | ||
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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/ Benjamin Butterfield | |||
(Director/Company Secretary) | Date: 23 November 2005 | |||
Print name: | Benjamin Butterfield | |||
== == == == == |
+ See chapter 19 for defined terms. | ||
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