LEND LEASE CORPORATION STAPLING PROPOSAL – IMPLICATIONS FOR ETOS by lindayy

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									                                                                                                                             No: 144




ACH & ASX Market Notice                 DERIVATIVES – EQUITY AND INDEX OPTIONS
                                        LEND LEASE CORPORATION STAPLING PROPOSAL – IMPLICATIONS FOR ETOS
Date: 30 October, 2009
Key topics                              ASX Market Participants and ACH Clearing Participants are advised that Lend Lease
1. Lend Lease Corporation               Corporation (ASX Code: LLC) has announced on 12 October 2009, a stapling proposal.
Stapling Proposal - Adjustment          This involves distributing units in a newly created trust, Lend Lease Trust (“LLT”) to
Implications for ETOs
                                        shareholders on a 1:1 basis and “stapling” each unit and share together. The stapling
                                        proposal is subject to shareholders approval at an AGM to be held on 12 November 2009.

                                        If approved, LLC shareholders will receive by way of dividend one unit in LLT for each Lend
                                        Lease share. Indicatively, the stapled securities will trade as the Lend Lease Group. During
                                        the period of deferred settlement trading from 13 November 2009 to 26 November 2009,
                                        the ASX code will be LLCDA. From 27 November 2009, normal T+3 settlement trading
                                        begins and the ASX underlying code will be LLC.

                                        Participants are advised to refer directly to the full details in the Explanatory
                                        Memorandum for the stapling proposal.

                                        If the stapling proposal is approved by shareholders and become effective, the securities of
                                        the management entity and LLC will be stapled together. Each LLC shareholder will end
                                        up holding Stapled Securities in the Lend Lease Group on a 1:1 basis.

                                        The ASX code will remain the same. Note that during the deferred trading period, it will
                                        trade as LLCDA.
Authorised by                           Indicative Key Dates from ETOs perspective.
Tim Hogben
                                          LLC shareholders meeting                        Thursday, 12 November 2009
ASX contact
                                          Last day of trading of LLC shares if stapling
Peter Ho
                                          is approved
Telephone
                                          Deferred settlement trading in stapled          Friday, 13 November 2009
(02) 9227 0668                            securities commences under the name Lend
                                          Lease Group (ASX code: LLCDA)
Australian Clearing House Pty Ltd
ABN 48 001 314 503                        Stapling Record Date - record date for          Thursday, 19 November 2009
ASX Limited
ABN 98 008 624 691                        determining entitlement of LLC shareholders
Exchange Centre                           to LLCDA Stapled Securities
20 Bridge Street
Sydney NSW 2000                           Effective date                                  Friday, 20 November 2009
PO Box H224
Australia Square                          Stapled securities commence trading on a        Friday, 27 November 2009
NSW 1215
Telephone 1800 814 051                    normal T+3 settlement basis (ASX code:
Intl Facsimile 61 2 9251 5525             LLC)
Facsimile 1300 300 577
Internet: http://www.asx.com.au
DX 10427 Stock Exchange Sydney

No responsibility is accepted for any
inaccuracies contained in the matter
published.




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                                                                                                                               No: 144

ASX in consultation with the ACH has determined that the following adjustment will be made provided the stapling proposal
becomes effective: ASX will, after the close of business on the last date of trading of LLC shares adjust Open Positions in LLC
Options under ASX Market Rule 11.3 for Adjustment, under provisions of Procedure 10 (formerly ASX Business Rule 7.4.4.7)
Alternative Adjustments as follows:
              • LLC ETOs will become LL9 ETOs;
              • the underlying financial product will change from shares to become Lend Lease Group stapled-securities,
                initially trading as LLCDA on a deferred settlement basis;
              • the new Contract Size NC, based on an existing size of 1000 LLC shares, will become 1000 stapled securities
                over LLCDA;
              • new Exercise Price in each Series = (Old Exercise Price)/(NC/OC);

Note that effectively, the contract size and exercise price of LLC options will remain unchanged because of the 1:1 ratio, except
that the underlying financial product will change from Shares to become the Stapled securities.

Any exercise of LL9 ETOs will result in deferred settlement of the underlying stapled securities.

Effective Date
The adjustment will be effective for trading commencing on Friday, 13 November 2009.

Restriction on Exercise
ASX will restrict exercise of LLC options from 7.00 pm on the day before the last day of trading of LLC shares. ASX has
determined that the restriction on exercise under ASX Market Rule 25.3.1 is appropriate having regard to ASX Market Rule
1.14 and is in the interest of maintaining a fair and orderly market in LLC Options and LLC shares and ACH has similarly
determined under ACH Clearing Rule 20.1.8 and ACH Clearing Rule 1.15. The exercise restriction will be lifted when LLC
share Options have been adjusted into LLC stapled securities.

Further Change in ASX Code and ETO Code When Normal Trading Commence
The last day of trading of LLCDA on a deferred settlement basis will be, indicatively, Thursday, 26 November 2009.
Trading on a normal T+3 settlement basis will begin on Friday, 27 November 2009.
From Friday, 27 November 2009, LL9 ETOs will become LLC ETOs.

Any exercises or LL9 ETOs on Thursday 26 November 2009 (this also being the expiry day of November series) will result in
the exercises reported under the new code LLC, rather than “as is”.

Treatment of Regular Distributions
Participants are reminded that under Derivatives Notice 172 dated 29 September 2005, a policy for “no adjustments” for regular
ordinary distributions has been implemented by ASX from 3 October 2005. This will apply to ETOs over Lend Lease Group
stapled securities.

This is relevant as prior to the stapling proposal, LLC ETOs are over shares that pays dividends. Following the stapling
involving an in-specie dividend of a new trust without assets initially, the stapled securities are able to pay in the future, regular
ordinary distributions that may include a tax deferred component. LLC has stated that existing assets cannot be transferred to
the trust. ASX, in consultation with ACH, have determined that there will be no grandfathering of existing LLC ETOs positions,
that go out to December 2012.




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