Wrap Text
New issue announcement, application for quotation of additional securities and agreement
Resource Generation Limited
Registered in Australia under the Corporations Act, 2001 (Cth) with
registration number ACN: 059 950 337
ISIN: AU000000RES1
Share Code on the ASX: RES
Share Code on the JSE: RSG
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.
Name of entity
Resource Generation Limited
ABN
91 059 950 337
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 Performance share rights
to be issued
2 Number of +securities issued 20,700,000 performance share rights
or to be issued (if known) or
maximum number which may
be issued
3 Principal terms of the Performance share rights to receive 1 ordinary
+securities (e.g. if options, share per performance right at a nil exercise
exercise price and expiry date; price, subject to meeting the following
if partly paid +securities, the performance conditions:
amount outstanding and due - 50% exercisable upon achievement of debt,
dates for payment; if
+convertible
equity and/or other funding arrangements
securities, the that enable commencement of construction
conversion price and dates for
conversion)
of all material components of the
Boikarabelo project and the Board being
satisfied acting reasonably that any
remaining funding required for the
completion of the project is obtainable on
reasonable commercial terms in due
course; and
- 50% exercisable upon production of first
100,000 tonnes of ROM coal from the
Boikarabelo mine, provided that the Board
is satisfied acting reasonably that the
construction of the Boikarabelo mine has
been completed within a reasonable time
compared to the targeted completion date
and at a cost that has been appropriately
controlled by the Company’s management.
The Performance Conditions must be satisfied
on or before 31 December 2017.
4 Do the +securities rank equally No, the terms are as above. Once exercised into
in all respects from the +issue fully paid ordinary shares they will rank equally
date with an existing +class of with existing fully paid ordinary shares.
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
5 Issue price or consideration Nil
+ See chapter 19 for defined terms.
6 Purpose of the issue Performance share rights issued as part of the
(If issued as consideration for company’s Employee Share Plan as approved
the acquisition of assets, clearly by shareholders at the AGM held on 24
identify those assets) October 2011 and, for the executive directors
included in the above issue, at the AGM on 29
November 2013
6a Is the entity an +eligible entity No
that has obtained security
holder approval under rule
7.1A?
If Yes, complete sections 6b –
6h in relation to the +securities
the subject of this Appendix 3B,
and comply with section 6i
6b The date the security holder N/A
resolution under rule 7.1A was
passed
6c Number of +securities issued N/A
without security holder
approval under rule 7.1
6d Number of +securities issued N/A
with security holder approval
under rule 7.1A
6e Number of +securities issued N/A
with security holder approval
under rule 7.3, or another
specific security holder
approval (specify date of
meeting)
6f Number of +securities issued N/A
under an exception in rule 7.2
6g If +securities issued under rule N/A
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Include the +issue date and
both values. Include the source
of the VWAP calculation.
6h If +securities were issued under N/A
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
6i Calculate the entity’s remaining N/A
issue capacity under rule 7.1
and rule 7.1A – complete
Annexure 1 and release to ASX
Market Announcements
7 +Issue dates 28 January 2014
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number +Class
8 Number and +class of all 581,380,338 Ordinary
+securities quoted on ASX
(including the +securities in
section 2 if applicable)
Number +Class
9 Number and +class
of all 1,875,000 50 cent unquoted options
+securities not quoted on ASX
expiring on 13 March 2014
(including the +securities in
section 2 if applicable) 24,700,000 Performance share rights
subject to various
operational performance
hurdles with nil exercise
price. Held by employees
10 Dividend policy (in the case of Not applicable
a trust, distribution policy) on
the increased capital (interests)
Part 2 - Pro rata issue
11 Is security holder approval N/A
required?
12 Is the issue renounceable or N/A
non-renounceable?
13 Ratio in which the +securities N/A
will be offered
14 +Class of +securities to which the N/A
offer relates
15 +Record date to determine N/A
entitlements
+ See chapter 19 for defined terms.
16 Will holdings on different N/A
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements N/A
in relation to fractions
18 Names of countries in which the N/A
entity has security holders who
will not be sent new offer
documents
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 N/A
acceptances or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting fee N/A
or commission
22 Names of any brokers to the N/A
issue
23 Fee or commission payable to N/A
the broker to the issue
24 Amount of any handling fee N/A
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25 If the issue is contingent on N/A
security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance N/A
form and offer documents will
be sent to persons entitled
27 If the entity has issued options, N/A
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if N/A
applicable)
29 Date rights trading will end (if N/A
applicable)
30 How do security holders sell N/A
their entitlements in full
through a broker?
31 How do security holders sell N/A
part of their entitlements
through a broker and accept for
the balance?
32 How do security holders dispose N/A
of their entitlements (except by
sale through a broker)?
33 +Issue date N/A
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
-the additional securities, and the number and of percentage of holders of
If + +
securities are equity securities, the names the 20 largest
the + additional
+securities held by those holders
36
- the securities are equity the number of holders in theschedule of
If + +
securities, a distribution the
+
additional securities setting out categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37
- copy of any trust deed for the additional
A +securities
+ See chapter 19 for defined terms.
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 +issue date
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)
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 is not available now, we 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: Date: 29 January 2014
(Director/Company secretary)
Print name: STEPHEN JAMES MATTHEWS
+ See chapter 19 for defined terms.
Sydney
29 January 2014
JSE Sponsor
Macquarie First South Capital Proprietary Limited
Date: 29/01/2014 09:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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