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Appendix 3B - Issue of shares
Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL or the "Company" or the "Group")
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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13
Name of entity
Coal of Africa Limited
ABN
98 008 905 388
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).
+Class of +securities issued or to
1 Shares
be issued
2 Number of +securities issued or 200,000
to be issued (if known) or
maximum number which may
be issued
+ See chapter 19 for defined terms.
3 Principal terms of the +securities Fully paid ordinary
(e.g. 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)
4 Do the +securities rank equally Yes
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
5 Issue price or consideration Nil
6 Purpose of the issue Bonus shares issued to 3 employees pursuant to a
(If issued as consideration for 2011 resolution by the Company’s Remuneration
the acquisition of assets, clearly Committee.
identify those assets)
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 Rule 7.1 – 239,705,291 shares
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1 Rule 7.1A – N/A
and release to ASX Market
Announcements
+Issue dates 5 March 2015
7
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.
+ See chapter 19 for defined terms.
Number +Class
8 Number and +class of all 1,599,568,613 Ordinary shares
+securities quoted on ASX
(including the +securities in
section 2 if applicable)
Number +Class
9 Number and +class of all 1,441,061 ESOP Options exercisable
+securities not quoted on ASX at A$1.40 on or before 30
(including the +securities in September 2015
section 2 if applicable)
2,500,000 Class C Options exercisable
at A$1.20 on or before 9
November 2015
3,500,000 Class L Options exercisable
at 25 pence on or before 30
November 2015
2,670,000 ESOP Options exercisable
at ZAR7.60 on or before 14
February 2017
3,932,928 ESOP Options exercisable
at ZAR 1.75 on or before 30
June 2017
4,125,000 ESOP Options exercisable
at ZAR 2.0 on or before 30
June 2018
20,000,000 Class M Options
exercisable at ZAR1.32 on or
before 21 October 2018
10,575,000 ESOP Options exercisable
at between ZAR1.2 and
ZAR1.45 on or before 1
February 2019
10 Dividend policy (in the case of a N/A
trust, distribution policy) on the
increased capital (interests)
Part 2 - Pro rata issue – Deleted Not Applicable
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) X +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
Entities that have ticked box 34(b)
38 Number of +securities for which N/A
+quotation is sought
39 +Class of +securities for which
quotation is sought
+ See chapter 19 for defined terms.
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: 6 March 2015
Company secretary
Print name: Tony Bevan
== == == == ==
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid +ordinary 1,048,368,613
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid +ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid +ordinary securities 551,000,000
issued in that 12 month period with shareholder
approval
+ See chapter 19 for defined terms.
• Number of partly paid +ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid +ordinary Nil
securities cancelled during that 12 month
period
“A” 1,599,368,613
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 239,905,291
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued 200,000
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 200,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 239,905,291
Note: number must be same as shown in Step 2
Subtract “C”
Note: number must be same as shown in Step 3 200,000
Total [“A” x 0.15] – “C” 239,705,291
[Note: this is the remaining placement capacity
under rule 7.1]
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” N/A
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 N/A
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
+ See chapter 19 for defined terms.
“E” N/A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in Step 2
Subtract “E”
Note: number must be same as shown in Step 3
Total [“A” x 0.10] – “E” N/A
Note: this is the remaining placement
capacity under rule 7.1A
Sponsor:
Investec Bank Ltd
6 March 2015
Johannesburg
Date: 06/03/2015 11:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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