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COAL OF AFRICA LIMITED - Appendix 3B New issue announcement

Release Date: 01/12/2015 14:15
Code(s): CZA     PDF:  
Wrap Text
Appendix 3B New issue announcement

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).

     1        +Class of +securities issued or to                    Unlisted Performance Rights
              be issued                                             Unlisted Options


     2        Number of +securities issued or                       15,163,965 Unlisted Performance Rights
              to be issued (if known) or                            5,000,000 Unlisted Options
              maximum number which may
              be issued


     3        Principal     terms      of  the                      Performance Rights
              +securities   (e.g. if options,                       The Performance Rights are granted as
              exercise price and expiry date; if                    conditional awards over ordinary shares of no
              partly paid +securities, the                          par value for no consideration. The awards
              amount outstanding and due
                                                                    will vest on 1 December 2018 subject to the
              dates     for      payment;     if
              +convertible     securities, the
                                                                    vesting conditions.
              conversion price and dates for
              conversion)                                           Unlisted Options
                                                                    The Options vest immediately and are
                                                                    exercisable on or before 1 December 2018 at
                                                                    GBP0.055 each.




    + See chapter 19 for defined terms.

    04/03/2013                                                                                                 
Appendix 3B
New issue announcement



 4      Do the +securities rank equally      No
        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         Performance Rights – Nil

                                             Unlisted Options - Nil



 6      Purpose of the issue                 Performance Rights and Options as equity
        (If issued as consideration for      based remuneration for Executive and
        the acquisition of assets, clearly   Independent Non-executive Directors was
        identify those assets)               approved by shareholders at annual general
                                             meeting held on 27 November 2015.




 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




+ See chapter 19 for defined terms.

                                                       04/03/2013
                                                                                        Appendix 3B
                                                                            New issue announcement


 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 – 289,050,199 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

 7      +Issue   dates                                   1 December 2015
        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.

04/03/2013                                                                              
Appendix 3B
New issue announcement


                                          Number                   +Class

 8      Number and         +classof   all 1,927,001,328            Ordinary shares
        +securities   quoted on ASX
        (including the +securities in
        section 2 if applicable)




                                            Number                 +Class


 9      Number and +class of all                      2,670,000    ESOP Options exercisable
        +securities not quoted on ASX                              at ZAR7.60 on or before 14
        (including the +securities in                              February 2017
        section 2 if applicable)
                                                      3,932,928    ESOP Options exercisable
                                                                   at ZAR 1.75 on or before 30
                                                                   June 2017

                                                     20,000,000    Options exercisable at
                                                                   ZAR1.32 on or before 21
                                                                   October 2018

                                                      3,525,000    Options exercisable at
                                                                   ZAR1.2 on or before 1
                                                                   February 2019

                                                      3,525,000    Options exercisable at
                                                                   ZAR1.32 on or before 1
                                                                   February 2019

                                                      3,525,000    Options exercisable at
                                                                   ZAR1.45 on or before 1
                                                                   February 2019

                                                     40,000,000    Options exercisable at
                                                                   ZAR0.3 on or before 1 June
                                                                   2016

                                                      14,174,528   Performance Rights vesting
                                                                   on 1 December 2018 subject
                                                                   to vesting conditions

                                                      5,000,000    Options exercisable at GBP
                                                                   0.055 on or before 1
                                                                   December 2018

 10     Dividend policy (in the case of a   N/A
        trust, distribution policy) on
        the increased capital (interests)


Part 2 - Pro rata issue

+ See chapter 19 for defined terms.

                                                                04/03/2013
                                                                          Appendix 3B
                                                              New issue announcement


 11     Is security            holder      approval     N/A
        required


 12     Is the issue renounceable or non-
        renounceable

 13     Ratio in which the                +securities

        will be offered

 14     +Class  of +securities to which the
        offer relates

 15     +Record   date               to   determine
        entitlements

 16     Will holdings on different
        registers (or subregisters) be
        aggregated    for   calculating
        entitlements

 17     Policy for deciding entitlements
        in relation to fractions


 18     Names of countries in which the
        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
        acceptances or renunciations

 20     Names of any underwriters




 21     Amount of any underwriting fee
        or commission

 22     Names of any brokers to the
        issue




 23     Fee or commission payable to
        the broker to the issue




+ See chapter 19 for defined terms.

04/03/2013                                                             
Appendix 3B
New issue announcement


 24     Amount of any handling fee
        payable to brokers who lodge
        acceptances or renunciations on
        behalf of security holders

 25     If the issue is contingent on
        security holders’ approval, the
        date of the meeting

 26     Date entitlement and acceptance
        form and offer documents will
        be sent to persons entitled

 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

 28     Date rights trading will begin (if
        applicable)

 29     Date rights trading will end (if
        applicable)

 30     How do security holders sell
        their entitlements in full through
        a broker

 31     How do security holders sell part
        of their entitlements through a
        broker and accept for the
        balance

 32     How do security holders dispose
        of their entitlements (except by
        sale through a broker)

 33     +Issue   date




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 (a) only
        

+ See chapter 19 for defined terms.

Appendix 3B Page 6                                                                    04/03/2013
                                                                                                   Appendix 3B
                                                                                       New issue announcement


 (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


             - the securities securities, and the number andofpercentage of holders of
 35          If           +                     +
                              are equity securities, the names the 20 largest
             the additional             +                                     additional
                 +securities    held by those holders


             -the securities are equity securities, a distribution schedule of the additional
 36          If          +                     +
                 +
              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

                                                                              +securities
 37
             -copy of any trust deed for the additional
             A


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.

04/03/2013                                                                                                Appendix 3B Page 7
Appendix 3B
New issue announcement


 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)




+ See chapter 19 for defined terms.

Appendix 3B Page 8                                                             04/03/2013
                                                                                                   Appendix 3B
                                                                                       New issue announcement


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: 1 December 2015
                      Company secretary

Print name:           Tony Bevan


                                                  == == == == ==




+ See chapter 19 for defined terms.

04/03/2013                                                                                               Appendix 3B Page 9
Appendix 3B
New issue announcement



                       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           1,299,368,613
 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   627,632,715
     issued in that 12 month period with
     shareholder approval

 •   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”                                             1,927,001,328



 Step 2: Calculate 15% of “A”

 “B”                                             0.15

                                                 [Note: this value cannot be changed]



+ See chapter 19 for defined terms.

Appendix 3B Page 10                                                                 04/03/2013
                                                                            Appendix 3B
                                                                New issue announcement


 Multiply “A” by 0.15                            289,050,199

 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
 that has already been used

 Insert number of +equity securities issued
 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”                                             Nil

 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
 capacity under rule 7.1

 “A” x 0.15                                      289,050,199

 Note: number must be same as shown in
 Step 2

 Subtract “C”

 Note: number must be same as shown in           Nil
 Step 3

 Total [“A” x 0.15] – “C”                        289,050,199

                                                  [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


+ See chapter 19 for defined terms.

04/03/2013                                                                  Appendix 3B Page 11
Appendix 3B
New issue announcement


 “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
 “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




+ See chapter 19 for defined terms.

Appendix 3B Page 12                                                                   04/03/2013

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