Wrap Text
New issue announcement, application for quotation of additional securities and agreement
The Waterberg Coal Company Limited
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC | JSE: WCC | ISIN: AU000000WCC9
(“WCC” or “the Company”)
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
THE WATERBERG COAL COMPANY LIMITED
ABN
64 065 480 453
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 A. 10c Options - Unlisted
+securities issued B. 15c Options - Unlisted
or to be issued
2 Number of A. 7,825,000
+securities issued B. 7,825,000
or to be issued (if
known) or maximum
number which may be
issued
3 Principal terms of A. Ex price 10c, expiry
the +securities 31/12/20
(e.g. if options, B. Ex price 15c, expiry
exercise price and 31/12/20
expiry date; if
partly paid 50% of each class vest on
+securities, the issue;
amount outstanding 25% vest on 30/6/16; and
and due dates for 25% vest 31/12/16
payment; if
+convertible
securities, the
conversion price
and dates for
conversion)
4 Do the +securities A. No - New class.
rank equally in all B. No – New class
respects from the
+issue date with an Any shares issued on
existing +class of conversion of vested options
quoted +securities will rank pari passu with
fully paid ordinary shares on
If the additional issue.
+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 Nil
consideration
6 Purpose of the Issued pursuant to The
issue Waterberg Coal Company
(If issued as Limited Employee Share Option
consideration for Plan as approved by
the acquisition of shareholders in general
assets, clearly meeting on 28/11/2013.
identify those
assets)
6a Is the entity an No
+eligible entity
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 N/A
security holder
resolution under
rule 7.1A was
passed
6c Number of Nil
+securities issued
without security
holder approval
under rule 7.1
6d Number of N/A
+securities issued
with security
holder approval
under rule 7.1A
6e Number of
+securities issued
with security
holder approval
under rule 7.3, or
another specific
security holder
approval (specify
date of meeting)
6f Number of
+securities issued
under an exception
in rule 7.2
6g If +securities N/A
issued under rule
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 N/A
issued under rule
7.1A for non-cash
consideration,
state date on which
valuation of
consideration was
released to ASX
Market
Announcements
6i Calculate the 7.1 = 12,318,685
entity’s remaining 7.1A = N/A
issue capacity
under rule 7.1 and
rule 7.1A –
complete Annexure 1
and release to ASX
Market
Announcements
7 +Issue dates 13 January 2016
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 315,933,963 Fully paid
of all +securities ordinary
quoted on ASX shares
(including the
+securities in
section 2 if
applicable)
Number +Class
9 Number and +class 7,825, Unlisted options
of all +securities 000 exercise price of
not quoted on ASX $0.10, expiry
(including the 7,825, 31/12/20
+securities in 000 Unlisted options
section 2 if
exercise price of
applicable)
$0.15, expiry
25,000 31/12/20
,000
Unlisted options
75,000 exercise price of
,000 $0.20, expiry
31/12/16.
Unlisted options
32,002 exercise price of
,346 $0.30, expiry
31/12/16
5,617,
978 Unlisted options
exercise price of
$0.08, expiry 30/6/17
Convertible notes at
a conversion price
equal to (the loan
amount converted
x2.1)/(price per
Ordinary Share on the
Johannesburg Stock
Exchange (JS)), where
the price per
Ordinary Share is (5
day JSE VWAP x 80%)
10 Dividend policy N/A
(in the case of a
trust,
distribution
policy) on the
increased capital
(interests)
Part 2 - Pro rata issue
11 Is security holder
approval 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
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)
(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 +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 orsection 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.
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 313,265,213
paid +ordinary 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
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
securities cancelled
during that 12 month
period
“A” 313,265,213
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be
changed]
Multiply “A” by 0.15 46,989,781
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 2,668,750 Shares 30
that 12 month period not June 2015
counting those issued: 32,002,346 Options 30
June 2015
• 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” 34,671,096
Step 4: Subtract “C” from [“A” x “B”] to calculate
remaining placement capacity under rule 7.1
“A” x 0.15 46,989,781
Note: number must be same
as shown in Step 2
Subtract “C” 34,671,096
Note: number must be same
as shown in Step 3
Total [“A” x 0.15] – “C” 12,318,685
[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
“E” N/A
Step 4: Subtract “E” from [“A” x “D”] to calculate
remaining placement capacity under rule 7.1A
“A” x 0.10 N/A
Note: number must be same
as shown in Step 2
Subtract “E” N/A
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
Stephen Miller
Director & MD
The Waterberg Coal Company Limited
12 January 2016
JSE Sponsor:
The Standard Bank of South Africa Limited
Date: 12/01/2016 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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