Wrap Text
New issue announcement, application for quotation of additional securities and agreement
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 Grant of 19,238,648 Unlisted Performance
to be issued (if known) or Rights
maximum number which may
be issued
Forfeit of 10,575,000 Unlisted Options
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
Appendix 3B
New issue announcement
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
dates for payment; if
will vest on 13 December 2019 subject to the
+convertible securities, the vesting conditions.
conversion price and dates for
conversion) Unlisted Options
Forfeit of 10,575,000 unlisted options
exercisable in three instalments of 3,525,000
options on or after 1 February 2015, 1 February
2016 and 1 February 2017 at an exercise price
of ZAR1.2, ZAR 1.32 and ZAR 1.45 respectively.
The expiry date for the options was 1 February
2019.
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
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
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: N/A
- 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 The Performance Rights are granted to the
(If issued as consideration for executive Directors following approval at
the acquisition of assets, clearly the annual general meeting on 25 November
identify those assets)
2016 in accordance with the Company’s
Performance Rights Plan.
The Unlisted Options granted to the Mr
David Brown, Chief Executive Officer were
forfeited and replaced with Performance
Rights.
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
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
Appendix 3B
New issue announcement
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 – 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 Performance Rights
Note: The issue date may be prescribed by 13 December 2016
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.
Appendix 3B Page 4 04/03/2013
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
Number +Class
8 Number and +class
of 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
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
19,238,648 Performance Rights vesting
on 13 December 2019
subject to vesting
conditions
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
Appendix 3B
New issue announcement
10 Dividend policy (in the case of a N/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 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
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
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
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
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
Appendix 3B
New issue announcement
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) X +Securities described in Part 1 (a) only
(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 are equitythe numberthe names of the of additional securities
35 If + +
securities, 20 largest holders of the
+
additional securities, and and percentage +
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.
Appendix 3B Page 8 04/03/2013
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
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.
04/03/2013 Appendix 3B Page 9
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: 13 December 2016
Company secretary
Print name: Tony Bevan
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
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
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 1,927,001,328
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 Nil
securities cancelled during that 12 month
period
“A” 1,927,001,328
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 11
Appendix 3B
New issue announcement
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
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
+ See chapter 19 for defined terms.
Appendix 3B Page 12 04/03/2013
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 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
Note: number must be same as shown in
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 13
Appendix 3B
New issue announcement
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 14 04/03/2013
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