Wrap Text
Appendix 3B: New issue announcement
Coal of Africa Limited
(Incorporated and registered in
Australia) Appendix 3B
Registration number ABN 008 New issue announcement
905 388
ISIN AU0000CZADC4 Rule 2.7, 3.10.3, 3.10.4, 3.10.5
JSE/ASX/AIM share code: CZA
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
MC Mining Limited (formerly 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 be A) Ordinary Shares
issued B) Unlisted Option (Warrant)
C) Unlisted Performance Rights
2 Number of +securities issued or to A) Issue of 358 Ordinary Shares
be issued (if known) or maximum B) Issue of 1 Unlisted Option (Warrant)
number which may be issued C) Issue of 6 Performance Rights
3 Principal terms of the +securities A) Fully paid ordinary shares
(e.g. if options, exercise price and
expiry date; if partly paid B) The Unlisted Option (Warrant) vests immediately
+securities, the amount outstanding and is exercisable on or before 16 June 2022 at R0.60.
and due dates for payment; if
+convertible securities, the C) Four Performance Rights are granted as
conversion price and dates for conditional awards over ordinary shares of no par
conversion) value for no consideration. The awards will vest on 1
December 2018 subject to the vesting conditions.
Two Performance Rights are granted as conditional
awards over ordinary shares of no par value for no
consideration. The awards will vest on 13 December
2019 subject to the vesting conditions.
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B
New issue announcement
4 Do the +securities rank equally in A) Yes
all respects from the +issue date B) N/A
with an existing +class of quoted C) N/A
+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 A) Nil
B) Nil
C) Nil
6 Purpose of the issue Issue of individual securities due to the rounding up
(If issued as consideration for the of holdings following the 20 to 1 share consolidation
acquisition of assets, clearly identify undertaken in accordance with the requirements of
those assets) Section 254H(1) of the Australian Corporations Act.
6a Is the entity an +eligible entity that No
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 with N/A
security holder approval under rule
7.1A
+ See chapter 19 for defined terms.
6e Number of +securities issued with N/A
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f Number of +securities issued under N/A
an exception in rule 7.2
6g If +securities issued under rule 7.1A, N/A
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 rule N/A
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 – 21,131,937 (post share consolidation)
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1 and Rule 7.1A - N/A
release to ASX Market
Announcements
7 +Issue dates 6 December 2017
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 140,879,585 Ordinary shares
+securities quoted on ASX
(including the +securities in section
2 if applicable)
+ See chapter 19 for defined terms.
Number +Class
9 Number and +class of all 1,000,000 Options exercisable at ZAR26.40
+securities not quoted on ASX on or before 21 October 2018
(including the +securities in section
2 if applicable) 250,000 Options exercisable at GBP1.10 on
or before 1 December 2018
2,408,752 Options (Warrants) exercisable at
ZAR12.00 on or before 16 June
2022
1,027,209 Performance Rights vesting on 1
December 2018 subject to vesting
conditions
1,082,875 Performance Rights vesting on 13
December 2019 subject to vesting
conditions
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 required N/A
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.
+ See chapter 19 for defined terms.
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
+ See chapter 19 for defined terms.
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
(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
+ See chapter 19 for defined terms.
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
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.
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: ....7 December 2017...
(Company secretary)
Print name: Tony Bevan.
== == == == ==
+ See chapter 19 for defined terms.
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 securities 1,927,001,328 (pre share consolidation – Dec 2017)
on issue 12 months before the +issue date or
date of agreement to issue 96,350,065 (post consolidation – Dec 2017)
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 890,583,202 (pre share consolidation – Dec 2017)
issued in that 12 month period with
shareholder approval 44,529,520 (post share consolidation – Dec 2017)
• 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” 2,817,584,530 (pre share consolidation – Dec 2017)
140,879,585 (post share consolidation – Dec 2017)
+ See chapter 19 for defined terms.
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 21,131,937 (post share consolidation)
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 21,131,937
Note: number must be same as shown in Step 2
Subtract “C” Nil
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C” 21,131,937
[Note: this is the remaining placement capacity
under rule 7.1]
+ See chapter 19 for defined terms.
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
+ See chapter 19 for defined terms.
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.
Sponsor: Investec Bank Limited
Date: 08/12/2017 01:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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