Wrap Text
Appendix 3B: New issue announcement
Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code: KP2 Rule 2.7, 3.10.3, 3.10.4, 3.10.5
ISIN: GB00BYP2QJ94
("Kore Potash" or the "Company")
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
Kore Potash PLC (ASX: KP2)
ARBN
621 843 614
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 issued 1. Ordinary shares (settled on ASX in the form of
CHESS Depositary Interests (CDI))
2. Convertible loan note – agreement to issue
ordinary shares and equity warrants
3. Equity warrants (Equity Warrants)
4. Ordinary shares (settled on ASX in the form of
CHESS Depositary Interests (CDI))
2 Number of +securities issued or to be issued 1. 83,523,344 ordinary shares
(if known) or maximum number which may 2. 1,618,250 ordinary shares and 250,000 Equity
be issued Warrants
3. 12,894,659 Equity Warrants
4. 4,315,333 ordinary shares
04 April 2018
JSE Sponsor: Rencap Securities (Pty) Limited
3437-8987-5466v1
3 Principal terms of the +securities (e.g. if 1. Ordinary shares (note one CDI is equivalent to
options, exercise price and expiry date; if one issued ordinary share)
partly paid +securities, the amount 2. US$250,000 convertible loan note (Loan). The
outstanding and due dates for payment; if Loan does not attract interest and is
+convertible securities, the conversion price unsecured. Conditional upon, and
and dates for conversion) immediately following, the passing of a
resolution at the Company’s next annual
general meeting approving the conversion of
the Loan to ordinary shares, the Loan will
convert into 1,618,250 ordinary shares. On
conversion, the lender will also be issued with
250,000 Equity Warrants on the same terms as
set out in point (3) below
3. The Equity Warrants will be unlisted, have an
exercise price of A$0.30 and an expiry date of
29 March 2021
4. Ordinary shares (note one CDI is equivalent to
one issued ordinary share)
4 Do the +securities rank equally in all 1. Yes, the ordinary shares will rank equally with
respects from the +issue date with an the existing ordinary shares (and any resultant
existing +class of quoted +securities? CDIs have the same terms as existing CDIs)
2. No, but on conversion the ordinary shares will
If the additional +securities do not rank rank equally with the existing ordinary shares.
equally, please state: The Equity Warrants will rank on the same
? the date from which they do terms as set out in point (3) below
3. No, the Equity Warrants do not rank for
? the extent to which they participate for
dividends or voting at meetings of
the next dividend, (in the case of a trust,
shareholders and are not listed on ASX. Each
distribution) or interest payment
Equity Warrant will, on exercise, convert into
? the extent to which they do not rank
an ordinary share which will rank equally with
equally, other than in relation to the
the existing ordinary shares
next dividend, distribution or interest
4. Yes, the ordinary shares will rank equally with
payment
the existing ordinary shares (and any resultant
CDIs have the same terms as existing CDIs)
5 Issue price or consideration 1. A$0.20 per ordinary share
2. Nil, but the Loan is convertible into a fixed
number of ordinary shares. The Equity
Warrants to be issued under the Loan will be
issued for nil consideration
3. Nil
4. Deemed issue price of A$0.12 per ordinary
share
6 Purpose of the issue 1. Ordinary shares issued under a placing made
(If issued as consideration for the in connection with the Company’s proposed
acquisition of assets, clearly identify those AIM listing (Placing)
assets) 2. Ordinary shares and Equity Warrants agreed
to be issued on the conversion of the Loan in
connection with the Placing
3. Equity Warrants issued to the placees under
the Placing on the basis of one Equity Warrant
for every US$1 invested in the Placing
4. Issued to Canaccord Genuity Ltd and Rencap
Securities (Pty) Limited as part of their placing
fee
3437-8987-5466v1
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
6a Is the entity an +eligible entity that has No
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 resolution N/A
under rule 7.1A was passed
6c Number of +securities issued without N/A
security holder approval under rule 7.1
6d Number of +securities issued with securit y N/A
holder approval under rule 7.1A
6e Number of +securities issued with securit y N/A
holder approval under rule 7.3, or another
specific security holder approval (specify
date of meeting)
6f Number of +securities issued under an N/A
exception in rule 7.2
6g If +securities issued under rule 7.1A, was N/A
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 7.1A for N/A
non-cash consideration, state date on
which valuation of consideration was
released to ASX Market Announcements
6i Calculate the entity’s remaining issue Refer below
capacity under rule 7.1 and rule 7.1A –
complete Annexure 1 and release to ASX
Market Announcements
7 +Issue dates 29 March 2018
Note: The issue date may be prescribed by ASX (refer to the
definition of issue date in rule 19.12). For example, the issue (The Company is awaiting formal approval from the
date for a pro rata entitlement issue must comply with the
South African Reserve Bank before it can finalise the
applicable timetable in Appendix 7A.
issue of 4,644,659 Equity Warrants being issued to
Cross reference: item 33 of Appendix 3B.
South African registered holders. The Company will
advise when this has been finalised)
3437-8987-5466v1
Number +Class
8 Number and +class of all +securities quoted 859,234,443 Ordinary shares settled on ASX in the
on ASX (including the +securities in section form of CDIs at a ratio of 1 CDI
2 if applicable) representing 1 ordinary share (noting
that 87,838,679 of these ordinary
shares are at the date of this notice
quoted on either the AIM market of
the London Stock Exchange or the
Johannesburg Stock Exchange and the
balance held in the form of CDIs)
Number +Class
9 Number and +class +securities
of all not 6,691,226 Unlisted Options exercisable at AUD
quoted on ASX (including the +securities in 0.33 each expiring 15 April 2018
section 2 if applicable)
1,500,000 Unlisted Options exercisable at AUD
0.33 each expiring 26 June 2018
50,000,000 Unlisted Options exercisable at AUD
0.30 each expiring 15 Nov 2019
1,886,996 Class C Performance Rights each
expiring 16 September 2019 (Emp)
2,255,000 Performance Rights expiring 6
December 2020 (Emp)
17,906,250 Performance Rights expiring 1 March
2021 (Dir)
660,000 Performance Rights vesting on 31 May
2019 (Dir)
3,000,000 Performance Rights expiring 30 June
2021 (Dir)
1,405,000 Performance Shares vesting on 31 May
2019
9 3,747,005 Performance Shares under a Short
Term Incentive Scheme Plan for 2017
11,734,853 Performance Shares under the Long
Term Incentive Plan
12,894,659 Equity Warrants exercisable at A$0.30
each expiring 29 March 2021
1 Convertible loan note, convertible
into 1,618,250 ordinary shares and
250,000 Equity Warrants exercisable
at A$0.30 each expiring 29 March 2021
3437-8987-5466v1
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
10 Dividend policy (in the case of a trust, N/A
distribution policy) on the increased capital
(interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval N/A
required?
12 Is the issue renounceable or N/A
non-renounceable?
13 Ratio in which the +securities N/A
will be offered
14 +Class of +securities to which N/A
the offer relates
15 +Record date to determin e N/A
entitlements
16 Will holdings on different N/A
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements N/A
in relation to fractions
18 Names of countries in which the N/A
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 N/A
acceptances or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting fee N/A
or commission
22 Names of any brokers to the N/A
issue
23 Fee or commission payable to N/A
the broker to the issue
3437-8987-5466v1
24 Amount of any handling fee N/A
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25 If the issue is contingent on N/A
+security holders’ approval, the
date of the meeting
26 Date entitlement and N/A
acceptance form and will be
sent to persons entitled
27 If the entity has issued options, N/A
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 N/A
applicable)
29 Date rights trading will end (if N/A
applicable)
30 How do security holders sell N/A
their entitlements in full
through a broker?
31 How do security holders sell N/A
part of their entitlements
through a broker and accept for
the balance?
32 How do security holders N/A
dispose of their entitlements
(except by sale through a
broker)?
33 +Issue date N/A
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
3437-8987-5466v1
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
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 convertib l e
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
the securities are equitythe number the names of the of additional securities
If +
+
additional securities, and
+
securities,
and percentage
20 largest holders of the
+
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
37
copy of any trust deed for the additional
A +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 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
3437-8987-5466v1
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 expen se
arising from or connected with any breach of the warranties in this agreement.
3437-8987-5466v1
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
4 We give ASX the information and documents required by this form. If any information or documen t
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: 4 April 2018
Joint Company Secretary
Print name: Henko Vos
== == == == ==
3437-8987-5466v1
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 Nil
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
771,395,766 (ordinary shares on listing)
• Number of fully paid +ordinary securities
issued in that 12 month period under an 83,523,344 (ordinary shares – Placing)
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
854,919,110
“A”
3437-8987-5466v1
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 128,237,866
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of +equity securities issued 1,618,250 (ordinary shares – Loan)
or agreed to be issued in that 12 month
period not counting those issued: 250,000 (Equity Warrants – Loan)
• Under an exception in rule 7.2
12,894,659 (Equity Warrants – Placing)
• Under rule 7.1A
4,315,333 (ordinary shares – Placing fees
• With security holder approval under rule settled via shares)
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” 19,078,242
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 128,237,866
Note: number must be same as shown in
Step 2
Subtract “C” 19,078,242
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 109,159,624
[Note: this is the remaining placement
capacity under rule 7.1]
3437-8987-5466v1
Part 2 – NOT APPLICABLE
3437-8987-5466v1
+ See chapter 19 for defined terms.
Appendix 3B Page 12 04/03/2013
04 April 2018
JSE Sponsor: Rencap Securities (Pty) Limited
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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