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TAWANA RESOURCES NL - Section 708 Notice and Appendix 3B and Terms of Incentive Options

Release Date: 13/02/2014 08:18:00      Code(s): TAW       PDF(s):  
Section 708 Notice and Appendix 3B and Terms of Incentive Options

Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW
ISIN: AU000000TAW7
(“Tawana” or “the Company”)


                               Section 708 Notice

Tawana Resources NL (ASX: TAW) - Secondary Trading Notice Pursuant To Section
708A(5)(E) Of The Corporations Act 2001

The Company gives this notice pursuant to section 708A(5)(e) of the Corporations Act 2001
(Cth) (“Act”).

The Company has issued options to acquire ordinary fully paid shares in the capital of the
Company (“Securities”) as per the Appendix 3B lodged with the ASX today.

The Company advises that the Securities were issued without disclosure to investors under
Part 6D.2 of the Act. The Company, as at the date of this notice, has complied with:

   (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

   (b) section 674 of the Act.

As at the date of this notice there is no information that is excluded information for the
purposes of sections 708A(7) and (8) of the Act.

For further information:

Winton Willesee
Joint Company
Secretary
Tawana Resources NL


12 February 2014

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

                               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

Name of entity

TAWANA RESOURCES NL

ABN

69 085 166 721

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     Class C Incentive Options (3.9c, 20 Jan 2017)
    be issued                             Class D Incentive Options (4.2c, 7 Feb 2017)


2  Number of +securities issued or to     1 million Class C Incentive Options (3.9c, 20 Jan
   be issued (if known) or maximum        2017) 5 million Class D Incentive Options (4.2c, 7 Feb 2017)
   number which may be issued

3  Principal terms of the +securities     Terms and conditions of Class C and Class D
   (eg, if options, exercise price and    Incentive Options are attached.
   expiry date; if partly paid
   +securities, the amount outstanding
   and due dates for payment; if
   +convertible securities, the
   conversion price and dates for
   conversion)

4  Do the +securities rank equally in     No – the Class C and Class D Incentive Options
   all respects from the date of          represent new classes of securities.
   allotment with an existing +class of
   quoted +securities?                    Shares issued upon the exercise of the incentive options and
                                          placement options will rank equally with existing fully paid
   If the additional securities do        ordinary shares.
   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           Incentive Options were issued for nil cash consideration as part
                                          of the remuneration package offered to certain Company
                                          employees.

6  Purpose of the issue (If issued as     Incentive Options were issued for nil cash consideration as part
   consideration for the acquisition of   of the remuneration package offered to certain Company employees
   assets, clearly identify those 
   assets)                                    

6a Is the entity an +eligible entity      Yes
   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          31 May 2013
   resolution under rule 7.1A was
   passed

6c Number of +securities issued          1 million Class C Incentive Options (3.9c, 20 Jan 2017)
   without security holder approval      5 million Class D Incentive Options (4.2c, 7 Feb 2017)
   under rule 7.1

6d Number of +securities issued          Nil
   with security holder approval
   under rule 7.1A

6e Number of +securities issued          Nil
   with security holder approval
   under rule 7.3, or another specific
   security holder approval (specify
   date of meeting)

6f Number of securities issued           Nil
   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      177,844,356 remaining under LR7.1
   issue capacity under rule 7.1 and     122,562,904 remaining under LR7.1A
   rule 7.1A – complete Annexure 1 and
   release to ASX Market
   Announcements

7  Dates of entering +securities into     12/02/2014
   uncertificated holdings or despatch
   of certificates
8  Number and +class of all               Number                          +Class
   +securities quoted on ASX              1,225,629,043                   Ordinary Fully Paid Shares
   (including the securities in
   section 2 if applicable)
9  Number and +class of all                Number                          +Class
   +securities not quoted on ASX           25,000,000                      Options (1c, 8 Mar 2014)
   (including the securities in             5,000,000                      Options (5c, 9 Sept 2014)
   section 2 if applicable)                 1,250,000                      Options (5c, 10 Nov 2015)
                                           28,500,000                      Options (3.6c, 30 April 2015)
                                           10,000,000                      Options (1.8c, 12 Dec 2016)
                                           10,000,000  Class A Performance Options
                                           10,000,000  Class B Performance Options
                                           10,000,000  Class C Performance Options
                                           31,500,000  Class A Incentive   Options
                                                               (1.5c, 12 Dec 2016)
                                           10,000,000   Class B Incentive Options
                                                             (4.6c, 12 Dec 2016)
                                            1,000,000   Class C Incentive Options
                                                             (3.9c, 20 Jan 2017)
                                            5,000,000   Class D Incentive Options
                                                             (4.2c, 7 Feb 2017)
 
10  Dividend policy (in the case of a      Unchanged
    trust, distribution policy) on the
    increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11  Is security holder approval required

12  Is the issue renounceable or nonrenounceable

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 issue 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 prospectus or Product
    Disclosure Statement 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  +Despatch 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 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 date of allotment 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)

42 Number and +class of all                      Number                 +Class
+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 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 not available now, 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: 12 February 2014
                 (Company secretary)

Print name:       Winton Willesee

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

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                                  876,629,043
ordinary securities on issue 12
months before date of issue or 
agreement to issue

Add the following:                          25/02/2013        50,000,000

 - Number of fully paid                     13/08/2013        50,000,000
   ordinary securities
   issued in that 12 month                  18/10/2013       244,000,000
   period under an
   exception in rule 7.2                    18/12/2013         5,000,000

- 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”                                                                                    1,225,629,043

Step 2: Calculate 15% of “A”

“B”                                          0.15     
                                             [Note: this value cannot be changed]


Multiply “A” by 0.15                                                                     183,844,356

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”                                                                                    6,000,000

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

“A” x 0.15                                                                           183,844,356

Note: number must be same as shown in Step 2

Subtract “C”

Note: number must be same as shown in Step 3

Total [“A” x 0.15] – “C”                                                             177,844,356

                                 [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”        
                                                                        1,225,629,043
 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                                                                 122,562,904

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”                                                                                      -

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

“A” x 0.10                                                                           122,562,904

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”                                                      122,562,904
                                        Note: this is the remaining placement
                                        capacity under rule 7.1A




                             Terms & Conditions

                         Class C Incentive Options

                           (3.9c, 20 January 2017)


1.   General

     1.1   No monies will be payable for the issue of the Incentive Options.

     1.2   Each Incentive Option shall carry the right, subject to any Shareholder
           approval required under the Corporations Act or the Listing Rules, to
           subscribe for one fully paid ordinary share in the capital of the Company
           (Share).

     1.3   Subject to these terms, the Incentive Options will automatically vest upon the
           completion of one consecutive year of full time employment with the Company
           (Vesting Date) and are exercisable at any time after the Vesting Date until 20
           January 2017 (Expiry Date).

     1.4   The Options are forfeited if the Incentive Optionholder’s employment with the
           Company ceases prior to the Options vesting.


     1.5   Incentive Options may be exercised in whole or in part in parcels. An
           exercise of only some Incentive Options shall not affect the rights of the party
           holding the Option (Incentive Optionholder) to the balance of the Incentive
           Options held by the Incentive Optionholder.

     1.6   The exercise price of each Class C Incentive Option is AU$0.039, being the 5
           day VWAP of Shares traded on the ASX as at 20 January 2014 (Exercise
           Price).

     1.7   The Exercise Price for the Incentive Options shall be payable in full on
           exercise of those Incentive Options.

     1.8   Incentive Options are only exercisable by the delivery to the registered office
           of the Company of a notice in writing. The notice must specify the number of
           Incentive Options being exercised and must be accompanied by:

          (a)    the option certificate for those Incentive Options for cancellation by the
                 Company; and

          (b)    payment of the Exercise Price for each Share to be issued on exercise
                 of the Incentive Options specified in the notice.
 
           The notice is only effective (and only becomes effective) when the Company
           has received value for the full amount of the Exercise Price (for example, if
           the Exercise Price is paid by cheque, by clearance of that cheque) by the
           Expiry Date.

      1.9  The Company shall allot the resultant Shares and deliver the holding
           statements within 10 Business Days of the exercise of the Incentive Options.

      1.10 Incentive Options may be exercised into Shares to be held in the name of the
           Incentive Optionholder's nominee.

      1.11 The Incentive Options are transferable with Board approval. It is not intended
           that an application will be made to ASX for the quotation of the Incentive
           Options.

      1.12 Shares allotted pursuant to an exercise of Incentive Options shall rank, from
           the date of allotment, equally with existing Shares of the Company in all
           respects.

      1.13 The Company shall, in accordance with the Listing Rules, make application to
           have Shares allotted pursuant to an exercise of Incentive Options listed for
           official quotation on the ASX, if the Company is listed on the ASX at the time.

      1.14 The Incentive Optionholder is not entitled to participate in any new issue of
           securities to existing holders of Shares in the Company unless the Incentive
           Optionholder exercises the Incentive Options before the record date for the
           determination of entitlements to the new issue of securities and participates
           as a result of being a holder of Shares. The Company must give the
           Incentive Optionholder, in accordance with the Listing Rules, notice of any
           new issue of securities before the record date for determining entitlements to
           the new issue.

      1.15 If there is a bonus share issue (Bonus Issue) to the holders of Shares, the
           number of Shares over which an Incentive Option is exercisable will be
           increased by the number of Shares which the Incentive Optionholder would
           have received if the Incentive Option had been exercised before the record
           date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid
           up by the Company out of the profits or reserves (as the case may be) in the
           same manner as was applied in the Bonus Issue and upon issue rank pari
           passu in all respects with the other shares of that class on issue at the date of
           issue of the Bonus Shares.

      1.16 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares
           during the currency, and prior to the exercise, of any Incentive Options, the
           Exercise Price of an Incentive Option and the number of Shares over which
           the Incentive Options are exercisable will not be adjusted.

      1.17 If, prior to the expiry of any Incentive Options, there is a reorganisation of the
           issued capital of the Company, then the rights of the Incentive Optionholder
           (including the number of Incentive Options to which each Incentive
           Optionholder is entitled and the Exercise Price) is changed to the extent
           necessary to comply with the Listing Rules applying to a reorganisation of
           capital at the time of the reorganisation.

      1.18 The Incentive Options will not give any right to participate in dividends until
           Shares are allotted pursuant to the exercise of the relevant Incentive Options.

2.   Lapse of Incentive Options

      2.1   Incentive Options not validly exercised on or before the Expiry Date will
            automatically lapse.

      2.2   If at any time prior to the Expiry Date an Incentive Optionholder dies, the
            deceased Incentive Optionholder's legal personal representative may:

            (a)    elect to be registered as the new holder of the deceased Incentive
                   Optionholder's Incentive Options;

            (b)    whether or not he or she becomes so registered, exercise those
                   Incentive Options in accordance with and subject to these terms as if
                   he were the Incentive Optionholder of them; and

            (c)    if the deceased Incentive Optionholder had already given the
                   Company a notice of exercise of his or her Incentive Options, pay the
                   Exercise Price in respect of those Incentive Options.

      2.3   Subject to clause 2.4, and notwithstanding that the Board has discretion to
            waive this accelerated lapsing provision, in the event that the Incentive
            Optionholder resigns as an employee of the Company, or is terminated by the
            Company for any reason, the Incentive Options shall lapse 28 days following
            the resignation or removal.

      2.4   Clause 2.3 does not apply if any of the following change of control events
            occur subsequent to the grant of the Options but prior to the cessation of the
            Incentive Optionholder’s engagement with the Company:

            (a)    a party acquires a relevant interest in more than 50% of the Shares in
                   the Company under a scheme of arrangement between the Company
                   and its creditors or members or any class thereof pursuant to section
                   411 of the Corporations Act;

            (b)    a party acquires a relevant interest in more than 50% of the
                   Company’s ordinary Shares pursuant to a takeover bid; or

            (c)    a person or a group of associated persons becomes entitled to
                   sufficient Shares to give it or them the ability, in general meeting, to
                   replace all or a majority of the Board and such changes to the Board
                   are implemented.

              Should any of the above change of control events occur subsequent to the
              grant of the Options but prior to the cessation of the Incentive Optionholder’s
              engagement with the Company, the Options will not lapse within 28 days of
              the date of cessation of the Incentive Optionholder’s engagement with the
              Company and the respective Expiry Date referred to in clause 1.3 will apply.


                                Terms & Conditions
                             Class D Incentive Options
                              (4.2c, 7 February 2017)

1.  General

    1.1 No monies will be payable for the issue of the Incentive Options.

    1.2 Each Incentive Option shall carry the right, subject to any Shareholder approval
        required under the Corporations Act or the Listing Rules, to subscribe for one fully paid
        ordinary share in the capital of the Company (Share).

    1.3 Subject to these terms, the Incentive Options will automatically vest upon the
        completion of two consecutive years of full time employment with the Company
        (Vesting Date) and are exercisable at any time after the Vesting Date until 7 February
        2017 (Expiry Date).

    1.4 The Options are forfeited if the Incentive Optionholder’s employment with the
        Company ceases prior to the Options vesting.

    1.5 Incentive Options may be exercised in whole or in part in parcels. An exercise of only
        some Incentive Options shall not affect the rights of the party holding the Option
        (Incentive Optionholder) to the balance of the Incentive Options held by the Incentive
        Optionholder.

    1.6 The exercise price of each Class C Incentive Option is AU$0.042, being 135% of the 5
        day VWAP of Shares traded on the ASX as at 7 February 2014 (Exercise Price).

    1.7 The Exercise Price for the Incentive Options shall be payable in full on exercise of
        those Incentive Options.
    1.8 Incentive Options are only exercisable by the delivery to the registered office of the
        Company of a notice in writing. The notice must specify the number of Incentive
        Options being exercised and must be accompanied by:

       (a)    the option certificate for those Incentive Options for cancellation by the Company;
              and

       (b)    payment of the Exercise Price for each Share to be issued on exercise of the
              Incentive Options specified in the notice.

        The notice is only effective (and only becomes effective) when the Company
        has received value for the full amount of the Exercise Price (for example, if
        the Exercise Price is paid by cheque, by clearance of that cheque) by the
        Expiry Date.

    1.9 The Company shall allot the resultant Shares and deliver the holding statements within
        10 Business Days of the exercise of the Incentive Options.

   1.10 Incentive Options may be exercised into Shares to be held in the name of the Incentive
        Optionholder's nominee.

   1.11 The Incentive Options are transferable with Board approval. It is not intended that an
        application will be made to ASX for the quotation of the Incentive Options.

   1.12 Shares allotted pursuant to an exercise of Incentive Options shall rank, from the date
        of allotment, equally with existing Shares of the Company in all respects.

   1.13 The Company shall, in accordance with the Listing Rules, make application to have
        Shares allotted pursuant to an exercise of Incentive Options listed for official quotation
        on the ASX, if the Company is listed on the ASX at the time.

   1.14 The Incentive Optionholder is not entitled to participate in any new issue of securities to
        existing holders of Shares in the Company unless the Incentive Optionholder exercises
        the Incentive Options before the record date for the determination of entitlements to the
        new issue of securities and participates as a result of being a holder of Shares. The
        Company must give the Incentive Optionholder, in accordance with the Listing Rules,
        notice of any new issue of securities before the record date for determining entitlements
        to the new issue.

   1.15 If there is a bonus share issue (Bonus Issue) to the holders of Shares, the number of
        Shares over which an Incentive Option is exercisable will be increased by the number of
        Shares which the Incentive Optionholder would have received if the Incentive Option had
        been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus
        Shares must be paid up by the Company out of the profits or reserves (as the case may
        be) in the same manner as was applied in the Bonus Issue and upon issue rank pari
        passu in all respects with the other shares of that class on issue at the date of issue of
        the Bonus Shares.

   1.16 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the
        currency, and prior to the exercise, of any Incentive Options, the Exercise Price of an
        Incentive Option and the number of Shares over which the Incentive Options are
        exercisable will not be adjusted.

   1.17 If, prior to the expiry of any Incentive Options, there is a reorganisation of the issued
        capital of the Company, then the rights of the Incentive Optionholder (including the
        number of Incentive Options to which each Incentive Optionholder is entitled and the
        Exercise Price) is changed to the extent necessary to comply with the Listing Rules
        applying to a reorganisation of capital at the time of the reorganisation.

   1.18 The Incentive Options will not give any right to participate in dividends until Shares are
        allotted pursuant to the exercise of the relevant Incentive Options.

2       Lapse of Incentive Options

   2.1  Incentive Options not validly exercised on or before the Expiry Date will automatically
        lapse.

   2.2  If at any time prior to the Expiry Date an Incentive Optionholder dies, the deceased
        Incentive Optionholder's legal personal representative may:

        (a) elect to be registered as the new holder of the deceased Incentive Optionholder's
            Incentive Options;
        (b) whether or not he or she becomes so registered, exercise those Incentive Options in
            accordance with and subject to these terms as if he were the Incentive Optionholder
            of them; and

        (c) if the deceased Incentive Optionholder had already given the Company a notice of
            exercise of his or her Incentive Options, pay the Exercise Price in respect of those
            Incentive Options.

    2.3  Subject to clause 2.4, and notwithstanding that the Board has discretion to waive this
         accelerated lapsing provision, in the event that the Incentive Optionholder resigns as an
         employee of the Company, or is terminated by the Company for any reason, the
         Incentive Options shall lapse 28 days following the resignation or removal.

    2.4 Clause 2.3 does not apply if any of the following change of control events occur
        subsequent to the grant of the Options but prior to the cessation of the Incentive
        Optionholder’s engagement with the Company:

       (a)   a party acquires a relevant interest in more than 50% of the Shares in the Company
             under a scheme of arrangement between the Company and its creditors or members
             or any class thereof pursuant to section 411 of the Corporations Act;

       (b)   a party acquires a relevant interest in more than 50% of the Company’s ordinary
             Shares pursuant to a takeover bid; or

       (c)   a person or a group of associated persons becomes entitled to sufficient Shares to
             give it or them the ability, in general meeting, to replace all or a majority of the Board
             and such changes to the Board are implemented.

      Should any of the above change of control events occur subsequent to the grant of the
      Options but prior to the cessation of the Incentive Optionholder’s engagement with the
      Company, the Options will not lapse within 28 days of the date of cessation of the Incentive
      Optionholder’s engagement with the Company and the respective Expiry Date referred to
      in clause 1.3 will apply.

Date: 13/02/2014 08:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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