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TAWANA RESOURCES NL - Section 708 Notice

Release Date: 31/07/2014 10:32:00      Code(s): TAW       PDF(s):  
Section 708 Notice

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 fully paid ordinary shares in the capital of the Company and 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

31 July 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           (i)       Fully Paid Ordinary Shares
       or to be issued                        (ii)      Class E Incentive Options (3.2 cents, 2
                                                        Jun 2017)


 2     Number      of +securities             (i)       10 million Fully Paid Ordinary Shares
       issued or to be issued (if             (ii)      5 million Class E Incentive Options (3.2
       known) or maximum number                         cents, 2 Jun 2017)
       which may be issued


 3     Principal    terms     of  the         (i)       Fully Paid Ordinary Shares
       +securities (eg, if options,           (ii)      Terms and conditions of the Class E
       exercise price and expiry                        Incentive Options are attached.
       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         (i)      Yes.
       in all respects from the date of        (ii)     No – the Class E Incentive Options
       allotment with an existing                       represent a new class of security.
       +class of quoted +securities?

                                                        Shares issued upon the exercise of the
       If the additional securities do
       not rank equally, please state:                  incentive options will rank equally with
       * the date from which they do                    existing fully paid ordinary shares.
       * 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              (i)      $0.0001 per fully paid ordinary share
                                                        upon the exercise of 10,000,000 Class A
                                                        Performance Options.
                                               (ii)     Incentive Options were issued for nil
                                                        cash consideration as part of the
                                                        remuneration package offered to a
                                                        Company employee.




6    Purpose of the issue                      (i)      Shares issued upon the exercise of
     (If issued as consideration for                    10,000,000    Class    A   Performance
     the acquisition of assets, clearly                 Options which were approved by
     identify those assets)                             Shareholders at the General Meeting
                                                        held on 12 December 2013 and which
                                                        vested on 22 July 2014.
                                               (ii)     Incentive Options were issued as part of
                                                        the remuneration package offered to a
                                                        Company employee.


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              27 May 2014
     resolution under rule 7.1A was
     passed


6c   Number of +securities issued              5 million Class E Incentive Options (3.2 cents, 2
     without security holder approval          Jun 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               10,000,000 Fully Paid Ordinary Shares
     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          216,287,558 remaining under LR7.1
     issue capacity under rule 7.1
     and rule 7.1A – complete                  147,525,039 remaining under LR7.1A
     Annexure 1 and release to ASX
     Market Announcements


7    Dates of entering +securities             31/07/2014
     into uncertificated holdings or
     despatch of certificates



                                               Number                 +Class

8    Number and +class of all                  1,475,250,387         Ordinary Fully Paid
     +securities quoted on ASX                                       Shares
     (including the securities in
     section 2 if applicable)




                                               Number                 +Class

 9     Number and +class of all                5,000,000    Options (5c, 9 Sept 2014)
       +securities not quoted on ASX           1,250,000    Options (5c, 10 Nov 2015)
       (including the securities in            28,500,00    Options (3.6c, 30 April 2015)
       section 2 if applicable)                        0    Options (1.8c, 12 Dec 2016)
                                               10,000,00    Class B Performance Options
                                                       0
                                                            Class C Performance Options
                                               10,000,00
                                                            Class A Incentive Options
                                                       0
                                                                    (1.5c, 12 Dec 2016)
                                               10,000,00
                                                       0    Class B Incentive Options
                                               30,750,00            (4.6c, 12 Dec 2016)
                                                       0    Class C Incentive Options
                                                                    (3.9c, 20 Jan 2017)
                                               10,000,00    Class E Incentive Options
                                                       0            (3.2c, 2 June 2017)

                                               1,000,000

                                               5,000,000

 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
       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 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 +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 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)



                                                 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
      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: 31 July 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 ordinary                                                          926,629,043
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:                                                          13/08/2013         50,000,000
 •   Number of fully paid ordinary securities                                18/10/2013        244,000,000
     issued in that 12 month period under an
                                                                             18/12/2013          5,000,000
     exception in rule 7.2
                                                                              6/03/2014         25,750,000
 •   Number of fully paid ordinary securities
     issued in that 12 month period with                                     14/04/2014        200,000,000
     shareholder approval
                                                                             13/05/2014         13,871,344
 •   Number of partly paid ordinary
                                                                             31/07/2014         10,000,000
     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”                                                                                          1,475,250,387

 Step 2: Calculate 15% of “A”

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

 Multiply “A” by 0.15                                                                          221,287,558
 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:
                                                                 31/07/2014       5,000,000
 •   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”                                                                              5,000,000

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

 “A” x 0.15                                                                     221,287,558
 Note: number must be same as shown in
 Step 2

 Subtract “C”                                                                     5,000,000
 Note: number must be same as shown in
 Step 3

 Total [“A” x 0.15] – “C”                                                       216,287,558
                                                [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”                                                                          1,475,250,387
 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                                                            147,525,039

 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                                                                      147,525,039
 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”                                                        147,525,039
                                                 Note: this is the remaining placement
                                                 capacity under rule 7.1A


                                         Terms & Conditions
                                      Class E Incentive Options


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 2 June
                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 E Incentive Option will be 135% of the 5 day VWAP
         of Shares traded on the ASX as at 2 June 2014, being 3.2 cents (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:

             elect to be registered as the new holder of the deceased Incentive

             (a)     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 termination.

     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: 31/07/2014 10:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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