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KORE POTASH PLC - CDI Monthly Movement

Release Date: 06/03/2019 09:00
Code(s): KP2     PDF:  
 
Wrap Text
CDI Monthly Movement

Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code:KP2
ISIN: GB00BYP2QJ94
(“Kore Potash” or the “Company”)
                                          CDI Monthly Movement

Kore Potash advises the following movements in CDIs over its ordinary shares from 13 February 2019 to 28
February 2019:


Balance – 13 February 2019                        230,879,152)

Net Movement *                                        (660,919)

Balance – 28 February 2019                        230,218,233)


* Increase/(Decrease) in the number of CDIs quoted on ASX as a result of transfers between CDIs quoted
on ASX and ordinary shares quoted on AIM and JSE, as required by the ASX to be reported on a minimum
monthly basis.

A copy of the Appendix 3B lodged with the ASX reflecting the movement is attached below.

6 March 2019
JSE Sponsor: Rencap Securities (Pty) Limited

                                                    ENDS
             For further information, please visit www.korepotash.com or contact:


 Kore Potash                                                      Tel: +27 11 469 9140
 Brad Sampson – CEO

 Tavistock Communications                                         Tel: +44 (0) 20 7920 3150
 Jos Simson
 Edward Lee

 Canaccord Genuity – Nomad and Broker                             Tel: +44 (0) 20 7523 4600
 Martin Davison
 James Asensio
                                                                                                                           Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                            Appendix 3B
                                       New issue announcement,
                            application for quotation of additional securities
                                             and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given
to ASX become ASX’s property and may be made public.
Introduced 01/07/96   Origin: Appendix 5   Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13




   Name of entity
   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                    CHESS Depositary Interests corresponding
                                                                               to fully paid ordinary shares (CDIs)



   2       Number of +securities issued or to be issued                       CDIs:
           (if known) or maximum number which may
           be issued                                                          As at 13 February 2019                                230,879,152)

                                                                              Net transfers *                                           (660,919)

                                                                              As at 28 February 2019                                230,218,233)


                                                                              * Transfers between CDIs quoted on ASX and
                                                                              ordinary shares quoted on AIM and JSE


   3       Principal terms of the +securities (e.g. if                         Increase/(Decrease) in the number of CDIs
           options, exercise price and expiry date; if                         quoted on ASX as a result of transfers
           partly paid +securities, the amount                                 between CDIs quoted on ASX and ordinary
           outstanding and due dates for payment; if                           shares quoted on AIM and JSE, as required to
           +convertible securities, the conversion price                       be reported on a minimum monthly basis.
           and dates for conversion)




+ See chapter 19 for defined terms.

Appendix 3B Page 2                                                                                                      04/03/2013
  4       Do the +securities rank equally in all            Yes
          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

  5       Issue price or consideration                      Nil


  6       Purpose of the issue                              Notification to ASX of the movement of CDIs quoted
          (If issued as consideration for the               on ASX and ordinary shares quoted on AIM and JSE.
          acquisition of assets, clearly identify those
          assets)


  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 security        N/A
          holder approval under rule 7.1A

  6e      Number of +securities issued with security        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




+ See chapter 19 for defined terms.

04/03/2013                                                                      Appendix 3B Page 3
  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                            N/A
          capacity under rule 7.1 and rule 7.1A –
          complete Annexure 1 and release to ASX
          Market Announcements

  7       +Issue   dates                                                    Movements from 13 February 2019 to 28 February 2019
          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           +securities
                                               quoted                       230,218,233    Chess Depository Interests at a ratio of
          on ASX (including the +securities in section                                     1 CDI representing 1 fully paid ordinary
          2 if applicable)                                                                 share as issued on the ASX (noting that
                                                                                           an additional 632,521,456 ordinary
                                                                                           shares are at 28 February 2019 quoted
                                                                                           on either the AIM market of the
                                                                                           London Stock Exchange or the
                                                                                           Johannesburg Stock Exchange).


                                                                            Number         +Class

  9       Number and           +class
                                 of all          not +securities            50,000,000     Unlisted Options exercisable at AUD
          quoted on ASX (including the +securities in                                      0.30 each expiring 15 Nov 2019
          section 2 if applicable)
                                                                            2,255,000      Performance Rights expiring 6
                                                                                           December 2020 (Emp)

                                                                            5,881,250      Performance Rights expiring 1 March
                                                                                           2021 (Dir)

                                                                            660,000        Performance Rights vesting on 31 May
                                                                                           2019 (Dir)

                                                                            1,405,000      Performance Shares vesting on 31 May
                                                                                           2019

                                                                            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

+ See chapter 19 for defined terms.

Appendix 3B Page 4                                                                                       04/03/2013
                                                                13,144,659   Equity Warrants exercisable at A$0.30
                                                                             each expiring 29 March 2021

                                                                4,500,000    Performance Rights expiring 22 May
                                                                             2022 (Dir)

                                                                4,000,000    Unlisted Options exercisable at £0.11
                                                                             each expiring on 27 June 2020

                                                                17,200,000   Unlisted Options exercisable at £0.11
                                                                             each expiring on 27 June 2028


  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   determine         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



+ See chapter 19 for defined terms.

04/03/2013                                                                        Appendix 3B Page 5
  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

  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




+ See chapter 19 for defined terms.

Appendix 3B Page 6                                   04/03/2013
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.

04/03/2013                                                                                              Appendix 3B Page 7
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

  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.

Appendix 3B Page 8                                                               04/03/2013
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.


                        [ signed electronically ]
Sign here:            ............................................................Date: 6 March 2019
                      Joint Company Secretary

Print name:           Henko Vos

                                                             == == == == ==




+ See chapter 19 for defined terms.

04/03/2013                                                                                             Appendix 3B Page 9

Date: 06/03/2019 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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