18 Sep 2008 08:00
18 September 2008
CERAMIC FUEL CELLS LIMITED
Issue of Options
Further to the announcement of 28 August 2008, Ceramic Fuel Cells Limited, (AIM / ASX: CFU) announces that the option certificates over 3,569,230 shares (with an exercise price of A$0.45) in the Company have now been dispatched to employees. The ASX rules require this to be announced via Form 3B, which is duplicated below.
Andrew Neilson
Company Secretary
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
| Name of entity |
| Ceramic Fuel Cells Limited |
| ABN |
| 82 055 736 671 |
We (the entity) give ASX the following information.
Part 1 ߛ 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 | Unlisted options | |||||
| 2 | Number of securities issued or to be issued (if known) or maximum number which may be issued | 3,569,230 | |||||
| 3 | Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) | 3,284,230 options issued to staff: Exercise Price of A$0.45, which is equal to the average of CFCL's closing price on ASX for the month of June 2008. Issue Date is 28 August 2008. Exercise Period is 28 August 2009 - 27 August 2018. 285,000 options issued to Managing Director Brendan Dow: Exercise Price of A$0.112, calculated by applying a discount factor to the market price for June 2008, based on the 'at risk' component of Mr Dow's total remuneration. Issue Date is 28 August 2008. Exercise Period is 28 August 2008 - 27 August 2012. | |||||
| 4 | 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 | No - only fully paid ordinary shares are quoted. | |||||
| 5 | Issue price or consideration | Nil | |||||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | Issued to employees under the CFCL Directors and Employee Benefits Plan. | |||||
| 7 | Dates of entering securities into uncertificated holdings or despatch of certificates | 16 September 2008 | |||||
| Number | Class | ||||||
| 8 | Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable) | 344,745,674 | Fully paid ordinary shares | ||||
| Number | Class | ||
| 9 | Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable) | See schedule 1 | |
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Not applicable | |
Part 2 ߛ Bonus issue or pro rata issue
| 11 | Is security holder approval required? | N/A |
| 12 | Is the issue renounceable or non-renounceable? | N/A |
| 13 | Ratio in which the securities will be offered | N/A |
| 14 | Class of securities to which the offer relates | N/A |
| 15 | Record date to determine entitlements | N/A |
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | N/A |
| 17 | Policy for deciding entitlements in relation to fractions | N/A |
| 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. | N/A |
| 19 | Closing date for receipt of acceptances or renunciations | N/A |
| 20 | Names of any underwriters | N/A |
| 21 | Amount of any underwriting fee or commission | N/A |
| 22 | Names of any brokers to the issue | N/A |
| 23 | Fee or commission payable to the broker to the issue | N/A |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | N/A |
| 25 | If the issue is contingent on security holders' approval, the date of the meeting | N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled | N/A |
| 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 | N/A |
| 28 | Date rights trading will begin (if applicable) | N/A |
| 29 | Date rights trading will end (if applicable) | N/A |
| 30 | How do security holders sell their entitlements in full through a broker? | N/A |
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | N/A |
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | N/A |
| 33 | Despatch date | N/A |
Part 3 ߛ 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 | N/A |
| 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 | N/A | ||
| 39 | Class of securities for which quotation is sought | N/A | ||
| 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 | N/A | ||
| 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) | N/A | ||
| Number | Class | |||
| 42 | Number and class of all securities quoted on ASX (including the securities in clause 38) | N/A | ||
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.
Signed Date: 18 September 2008
Print name: Andrew Neilson
Schedule 1 - Ceramic Fuel Cells Limited securities not quoted on ASX
As at 18 September 2008
Share Options issued under the CFCL Share Option Plan and Directors and Employee Benefits Plan:
| Grant Date | Expiry Date | Exercise price $ | Balance At 18 Sep 2008 | Exercisable At 18 Sep 2008 |
| 15 May 2000 | 14 May 2010 | 1.50 | 60,000 | 60,000 |
| 25 Jul 2000 | 24 Jul 2010 | 1.50 | 135,000 | 135,000 |
| 23 Feb 2001 | 22 Feb 2011 | 1.50 | 1,000 | 1,000 |
| 27 Jul 2001 | 26 Jul 2011 | 1.50 | 3,000 | 3,000 |
| 6 May 2004 | 5 May 2014 | 2.01 | 170,000 | 170,000 |
| 1 Sep 2004 | 31 Aug 2014 | 0.77 | 30,000 | 30,000 |
| 12 Oct 2005 | 11 Oct 2015 | 0.58 | 351,700 | - |
| 9 Aug 2006 | 8 Aug 2016 | 0.61 | 150,000 | 150,000 |
| 24 Aug 2006 | 23 Aug 2016 | 0.59 | 577,920 | 577,920 |
| 26 Oct 2006 | 26 Oct 2010 | 0.2799 | 200,000 | 200,000 |
| 29 Aug 2007 | 28 Aug 2017 | 1.02 | 3,530,060 | 3,530,060 |
| 29 Aug 2007 | 28 Aug 2017 | 1.00 | 100,000 | 100,000 |
| 4 Dec 2007 | 3 Dec 2011 | 0.695 | 285,000 | 285,000 |
| 4 Dec 2007 | 3 Dec 2011 | 1.02 | 400,000 | - |
| 28 Mar 2008 | 27 Mar 2018 | 0.46 | 2,039,400 | - |
| 28 Aug 2008 | 27 Aug 2018 | 0.45 | 3,284,230 | - |
| 28 Aug 2008 | 27 Mar 2012 | 0.112 | 285,000 | 285,000 |
| Total Number of Options | 11,602,310 | 5,526,980 | ||
ENDS
For further information please contact:
| Ceramic Fuel Cells | |
| Andrew Neilson | Tel: +61 419 950 771 |
| Email: investor@cfcl.com.au | |