Last checked at 3 Dec 2013 14:00
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 |
Coal of Africa Limited |
ABN |
98 008 905 388 |
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
| Unlisted Options |
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2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued
| Total of 8,057,928
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3 | Principal terms of the +securities (e.g. 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) | 3,932,928 Options exercisable on or before 30 June 2017 at an exercise price of ZAR1.75 with two thirds vesting immediately and one third vesting on 1 July 2014.
4,125,000 Options exercisable in three instalments of 1,375,000 options on each of 1 June 2014, 1 June 2015 and 1 June 2016 at an exercise price of ZAR2.0. The expiry date for the options is 1 June 2018. |
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4 | Do the +securities rank equally in all 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 | No
Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the options to shares, the shares will rank with existing shares. |
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5 | Issue price or consideration
| Nil |
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6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| Options granted to employees pursuant to the Company's Employee Share Option Plan approved by shareholders at the Company's Annual General Meeting held on 22 November 2013. | |||
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6a | Is the entity an +eligible entity 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 | No | |||
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6b | The date the security holder resolution under rule 7.1A was passed | N/A | |||
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6c | Number of +securities issued without security holder approval under rule 7.1 | N/A | |||
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6d | Number of +securities issued with security holder approval under rule 7.1A | N/A | |||
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6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
| N/A | |||
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6f | Number of +securities issued under an exception in rule 7.2 | N/A | |||
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6g | If +securities issued under rule 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. | N/A | |||
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6h | If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | N/A | |||
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6i | Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements | N/A | |||
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7 | +Issue dates 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. | 3 December 2013 | |||
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Number | +Class | ||||
8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
| 1,048,368,613 | Fully paid ordinary shares | ||
| Number | +Class |
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9 | Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
| 818,500
1
3,000,000
1,441,061
2,500,000
3,500,000
2,670,000
| Class K Options exercisable at A$1.90 on or before 30 June 2014
Option to subscribe for 50 million ordinary shares for 60 pence each between 1 November 2010 and 1 November 2014, as approved by shareholders on 22 April 2010
Class J Options exercisable at A$2.74 on or before 30 November 2014
ESOP Options exercisable at A$1.40 on or before 30 September 2015
Class C Options exercisable at A$1.20 on or before 9 November 2015
Class L Options exercisable at 25 pence on or before 30 November 2015
ESOP Options exercisable at ZAR7.60 on or before 14 February 2017 | |
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10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Not applicable |
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Part 2 - Deleted Not Applicable
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)
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(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 | |
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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 | |
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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 |
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39 | +Class of +securities for which quotation is sought
| N/A |
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40 | Do the +securities rank equally in all 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 | N/A |
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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 |
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Number | +Class | |||
42 | Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
| N/A | N/A | |
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.
Sign here: ............................................................ Date: 3 December 2013
(Director/Company secretary)
Print name: Tony Bevan
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Appendix 3B - Annexure 1
DELETED - NOT APPLICABLE