TIDMCZA
RNS Number : 0735P
Coal of Africa Limited
03 June 2015
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 (a) Shares
issued or to be (b) Unlisted Options
issued
2 Number of +securities (a) 144,000,000 Shares
issued or to be (b) 40,000,000 Unlisted
issued (if known) Options
or maximum number
which may be issued
3 Principal terms (a) Fully paid ordinary
of the +securities (b) 40,000,000 Options
(e.g. if options, exercisable on or before
exercise price 1 June 2016 at an exercise
and expiry date; price of ZAR0.3, vesting
if partly paid immediately
+securities, the
amount outstanding
and due dates
for payment; if
+convertible securities,
the conversion
price and dates
for conversion)
---------------------------------
4 Do the +securities (a) Yes
rank equally in (b) No
all respects from Options over unissued
the +issue date shares may only be exercised
with an existing in accordance with their
+class of quoted terms and conditions.
+securities? Upon conversion of the
options to shares, the
If the additional shares will rank equally
+securities do with existing 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 (a) GBP 7.92 million
consideration at an agreed value of
GBP 0.055 per share as
per the Subscription
Agreements entered into
between the Placees and
the Company on or about
26 August 2014 (and subsequently
amended on or about 17
December 2014)
(b) Nil
--------------------------------------
Purpose of the (a) Private placement
issue to settle various liabilities
6 (If issued as and meet working capital
consideration requirements.
for the acquisition (b) Private placement
of assets, clearly of Options issued to
identify those TMM (Pty) Ltd
assets)
----------------------------------------
Is the entity No
an +eligible entity
6a 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
----------------------------------------
The date the security N/A
holder resolution
6b under rule 7.1A
was passed
----------------------------------------
Number of +securities N/A
issued without
6c security holder
approval under
rule 7.1
----------------------------------------
Number of +securities N/A
issued with security
6d holder approval
under rule 7.1A
----------------------------------------
Number of +securities N/A
issued with security
6e holder approval
under rule 7.3,
or another specific
security holder
approval (specify
date of meeting)
----------------------------------------
Number of +securities N/A
issued under an
6f exception in rule
7.2
----------------------------------------
If +securities N/A
issued under rule
6g 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.
----------------------------------------
If +securities N/A
were issued under
6h rule 7.1A for
non-cash consideration,
state date on
which valuation
of consideration
was released to
ASX Market Announcements
----------------------------------------
Calculate the Rule 7.1 - 55,705,291
entity's remaining shares
6i issue capacity Rule 7.1A - N/A
under rule 7.1
and rule 7.1A
- complete Annexure
1 and release
to ASX Market
Announcements
----------------------------------------
7 +Issue dates 3 June 2015
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
-------------- ----------------
Number and +class
of all +securities
quoted on ASX
(including the
+securities in
8 section 2 if applicable) 1,743,568,613 Ordinary shares
-------------- ----------------
Number +Class
------------ ---------------------
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
1,441,061 30 November
2015
ESOP Options
2,500,000 exercisable
at ZAR7.60 on
or before 14
February 2017
3,500,000
ESOP Options
exercisable
at ZAR 1.75
2,670,000 on or before
30 June 2017
ESOP Options
3,932,928 exercisable
at ZAR 2.0 on
Number and +class or before 30
of all +securities June 2018
not quoted on 4,125,000
ASX (including Options exercisable
the +securities at ZAR0.3 on
in section 2 if or before 1
9 applicable) 40,000,000 June 2016
------------ ---------------------
10 Dividend policy N/A
(in the case of
a trust, distribution
policy) on the
increased capital
(interests)
-----------------------------------
Part 2 -- Pro rata issue
11 Is security holder N/A
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 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 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 offer
documents 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 +Issue 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 (a)
only
(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 N/A
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 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
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 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
June 2015
Company secretary
Print name: Tony Bevan
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13
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 securities
on issue 12 months
before the +issue date
or date of agreement
to issue 1,048,368,613
-------------------------------------------------------------- --------------
Add the following:
* Number of fully paid +ordinary securities issued in
that 12 month period under an exception in rule 7.2
* 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 551,000,000
-------------------------------------------------------------- --------------
Subtract the number Nil
of fully paid +ordinary
securities cancelled
during that 12 month
period
-------------------------------------------------------------- --------------
"A" 1,599,368,613
-------------------------------------------------------------- --------------
Step 2: Calculate 15% of "A"
---------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot
be changed]
------------------------------------------------------------- ------------------------------
Multiply "A" by 0.15 239,905,291
------------------------------------------------------------- ------------------------------
Step 3: Calculate "C", the amount of placement
capacity under rule 7.1 that has already been
used
---------------------------------------------------------------------------------------------
Insert number of +equity 144,200,000 shares
securities issued or 40,000,000 unlisted options
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" 184,200,000
------------------------------------------------------------- ------------------------------
Step 4: Subtract "C" from ["A" x "B"] to calculate
remaining placement capacity under rule 7.1
---------------------------------------------------------------------------------------------
"A" x 0.15
Note: number must be
same as shown in Step
2 239,905,291
------------------------------------------------------------- ------------------------------
Subtract "C"
Note: number must be
same as shown in Step
3 184,200,000
------------------------------------------------------------- ------------------------------
Total ["A" x 0.15] 55,705,291
- "C" [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" N/A
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 N/A
------------------------------------------------------------- -------------------------
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" N/A
------------------------------------------------------------- -------------------------
Step 4: Subtract "E" from ["A" x "D"] to
calculate remaining placement capacity under
rule 7.1A
------------------------------------------------------
"A" x 0.10
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] N/A
- "E" Note: this is the remaining
placement capacity
under rule 7.1A
----------------------- -----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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