Rule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities and agreementInformation 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
SIMS METAL MANAGEMENT LIMITEDABN
69 114 838 630
We (the entity) give ASX the following information.
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of
+securities
issued or to be issue
(1) Performance rights and restricted stock units [SGMAI] (2)
Options exp 17/06/2016 [SGMAK]
(3) Options exp 17/12/ 2016 [SGMAK]
(4) Restricted stock units [SGMAI]
2 Number of
+securities
issued or to be issued (if known) or maximum number which may be issued
(1) (14,021) (2) (6,628) (3) (3,429)
(4) 9,038
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement3 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)
(1) - (3) N/A
(4) Under the Sims Metal Management Long Term Incentive Plan
("SimsMM Plan"), participants may be granted restricted stock
units ("RSUs"), which are the right to receive an ordinary
share or American Depositary Share ("ADS") in the entity upon
satisfaction of vesting conditions for a nil issue price. In
respect of this particular grant made to an executive, for
the RSUs to vest, and ADSs be issued, which they may do in
equal instalments annually on 17
January 2013, 2014, and 2015 respectively (the "Vesting
Dates"), the participant must remain in the employ of the
entity or a related party, or have ceased to be an employee
as a result of a 'qualifying cessation', on the respective
Vesting Dates.
+ See chapter 19 for defined terms.
Appendix 3B Page 2 24/10/2005
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
(1) - (4) N/A
5 Issue price or consideration (1) - (3) N/A
(4) Nil
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
(1) - (3) Forfeiture and cancellation of performance
rights/restricted stock units and options under the SimsMM
Plan following the termination of employment of a
participant.
(4) Issue of restricted stock units under the SimsMM Plan.
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 3
Appendix 3B New issue announcement7 Dates of entering +securities into uncertificated holdings or despatch of certificates
N/A
8 Number and +class of all
+securities quoted on ASX (including the securities in clause
2 if applicable)
+ See chapter 19 for defined terms.
Appendix 3B Page 4 24/10/2005
9 Number and +class of all
+securities not
quoted on ASX (including
Number_
3,553,606
+Class
performance rights and restricted stock units [SGMAI]
(this is the maximum number of ordinary shares and ADSs,
collectively, which may be issued pursuant to the performance
rights and restricted stock units assuming that the
performance hurdles are met under the SimsMM Plan or the
former Sims Metal Management Long Term Incentive Plan or
individual contracts.
the
securities in clause
2 if applicable
)
615,000
options [SGMAK]
(issued to certain executives that were formerly executives
of Metal Management Inc ("MMI") under the former MMI 2002
Incentive Plan and that are outstanding under the Sims Metal
Management Limited Transition Incentive Stock Plan - this is
the maximum number of ordinary shares which may be issued
pursuant to the exercise of options.
45,145
options exp 24/11/ 2015 [SGMAK]
(issued to executive directors pursuant to the SimsMM Plan -
this is the maximum number of ordinary shares and ADSs,
collectively, which may be issued pursuant to the exercise of
options).
316,949
options exp 2/04/2016 [SGMAK]
(issued to certain executives pursuant to the SimsMM Plan -
this is the maximum number of ordinary shares and ADSs,
collectively, which may be issued pursuant to the exercise of
options).
888,702
options exp 17/06/2016 [SGMAK]
(issued to certain executives pursuant to the SimsMM Plan -
this is the maximum number of ordinary shares and ADSs,
collectively, which may be issued pursuant to the exercise of
options).
7,121
options exp 22/10/2016 [SGMAK]
(issued to executive pursuant to the SimsMM Plan - this is
the maximum number of ordinary shares and ADSs, collectively,
which may be issued pursuant to the exercise of options)
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 5
Appendix 3B New issue announcement
408,146
options exp 23/11/ 2016 [SGMAK]
(issued to certain executives, including the executive
director, pursuant to the SimsMM Plan - this is the maximum
number of ordinary shares and ADSs, collectively, which may
be issued pursuant to the exercise of options).
520,610
options exp 17/12/ 2016 [SGMAK]
(issued to certain executives, including the executive
director, pursuant to the SimsMM Plan - this is the maximum
number of ordinary shares and ADSs, collectively, which may
be issued pursuant to the exercise of options).
203,908
options exp 22/11/ 2017 [SGMAK]
(issued to executive pursuant to the SimsMM Plan - this is
the maximum number of ADSs which may be issued pursuant to
the exercise of options)
820,439
options exp 30/11/2017 [SGMAK]
(issued to executives pursuant to the SimsMM Plan - this is
the maximum number of ordinary shares and ADSs, collectively,
which may be issued pursuant to the exercise of options)
16,499
options exp 17/12/2017 [SGMAK]
(issued to executive pursuant to the SimsMM Plan - this is
the maximum number of ADSs which may be issued pursuant to
the exercise of options)
1,559,665
options exp 11/11/2018 [SGMAK]
(issued to executive pursuant to the SimsMM Plan - this is
the maximum number of ordinary shares and ADSs, collectively,
which may be issued pursuant to the exercise of options)
+ See chapter 19 for defined terms.
Appendix 3B Page 6 24/10/2005
10 Dividend policy (in the case of a trust, distributio n policy) on the increased capital (interests)
No change
Part 2 - Bonus issue or pro rata issue11 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
+ See chapter 19 for defined terms.
1/1/2003 Appendix 3B Page 7
Appendix 3B New issue announcement20 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
+ See chapter 19 for defined terms.
Appendix 3B Page 8 1/1/2003
32 How do +security holders dispose of their entitlements (except by sale through a broker)?
N/A
33 +Despatch date N/A
Part 3 - Quotation of securitiesYou 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 securitiesTick 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.
24/10/2005 Appendix 3B Page 9
Appendix 3B New issue announcement 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
42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)
Quotation agreement1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
+ See chapter 19 for defined terms.
Appendix 3B Page 10 1/1/2003
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: 23/1/2012 (Company secretary)
Print name: Frank Moratti
== == == == ==
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 11
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Documents associés | |
Appendix 3B |