Microsoft Word - 23 Apr 15 - Appendix 3B Final
Appendix 3B New issue announcement
Appendix 3B
New issue announcement,
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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: SANDFIRE RESOURCES NL ('SFR NL')
ABN: 55 105 154 185
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 Performance rights
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
294,458
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).
On vesting, each performance right entitles the holder to one fully paid ordinary share.
Vesting of the performance rights is subject to satisfaction of performance conditions and otherwise subject to the rules of the SFR NL Long Term Incentive Plan.
The performance conditions will measure SFR NL's total shareholder return performance against a comparator group of companies over the performance period, being 1 July 2015 to 30 June 2018.
Performance rights that vest may be exercised without payment of an exercise price. The performance rights will expire on 1 July 2018. Rights that do not vest will lapse.
+ See chapter 19 for defined terms.
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Appendix 3B New issue announcement
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 - the performance rights do not carry the right to vote, receive dividends or any other rights of an ordinary shareholder.
If the performance rights vest in accordance with their terms, holders will receive one fully paid ordinary
share for each vested right.
5 Issue price or consideration The performance rights were issued for nil consideration.
The number of performance rights granted was calculated based on the Volume Weighted Average Price (VWAP) for SFR NL shares traded during the 5 trading days immediately prior to the grant date, being 20 April 2015. The VWAP was $4.3706 per share.
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
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
The issue of the performance rights was made to senior executives under the SFR NL Long Term Incentive Plan.
No.
6b The date the security holder resolution under rule 7.1A was passed
6c Number of +securities issued without security holder approval under rule 7.1
6d Number of +securities issued with security holder approval under rule 7.1A
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. N/A. N/A. N/A.
6f Number of securities issued under an exception in rule 7.2
N/A.
+ See chapter 19 for defined terms.
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Appendix 3B New issue announcement
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.
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.
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.
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.
The performance rights were allotted on 23 April
2015.
8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
The Company does not have a dividend policy.
+ See chapter 19 for defined terms.
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Part 2 - Bonus issue or pro rata issue
11 Is security holder approval required?
Appendix 3B New issue announcement
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
+ See chapter 19 for defined terms.
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26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement 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
Appendix 3B New issue announcement
(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.
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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 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
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)
Appendix 3B New issue announcement
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 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: Matthew Fitzgerald Date: 23 April 2015
Joint Company Secretary
+ See chapter 19 for defined terms.
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