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SIMS LIMITED — Capital/Financing Update 2013
May 30, 2013
65780_rns_2013-05-30_20d2f40c-a223-40ee-8c46-f446911129f7.pdf
Capital/Financing Update
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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
Name of entity
SIMS METAL MANAGEMENT LIMITED
ABN
69 114 838 630
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 | +Classof+securitiesissued or tobe issued | (1) Restricted stock units [SGMAI](2) Performance rights/ Restricted stock units [SGMAI](3) Options exp various dates [SGMAK] |
|---|---|---|
| 2 | Numberof+securitiesissued or tobe issued (ifknown)ormaximumnumber | (1) 2,828(2) (166,329)(3) (298,967) |
| whichmaybe issued |
+ See chapter 19 for defined terms.
| 3 | Principalterms of the+securities(eg,if | (1) Under the Sims Metal Management Long Term Incentive Plan ("SimsMMPlan"), participants may be granted restricted stock units ("RSUs"), which are the |
|---|---|---|
| options,exercise | right to receive an ordinary share or American Depositary Share ("ADS") in theentity upon satisfaction of vesting conditions for a nil issue price. In respect ofthis particular grant, for the RSUs to vest, and ADSs be issued, which they may | |
| priceandexpiry date;if partly paid | do in equal instalments annually on 13 May 2014, 2015, and 2016 respectively(the "Vesting Dates"), the participant must remain in the employ of the entity or a | |
| +securities,theamountoutstanding | related party, or have ceased to be an employee as a result of a 'qualifyingcessation', on the respective Vesting Dates. | |
| andduedatesfor | (2) N/A | |
| payment;if+convertiblesecurities, | (3) N/A | |
| theconversion | ||
| priceanddatesforconversion) | ||
+ See chapter 19 for defined terms.
| 4 | Do the +securities rank equally inallrespectsfromthedateofallotment with an existing +class ofquoted +securities? | N/A |
|---|---|---|
| If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment | ||
| 5 | Issue price or consideration | Nil |
| 6 | Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) | (1) Issue of restricted stock units under theSimsMM Plan.(2) - (3) Forfeiture and subsequent cancellationof performance rights, restricted stock units andoptions under the SimsMM Plan. |
| 6a | Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities the | N/A |
| subject of this Appendix 3B, andcomply with section 6i | ||
| 6b | Thedatethesecurityholderresolution under rule 7.1A waspassed | |
| 6c | +securitiesNumberofissuedwithout security holder approvalunder rule 7.1 |
+ See chapter 19 for defined terms.
Appendix 3B New issue announcement
- 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)
- 6f Number of securities issued under an exception in rule 7.2
- 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.
- 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
- 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
- 7 Dates of entering +securities into uncertificated holdings or despatch of certificate
N/A
- See chapter 19 for defined terms.
| Number | +Class | ||
|---|---|---|---|
| 8 | +classNumberandofall+securitiesquotedonASX(including the securities in section2 if applicable) | 204,309,387 | Fullypaidordinaryshares |
+ See chapter 19 for defined terms.
| Number | +Class | ||
|---|---|---|---|
| 9 | +classNumberandofall+securities not quoted on ASX(includingthesecuritiesin | 4,597,701 | performance rights and restricted stock units[SGMAI](this is the maximum number of ordinary shares |
| section 2 if applicable) | and ADSs, collectively, which may be issuedpursuant to the performance rights and restrictedstock units assuming that the performance hurdlesare metunder the SimsMM Plan or the formerSims Metal Management Long Term IncentivePlan or individual contracts. | ||
| 492,000_ | options [SGMAK](issued to certain executives that were formerlyexecutives of Metal Management Inc ("MMI")under the former MMI 2002 Incentive Plan andthatareoutstandingundertheSimsMetalManagement Limited Transition Incentive StockPlan - this is the maximum number of ordinaryshares which may be issued pursuant to theexercise of options. | ||
| 45,145 | options exp 24/11/ 2015 [SGMAK](issued to executive directors pursuant to theSimsMM Plan - this is the maximum number ofordinary shares and ADSs, collectively, whichmay be issued pursuant to the exercise of options). | ||
| ________273,999 | _____________________________________options exp 2/04/2016 [SGMAK](issued to certain executives pursuant to theSimsMM Plan - this is the maximum number ofordinary shares and ADSs, collectively, whichmay be issued pursuant to the exercise of options). | ||
| ________850,946 | _____________________________________options exp 17/06/2016 [SGMAK](issued to certain executives pursuant to theSimsMM Plan - this is the maximum number ofordinary shares and ADSs, collectively, whichmay be issued pursuant to the exercise of options). |
+ See chapter 19 for defined terms.
| ________ | ______________________________________ |
|---|---|
| 4,747________ | options exp 22/10/2016 [SGMAK](issued to executive pursuant to the SimsMM Plan -this is the maximum number of ordinary shares andADSs, collectively, which may be issued pursuantto the exercise of options)______________________________________ |
| 370,915________ | options exp 23/11/ 2016 [SGMAK](issuedtocertainexecutives,includingtheexecutive director, pursuant to the SimsMM Plan -this is the maximum number ofordinary shares and ADSs, collectively, which maybe issued pursuant to the exercise of options). |
| 501,214________ | options exp 17/12/ 2016 [SGMAK](issuedtocertainexecutives,includingtheexecutive director, pursuant to the SimsMM Plan -this is the maximum number ofordinary shares and ADSs, collectively, which maybe 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 maybe issued pursuant to the exercise of options)______________________________________ |
| 723,789________ | options exp 30/11/2017 [SGMAK](issued to executives pursuant to the SimsMM Plan- this is the maximum number of ordinary sharesand ADSs, collectively, which may be issuedpursuant 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 maybe issued pursuant to the exercise of options)______________________________________ |
| 1,338,750________ | options exp 11/11/2018 [SGMAK](issued to executive pursuant to the SimsMM Plan -this is the maximum number of ordinary shares andADSs, collectively, which may be issued pursuantto the exercise of options)______________________________________ |
| 2,300,083 | options exp 16/11/2019 [SGMAK](issued to executive pursuant to the SimsMM Plan -this is the maximum number of ordinary shares andADSs, collectively, which may be issued pursuantto the exercise of options) |
| 10 | Dividend policy (in the case of a | |
|---|---|---|
| trust, distribution policy) on the | ||
| increased capital (interests) |
No change
Part 2 - Bonus issue or pro rata issue
| 11 | Issecurityholderapprovalrequired? | N/A |
|---|---|---|
| 12 | Is the issue renounceable or non | N/A |
| renounceable? | ||
| 13 | Ratio in which the +securities will | N/A |
| be offered | ||
| 14 | +Class of +securities to which theoffer relates | N/A |
| 15 | +Recorddatetodetermine | N/A |
| entitlements | ||
| 16 | Will holdings on different registers(or subregisters) be aggregated for | N/A |
| calculating entitlements? | ||
| 17 | Policy for deciding entitlements in | N/A |
| relation to fractions | ||
| 18 | Names of countries in which theentity has +security holders who | N/A |
| willnotbesentnewissuedocuments | ||
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| Cross reference: rule 7.7. | ||
| 19 | Closingdateforreceiptofacceptances or renunciations | N/A |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | N/A |
|---|---|---|
| 21 | Amount of any underwriting fee orcommission | N/A |
| 22 | Names of any brokers to the issue | N/A |
| 23 | Fee or commission payable to thebroker to the issue | N/A |
| 24 | Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders | N/A |
| 25 | Iftheissueiscontingenton+securityholders'approval,thedate of the meeting | N/A |
| 26 | Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled | N/A |
| 27 | If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders | N/A |
| 28 | Date rights trading will begin (ifapplicable) | N/A |
| 29 | Date rights trading will end (ifapplicable) | N/A |
| 30 | How do +security holders sell theirentitlementsinfullthroughabroker? | N/A |
| 31 | How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance? | N/A |
+ See chapter 19 for defined terms.
| 32 | How do +security holders disposeof their entitlements (except by salethrough a broker)? | N/A |
|---|---|---|
| 33 | +Despatch date | N/A |
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
| (b) | All other securities |
|---|---|
| Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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 theadditional +securities, and the number and percentage of additional +securities held bythose holders |
|---|---|
| 36 | If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over |
| 37 | A copy of any trust deed for the additional +securities |
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
| 38 | Number of securities for which+quotation is sought | N/A | |
|---|---|---|---|
| 39 | +securitiesClassofforwhichquotation is sought | N/A | |
| 40 | Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities? | N/A | |
| If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment | |||
| 41 | Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period | N/A | |
| (ifissueduponconversionofanother security, clearly identify thatother security) | |||
| Number | +Class | ||
| 42 | Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38) | N/A | N/A |
+ See chapter 19 for defined terms.
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: ............................................................ Date: 31 /5/2013 (Company secretary)
Print name: Frank Moratti
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for + eligible entities
Introduced 01/08/12
Part 1
| Rule 7.1 – Issues exceeding 15% of capital | ||||
|---|---|---|---|---|
| Step 1: Calculate "A", the base figure from which the placement capacity iscalculated | ||||
| Insert number of fully paid ordinary securitieson issue 12 months before date of issue oragreement to issue | ||||
| Add the following: | ||||
| •Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2 | ||||
| •Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval | ||||
| •Number of partly paid ordinary securitiesthat became fully paid in that 12 monthperiod | ||||
| Note:•Include only ordinary securities here –other classes of equity securities cannot beadded•Include here (if applicable) the securitiesthe subject of the Appendix 3B to which thisform is annexed•It may be useful to set out issues ofsecurities on different dates as separate lineitems | ||||
| Subtract the number of fully paid ordinarysecurities cancelled during that 12 month period | ||||
| "A" |
+ See chapter 19 for defined terms.
| Step 2: Calculate 15% of "A" | |||
|---|---|---|---|
| "B" | 0.15 | ||
| [Note: this value cannot be changed] | |||
| Multiply "A" by 0.15 | |||
| Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that hasalready been used | |||
| Insert number of equity securities issued oragreed to be issued in that 12 month period notcounting those issued: | |||
| •Under an exception in rule 7.2 | |||
| •Under rule 7.1A | |||
| •With security holder approval under rule 7.1or rule 7.4 | |||
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) the securitiesthe subject of the Appendix 3B to which thisform is annexed•It may be useful to set out issues ofsecurities on different dates as separate lineitems | |||
| "C" | |||
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placementcapacity under rule 7.1 | |||
| "A" x 0.15 | |||
| Note: number must be same as shown in Step 2 | |||
| Subtract "C" | |||
| Note: number must be same as shown in Step 3 | |||
| Total ["A" x 0.15] – "C" | |||
| [Note: this is the remaining placement capacityunder rule 7.1] |
Part 2
+ See chapter 19 for defined terms.
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"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
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
| Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A | |
|---|---|
| Notes: | |
| •This applies to equity securities – not justordinary securities | |
| •Include here – if applicable – the securitiesthe subject of the Appendix 3B to which thisform is annexed | |
| •Do not include equity securities issuedunder rule 7.1 (they must be dealt with inPart 1), or for which specific security holderapproval has been obtained | |
| •It may be useful to set out issues ofsecurities on different dates as separate lineitems | |
| "E" |
+ See chapter 19 for defined terms.
| Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placementcapacity 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] – "E" | ||||
| Note: this is the remaining placement capacityunder rule 7.1A |
+ See chapter 19 for defined terms.