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SIMS LIMITED Share Issue/Capital Change 2009

Nov 15, 2009

65780_rns_2009-11-15_27412adb-9b7f-4123-8e72-b60d7de6ec84.pdf

Share Issue/Capital Change

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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 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 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
+Class of+securities issued or to be
issue
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
Restricted stock units [SGMAI]
18,080
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

3 Principal terms of the[+] securities Under the Sims Metal Management Long (eg, if options, exercise price and Term Incentive Plan (“SimsMM Plan”), expiry +securities, the amount outstanding date; if partly paid participants may be granted restricted stock units, which are the right to receive an and due dates for payment; if +convertible securities, the ordinary share or American Depositary Share (“ADS”) in the entity upon conversion price and dates for satisfaction of vesting conditions for a nil conversion) issue price. In respect of these particular grants, made to two executives, for the performance rights to vest, and ordinary shares or ADSs be issued, which they may do in equal instalments annually on 6 November 2010, 2011, and 2012 respectively (“Vesting Dates”) the participant(s) 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 Vesting Dates.

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

  • 4 Do the[+] securities rank equally in all N/A 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

  • 5 Issue price or consideration

5 Issue price or consideration Nil 6 Purpose of the issue Issue of restricted stock units under the SimsMM (If issued as consideration for the Plan. acquisition of assets, clearly identify those assets) 7 Dates of entering[[+]] securities into 6 November 2009

  • 7 Dates of entering[[+]] securities into uncertificated holdings or despatch of certificates

  • Number +Class

  • 8 Number and +class of all 182,443,040 Fully paid ordinary shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9
Number and+class
of all+securities
not quoted on
ASX (_including_the
securities in clause
2 if applicable)
Number_
849,737
_
9,157
_
738,000
__
317,089
__
381,392
__
987,867
______
7,121
24/10/2005
+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.
__
restricted stock units [SGMAM]
(issued to certain executives under the former Sims Metal
Management Long Term Incentive Plan and individual
contracts- this is the maximum number of ordinary shares
which may be issued pursuant to the restricted stock units
assuming that (where applicable) all the performance
hurdles are met and service pre-requisites are satisfied.
___
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.
___
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).
____
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).
___
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).
_____
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.
ppendix 3B Page 4
  • See chapter 19 for defined terms. Appendix 3B Page 4

10

Dividend policy (in N/A the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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 issue 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

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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 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?
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch 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

  • (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.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

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)

42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Number +Class
  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

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: 16/11/2009 (Company secretary)

Print name: Frank Moratti

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9