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SIMS LIMITED Share Issue/Capital Change 2009

Jun 30, 2009

65780_rns_2009-06-30_aa2d9a71-f2c8-48c7-8e2a-048d6aac150b.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
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
(1) Issue of performance rights
(2) Forfeiture of performance rights
(3) Forfeiture of restricted stock units
(4) Issue of fully paid ordinary shares
(1) 5,000 performance rights
(2) (8,428) performance rights
(3) (2,380) restricted stock units
(4) 48,776 fully paid ordinary shares
  • 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 Term (eg, if options, exercise price and Incentive Plan (“SimsMM Plan”), participants expiry +securities, the amount outstanding date; if partly paid may be granted performance rights, which are the right to receive an ordinary share or and due dates for payment; if +convertible securities, the American Depositary Share (“ADS”) in the entity upon satisfaction of vesting conditions conversion price and dates for for a nil issue price. In respect of this particular conversion) grant, for the performance rights to vest, and ordinary shares be issued, which they may do in equal instalments annually on 1 July 2010, 2011 and 2012 respectively (“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 Vesting Dates.

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

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
5
Issue price or consideration
A performance right to an ordinary share or ADS, as
the case may be, does not entitle a participant under
the SimsMM Plan to participate in new issues of
securities or to receive dividends. In the event that
ordinary shares or ADSs, as the case may be, are
issued under the SimsMM Plan at the end of the
performance period pursuant to the vesting of
performance rights, those ordinary shares or ADSs, as
the case may be, will rank equally with existing
ordinary shares and ADSs.
(1) In respect of the issue of performance rights – nil
(2) N/A
(3) N/A
(4) In respect of the issue of ordinary shares - nil
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
(1) Issue of 5,000 performance rights under the
SimsMM Plan.
(2) 8,428 performance rights are being forfeited, as to
5,222 in respect of performance rights issued to
an executive under an individual contract, and as
to 3,206 in respect of performance rights issued
under the SimsMM Plan.
(3) 2,380 restricted stock units are being forfeited
under the former Sims Metal Management Long
Term Incentive Plan.
(4) 48,776 fully paid ordinary shares are being issued
(and an equivalent number of ADSs are being
created) in respect of the vesting of 48,776
restricted stock units held by employees under
individual contracts.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
(1) 23 June 2009
(2) – (4) 1 July 2009
Number +Class
182,276,345 Fully paid ordinary shares
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

9
Number and+class
of all+securities
not quoted on
ASX (_including_the
securities in clause
2 if applicable)
Number_
907,659
_
138,434
_
22,383
_
738,000
__
317,089
__
420,739
______
1,003,436
Appendix 3B Page 5
+Class______
performance rights
(this is the maximum number of ordinary shares and ADSs,
collectively, which may be issued pursuant to the
performance rights assuming that the performance hurdles
are met under the SimsMM Plan).
__
performance rights
(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 performance rights
assuming that (where applicable) performance hurdles are
met and service pre-requisites are satisfied.
__
restricted stock units
(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
(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
(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
(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
(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).
See chapter 19 for defined terms.
/1/2003
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B New issue announcement

10 Dividend policy (in No change 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.

24/10/2005

Appendix 3B Page 6

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 7

1/1/2003

Appendix 3B New issue announcement

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) X 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 8

1/1/2003

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)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 9

1/1/2003

Appendix 3B New issue announcement

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: 1/07/2009 (Company secretary)

Print name: Frank Moratti

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003