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Sunshine Oilsands Ltd. Share Issue/Capital Change 2014

Oct 9, 2014

50340_rns_2014-10-09_ebc236ae-d58a-4de4-9619-081288a6871e.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

==> picture [140 x 68] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/09/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Sunshine Oilsands Ltd. Date Submitted 09/10/2014

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
2012
Description :
Class“A”
No. of ordinary
shares
Balance at close of preceding month
3,891,621,042
Increase/(decrease)
2,098,895
Balance at close of the month
3,893,719,937
Class“A” Common Shares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ Unlimited
CAD$
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
(2) Stock code :
N/A
Description :
N/A
No. of ordinary
shares
Balance at close of preceding month
N/A

Increase/(decrease)
N/A

Balance at close of the month
N/A
N/A Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A

N/A

N/A

For Main Board and GEM listed issuers

  1. Preference Shares
2.PreferenceShares 2.PreferenceShares
Stock code :
N/A
Description :
Class “G”
No. of preference
shares
Balance at close of preceding month
0
Increase/(decrease)
0
Balance at close of the month
0
Class “G” Preferred Shares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ N/A
No par
value
CAD$ Unlimited
CAD$ PreferredShares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ N/A
No par
value
CAD$ Unlimited
CAD$
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
Stock code :
N/A
Description :
Class “H”
No. of preference
shares
Balance at close of preceding month
0
Increase/(decrease)
0
Balance at close of the month
0
Class “H”
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
N/A
Unlimited
CAD$
3. Other Classes of Shares
Stock code :
N/A
Description :
N/A
No. of other
classes of shares
Balance at close of preceding month
N/A

Increase/(decrease)
N/A

Balance at close of the month
N/A
N/A Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A

N/A

N/A

Total authorised share capital at the end of the month (State currency) :

Unlimited CAD$

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of the
month
No. of ordinary shares
(1) – Class “A”
common shares
(2)
No. of ordinary shares
(1) – Class “A”
common shares
(2)
No. of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
of shares
No. of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
of shares
3,891,621,042
2,098,895
3,893,719,937

N/A

N/A

N/A

0

0

0

N/A

N/A

N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of No. of new No. of new shares of issuer share option shares of issuer which may be issued scheme issued during the pursuant thereto as at close including month pursuant of the month EGM approval thereto date Movement during the month (dd/mm/yyyy) and class of Cancelled/ shares issuable Granted Exercised Forfeited Lapsed/Expired 1.Pre-IPO Share Option Scheme

(09/09/2010) Class “A” common 0 0 0 37,691,746 0[35,133,940 (Remarks: See ] Note A) shares (Note 1) 2. Post-IPO Share Option Scheme (26/01/2012) Class “A” common 53,910,982 0 1,562,201 12,361,112 0[93,041,800 ] (Remarks: See Note B) shares (Note 1) 3. N/A

For Main Board and GEM listed issuers

For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers

( /
/)

sharesN/A
N/A
N/A
N/A
N/A
N/A
(Note 1)

Total A. (Ordinary shares)N/A

(Preferred shares)N/A

(Other class)N/A

Total funds raised during the month from
exercise of options (State currency)
N/A

N/A
N/A
Total A. (Ordinary shares)
(Preferred shares)
(Other class)
N/A

N/A

N/A

N/A

Warrants to Issue Shares of the Issuer which are to be Listed

Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal
value at close
of the month


No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares
of issuer which may
be issued pursuant
thereto as at close of
the month
1. Warrants
(09/12/2015 to
28/02/2016 )
Stock code (if
listed)
Class of shares
issuable_(Note D)
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
2. N/A
( / / )
Stock code (if
listed)
Class of shares
issuable
(Note 1)
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
3. N/A
( / / )
Stock code (if
listed)
Class of shares
issuable
(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
4. N/A
HKD
N/A
N/A

0

N/A

N/A
N/A

N/A

N/A
0

N/A

N/A
211,230,941
N/A
Class “A” Common Shares
HKD 1.88
(/ / )N/A
N/A
N/A
N/A

N/A
N/A
N/A
(/ / )N/A
N/A
N/A
N/A

N/A
N/A
(/ / )N/A

For Main Board and GEM listed issuers

Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal
value at close
of the month


No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares
of issuer which may
be issued pursuant
thereto as at close of
the month


No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares
of issuer which may
be issued pursuant
thereto as at close of
the month
( / / )
Stock code (if
listed)
N/A
N/A
N/A

N/A
N/A
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
N/A
N/A
(/ / )N/A

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Converted/
Forfeited
during the
month
Amount at
close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
1. Class “G” preferred
shares
Stock code (if
listed)
Class of shares
issuable_(Note 1)
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy))
2. Class “H” preferred
shares
Stock code (if
listed)
Class of shares
issuable
(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)

N/A

N/A
0
0
0


0



0


0
0
0


0
N/A
N/A
(

N/A

N/A
N/A
N/A
(

For Main Board and GEM listed issuers

Class and description Class and description Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Converted/
Forfeited
during the
month
Amount at
close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

3. N/A
N/A

N/A
N/A
N/A
N/A


N/A
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
4. N/A
N/A
N/A



N/A
N/A
N/A
(
N/A

N/A
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
N/A
N/A
(

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (otherthanunderShare OptionSchemes)

Options (otherthanunderShare OptionSchemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:
No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of issuer
which may be issued
pursuant thereto as at close of
the month
1.
2.
3.
Employee Share Savings Plan 482,823
1,616,072
N/A
N/A
(07 /05 /2013 )
shares_(Note C)_
Director Share Compensation Arrangement N/A
(25 /06 /2014)
shares_(Note E)_
N/A N/A
( / / )
shares_(Note 1)_
For Main Board and GEM listed issuers
2,098,895
N/A
N/A
For Main Board and GEM listed issuers
2,098,895
N/A
N/A
For Main Board and GEM listed issuers
2,098,895
N/A
N/A
Total D. (Ordinary shares) 2,098,895
N/A
N/A
(Preferred shares)
(Other class)
Other Movements in Issued Share Capital
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new shares
of issuer which
may be issued
pursuant thereto as
at close of the
month
1. Rights issue
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
2. Open offer
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
3. Placing
At
price :
State
currency
HKD
Class
of
shares
issuable
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
Class
“A”Common
Shares__
( / / )
( / / )
N/A N/A
4. Bonus issue
Class
of
shares
issuable_(Note 1)
_

N/A N/A

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new shares
of issuer which
may be issued
pursuant thereto as
at close of the
month
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
( / / )
( / / )
5. Scrip dividendAt
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
6. Repurchase of
shares
Class of shares
Class “A” common
repurchased_(Note_
D)
Cancellation dates :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
N/A N/A
7. Redemption of
shares
Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new shares
of issuer which
may be issued
pursuant thereto as
at close of the
month
8. Consideration
issue
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
9. Capital
reorganisation
Class
of
shares
issuable_(Note 1)
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
10. Other
(Please
specify)
At
price :
State
currency
Class
of
shares
issuable_(Note 1)_
Issue and allotment
date :
(dd/mm/yyyy)
EGM approval
date:
(dd/mm/yyyy)
___
( / / )
( / / )
N/A N/A
Total E. (Ordinary shares)N/A
(Preferred shares)N/A
(Other class)N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
2,098,895
(2)
N/A
Total increase / (decrease) in preferred shares during the month (i.e. Total of A to E):
0
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):
N/A
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)
2,098,895
N/A
0
N/A

For Main Board and GEM listed issuers

Remarks (if any):

Note A: As at 1 September 2014, our Pre-IPO Share Option Scheme had 72,825,686 stock options outstanding. During the month of September 2014, Nil stock options were exercised, Nil stock options were forfeited and 37,691,746 expired. As at 30 September 2014, our Pre-IPO Share Option Scheme had 35,133,940 stock options outstanding, of which 35,133,940 stock options were vested (Nil stock options vested in the month of September 2014) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note B: As at 1 September 2014, our Post-IPO Share Option Scheme had 53,054,131 stock options outstanding. During the month of September 2014, 53,910,982 stock options were granted, 1,562,201 stock options were forfeited and 12,361,112 expired. As at 30 September 2014, our Post-IPO Share Option Scheme had 93,041,800 stock options outstanding, of which 43,275,599 stock options were vested (18,118,134 stock options were vested in the month of September 2014) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note C: The purpose of the Employee Share Savings Plan (the “Plan”) approved at the Company’s Annual General Meeting on 7 May 2013, is to provide an opportunity for employees of the Company to purchase Class “A” Common Shares (“Shares”) from the Company’s treasury at the Market Price (as defined by the Plan) through voluntary automatic payroll deductions, thereby attracting, retaining, encouraging and rewarding employees to use their combined best efforts on behalf of the Company and to ensure that employees have a share in the increased profitability and value of the Company. The Company will support the acquisition of Shares by employees pursuant to the Plan through matching employee contributions to the Plan within certain limits defined by the Plan. Contributions by employees and the Company will be made for the purchase of Shares on a regular basis. On 30 September 2014, 482,823 new Shares were issued pursuant to the Plan.

Note D: Each whole warrant entitles the subscriber to acquire one Class “A” Common Share at an exercise price of HKD 1.88 per Class “A” Common Share, for a period of 24 months following the closing date of the Unit offering which included one Class “A” Common Share and one third of one warrant per Unit. As at 1 September 2014, the Company had 211,230,941 warrants outstanding. During the month of September 2014, there were Nil warrants issued. At 30 September 2014 there were 211,230,941 warrants outstanding.

Note E: The Director Share Compensation Arrangement (the “Arrangement”) was approved at the Company’s Annual General Meeting on 25 June 2014. The Arrangement allowed directors to receive 50% their Base Retainer Fees in shares as share compensation going forward from October 1, 2013. It also allowed that the Co-Chairmen also receive 50% of their Base Co-Chairmen fees in shares as share compensation going forward from April 1, 2014. On 15 September 2014, 1,616,072 new shares were issued pursuant to the Arrangement which covered the period from the dates approved above to June 30, 2014.

Submitted by: _Al Stark_______

Title: __Treasurer____ (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.