TIDMDNK
RNS Number : 9264T
Danakali Limited
26 March 2019
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, 04/03/13
Name of entity
DANAKALI LTD
ABN
56 097 904 302
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 Unlisted Options
issued or to be issued
Number of +securities
issued or to be issued
(if known) or maximum
number which may be
2 issued 583,000
3 Principal terms of Unlisted Options exercisable
the +securities (e.g. at $1.108 expiring 13 March
if options, exercise 2022 (subject to vesting conditions)
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)
4 Do the +securities Unlisted Options will rank
rank equally in all equally
respects from the if converted or exercised into
+issue date with an ordinary shares
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 Nil
6 Purpose of the issue Unlisted Options were issued
(If issued as consideration to employees as part of remuneration
for the acquisition
of assets, clearly
identify those assets)
6a Is the entity an +eligible Yes
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
6b The date the security 11 May 2018
holder resolution
under rule 7.1A was
passed
Number of +securities
issued without security
holder approval under
6c rule 7.1 583,000
6d Number of +securities Nil
issued with security
holder approval under
rule 7.1A
6e Number of +securities N/A
issued with security
holder approval under
rule 7.3, or another
specific security
holder approval (specify
date of meeting)
6f Number of +securities N/A
issued under an exception
in rule 7.2
6g If +securities issued N/A
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 N/A
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 Capacity under L.R.7.1 is 36,937,032
remaining issue capacity Capacity under LR7.1A is 26,405,778
under rule 7.1 and
rule 7.1A - complete
Annexure 1 and release
to ASX Market Announcements
7 +Issue dates 26 March 2019
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.
Number +Class
Number and +class
of all +securities
quoted on ASX (including
the +securities in
8 section 2 if applicable) 264,422,398 Ordinary Shares
---------------------------------
Number +Class
9 Number and +class
of all +securities 400,000 Unlisted Options
not quoted on ASX exercisable
(including the +securities at $0.96 each,
in section 2 if applicable) 900,000 expiring
20 June 2019
Unlisted Options
250,000 exercisable
at $0.558 each,
expiring
8 August 2019
1,440,000 (Remuneration
Options)
Unlisted Options
1,724,015 exercisable
at $0.543 each,
expiring
7 October 2019
583,000 (Remuneration
Options)
Unlisted Options
280,000 exercisable
at $0.94 each,
800,000 expiring
19 May 2020
100,000 (Remuneration
Options)
40,000
Unlisted Options
30,000 exercisable
at $1.031 each,
65,000 expiring
24 January 2022
(Remuneration
Options)
Unlisted Options
exercisable
at $1.031 each,
expiring
24 January 2022
(Remuneration
Options)
Performance Rights
- Class 1
Performance Rights
- Class 4
Performance Rights
- Class 5
Performance Rights
- Class 6
Performance Rights
- Class 7
Performance Rights
- Class 8
-----------------------------------
10 Dividend policy (in N/A
the case of a trust,
distribution policy)
on the increased capital
(interests)
Part 2 -- Pro rata issue
11 Is security holder approval N/A
required?
12 Is the issue renounceable N/A
or non-renounceable?
13 Ratio in which the +securities N/A
will be offered
14 +Class of +securities N/A
to which the offer relates
15 +Record date to determine N/A
entitlements
16 Will holdings on different N/A
registers (or subregisters)
be aggregated for calculating
entitlements?
17 Policy for deciding entitlements N/A
in relation to fractions
18 Names of countries in N/A
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 N/A
of acceptances or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting N/A
fee or commission
22 Names of any brokers to N/A
the issue
23 Fee or commission payable N/A
to the broker to the issue
24 Amount of any handling N/A
fee payable to brokers
who lodge acceptances
or renunciations on behalf
of security holders
25 If the issue is contingent N/A
on security holders' approval,
the date of the meeting
26 Date entitlement and acceptance N/A
form and offer documents
will be sent to persons
entitled
27 If the entity has issued N/A
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 N/A
begin (if applicable)
-----------------
29 Date rights trading will N/A
end (if applicable)
30 How do security holders N/A
sell their entitlements
in full through a broker?
31 How do security holders N/A
sell part of their entitlements
through a broker and
accept for the balance?
32 How do security holders N/A
dispose of their entitlements
(except by sale through
a broker)?
33 +Issue 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) 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
Entities that have ticked box 34(b)
38 Number of +securities N/A
for which +quotation
is sought
39 +Class of +securities N/A
for which quotation
is sought
40 Do the +securities N/A
rank equally in all
respects from the +issue
date 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 N/A
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 N/A N/A
all +securities quoted
on ASX (including the
+securities in clause
38)
---------
Quotation agreement
1 +Quotation of our additional +securities are 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 is not available now, we 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.
26 March 2019
Sign here:
............................................................ Date:
.........................
(Director/Company secretary)
Catherine Grant-Edwards
Print name: .........................................................
== == == == ==
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 is calculated
Insert number of fully paid
ordinary securities on issue
12 months before date of
issue or agreement to issue 259,379,506
-----------------------------------------------------------------------------
Add the following: 125,000 (fully paid ordinary shares
* Number of fully paid ordinary securities issued in issued 29 March 2018 on exercise of
that 12 month period under an exception in rule 7.2 options)
727,274 (fully paid ordinary shares
issued 29 March 2018 on exercise of
* Number of fully paid ordinary securities issued in options)
that 12 month period with shareholder approval 2,272,728 (fully paid ordinary shares
issued 4 April 2018 on exercise of options)
738,346 (fully paid ordinary shares
* Number of partly paid ordinary securities that became issued 14 May 2018 on cashless exercise
fully paid in that 12 month period of options)
116,586 (fully paid ordinary shares
issued 29 May 2018 on cashless exercise
Note: of options)
* Include only ordinary securities here - other classes 90,740 (fully paid ordinary shares issued
of equity securities cannot be added 31 May 2018 on cashless exercise of
options)
151,234 (fully paid ordinary shares
* Include here (if applicable) the securities the issued 31 May 2018 on cashless exercise
subject of the Appendix 3B to which this form is of options)
annexed 200,000 (fully paid ordinary shares
issued 14 June 2018 on exercise of options)
10,000 (fully paid ordinary shares issued
* It may be useful to set out issues of securities on 14 June 2018 on vesting of Class 7 performance
different dates as separate line items rights)
10,000 (fully paid ordinary shares issued
26 July 2018 on vesting of Class 6 performance
rights)
20,000 (fully paid ordinary shares issued
26 July 2018 on vesting of Class 8 performance
rights)
216,364 (fully paid ordinary shares
issued 7 November 2018 on cashless exercise
of options)
-----------------------------------------------------------------------------
Subtract the number of fully N/A
paid ordinary securities
cancelled during that 12
month period
-----------------------------------------------------------------------------
"A" 264,057,778
-----------------------------------------------------------------------------
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be
changed]
---------------------------------------------------------------
Multiply "A" by 0.15 39,608,667
---------------------------------------------------------------
Step 3: Calculate "C", the amount of placement capacity under
rule 7.1 that has already been used
Insert number of equity securities 356,049 fully paid ordinary
issued or agreed to be issued shares (24 July 2018)
in that 12 month period not 8,571 fully paid ordinary shares
counting those issued: (20 December 2018)
* Under an exception in rule 7.2 1,724,015 unlisted options
(27 February 2019)
583,000 unlisted options (26
* Under rule 7.1A March 2019)
* With security holder approval under rule 7.1 or rule
7.4
Note:
* This applies to equity securities, unless
specifically excluded - not just ordinary securities
* Include here (if applicable ) the securities the
subject of the Appendix 3B to which this form is
annexed
* It may be useful to set out issues of securities on
different dates as separate line items
---------------------------------------------------------------
"C" 2,671,635
---------------------------------------------------------------
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as
shown in Step 2 39,608,667
---------------------------------------------------------------
Subtract "C"
Note: number must be same as
shown in Step 3 2,671,635
---------------------------------------------------------------
Total ["A" x 0.15] - "C" 36,937,032
---------------------------------------------------------------
Part 2
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 1 264,057,778
-------------------------------------
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
-------------------------------------
Multiply "A" by 0.10 26,405,778
-------------------------------------
Step 3: Calculate "E", the amount of placement capacity under
rule 7.1A that has already been used
Insert number of equity securities Nil
issued or agreed to be issued in
that 12 month period under rule
7.1A
Notes:
-- This applies to equity securities
- not just ordinary securities
-- Include here - if applicable
- the securities the subject of
the Appendix 3B to which this form
is annexed
-- Do not include equity securities
issued under rule 7.1 (they must
be dealt with in Part 1), or for
which specific security holder
approval has been obtained
-- It may be useful to set out
issues of securities on different
dates as separate line items
-------------------------------------
"E" Nil
-------------------------------------
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement
capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown
in Step 2 26,405,778
-------------------------------------
Subtract "E" Nil
Note: number must be same as shown
in Step 3
-------------------------------------
Total ["A" x 0.10] - "E" 26,405,778
-------------------------------------
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END
MSCGMGZFKKZGLZM
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