Exhibit No. | ||||
99.1 | Press release titled Nyrstar and Sims Metal Management reach
conditional agreement to sell Australian Refined Alloys
secondary lead producing facility in Sydney, Australia, dated
November 15, 2011. |
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99.2 | Appendix 3B New issue announcement, application for
quotation of additional securities and agreement dated
November 15, 2011. |
November 16, 2011 | SIMS METAL MANAGEMENT LIMITED |
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/s/ Frank M. Moratti | ||||
Frank M. Moratti | ||||
Group Company Secretary and General Counsel |
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 |
+ | See chapter 19 for defined terms. |
3 | Principal terms of the +securities (eg, if options, exercise 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) |
+ | See chapter 19 for defined terms. |
Appendix 3B Page 2 | 24/10/2005 |
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 |
6 | Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets) |
+ | See chapter 19 for defined terms. |
1/1/2003 | Appendix 3B Page 3 |
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) |
Number | +Class | |
207,819,928
|
Fully paid ordinary shares |
+ | See chapter 19 for defined terms. |
Appendix 3B Page 4 | 24/10/2005 |
9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2
if applicable) |
Number | +Class | |||
2,421,292 | 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. |
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615,000 | 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. |
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45,145 | 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). |
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322,949 | 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). |
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895,330 | 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). |
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7,121 | 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. |
1/1/2003 | Appendix 3B Page 5 |
Number | +Class | |||
408,146 | options exp 23/11/ 2016 [SGMAK] (issued to certain executives, including the executive director, 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). |
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525,282 | options exp 17/12/ 2016 [SGMAK] (issued to certain executives, including the executive director, 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). |
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203,908 | options exp 22/11/ 2017 [SGMAK] (issued to executive pursuant to the SimsMM Plan this is the maximum number of ADSs which may be issued pursuant to the exercise of options) |
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820,431 | options exp 30/11/2017 [SGMAK] (issued to 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) |
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16,499 | options exp 17/12/2017 [SGMAK] (issued to executive pursuant to the SimsMM Plan this is the maximum number of ADSs which may be issued pursuant to the exercise of options) |
+ | See chapter 19 for defined terms. |
Appendix 3B Page 6 | 24/10/2005 |
10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
|
No change |
11 | Is security holder approval required? |
|
N/A |
||
12 | Is the issue renounceable or non-renounceable? |
|
N/A |
||
13 | Ratio in which the +securities will be offered |
|
N/A |
||
14 | +Class of +securities to which the offer relates |
|
N/A |
||
15 | +Record date to determine entitlements |
|
N/A |
||
16 | Will holdings on different registers (or subregisters) be aggregated
for calculating entitlements? |
|
N/A |
||
17 | Policy for deciding entitlements in relation to fractions |
|
N/A |
||
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. |
|
N/A |
19 | Closing date for receipt of acceptances or renunciations N/A |
+ | See chapter 19 for defined terms. |
1/1/2003 | Appendix 3B Page 7 |
20 | Names of any underwriters |
|
N/A |
||
21 | Amount of any underwriting fee or commission |
|
N/A |
||
22 | Names of any brokers to the issue |
|
N/A |
||
23 | Fee or commission payable to the broker to the issue |
|
N/A |
||
24 | Amount of any handling fee payable to brokers who lodge acceptances or
renunciations on behalf of +security holders |
|
N/A |
||
25 | If the issue is contingent on +security holders approval, the date of the meeting |
|
N/A |
||
26 | Date entitlement and acceptance form and prospectus or Product Disclosure
Statement will be sent to persons entitled |
|
N/A |
||
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 |
|
N/A |
||
28 | Date rights trading will begin (if applicable) |
|
N/A |
||
29 | Date rights trading will end (if applicable) |
|
N/A |
||
30 | How do +security holders sell their entitlements in full through a broker? |
|
N/A |
||
31 | How do +security holders sell part of their entitlements through a broker and
accept for the balance? |
|
N/A |
+ | See chapter 19 for defined terms. |
Appendix 3B Page 8 | 1/1/2003 |
32 | How do +security holders dispose of their entitlements (except by sale
through a broker)? |
|
N/A |
||
33 | +Despatch date N/A |
34 | Type of securities (tick one) |
(a) | þ | Securities described in Part 1 |
|
(b) | o | 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 |
35 | o | 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 | o | If the +securities are +equity securities, a distribution schedule of
the additional +securities setting out the number of holders in the
categories |
37 | o | A copy of any trust deed for the additional +securities |
+ | See chapter 19 for defined terms. |
38 | Number of securities for which +quotation is sought |
|
N/A |
||
39 | Class of +securities for which quotation is sought |
|
N/A |
||
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 |
||
N/A |
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) |
||
N/A |
||
42 | Number and +class of all +securities quoted on ASX (including the
securities in clause 38) |
Number | +Class | |
N/A | N/A |
1 | +Quotation of our additional +securities is in ASXs absolute discretion. ASX may quote the
+securities on any conditions it decides. |
+ | See chapter 19 for defined terms. |
Appendix 3B Page 10 | 1/1/2003 |
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:
|
/s/ F. Moratti | Date: 15/11/2011 | ||
Print name:
|
Frank Moratti |
+ | See chapter 19 for defined terms. |
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