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SMSMY Sims Ltd (PK)

8.809
0.446 (5.33%)
Last Updated: 16:40:26
Delayed by 15 minutes
Name Symbol Market Type
Sims Ltd (PK) USOTC:SMSMY OTCMarkets Depository Receipt
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  0.446 5.33% 8.809 8.03 8.85 8.809 8.809 8.809 225 16:40:26

Report of Foreign Issuer (6-k)

05/09/2014 5:35pm

Edgar (US Regulatory)


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUERS

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2014

Commission File Number 001-33983

 

 

Sims Metal Management Limited

(Translation of registrant’s name into English)

 

 

16 West 22nd Street, 10th Floor

New York, NY 10010

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   x             Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨             No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):             

 

 

 


This report contains the following:

 

Exhibit No.

    
99.1    Appendix 3B – New issue announcement, application for quotation of additional securities and agreement dated September 1, 2014.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

September 5, 2014       SIMS METAL MANAGEMENT LIMITED
      /s/ Frank M. Moratti
      Frank M. Moratti
      Group Company Secretary and General Counsel


Exhibit 99.1

Appendix 3B

New issue announcement

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

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

 

  (1) Restricted stock units [SGMAI]

 

  (2) Ordinary shares

 

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

  (1) (10,482)

 

  (2) 10,482

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 1


Appendix 3B

New issue announcement

 

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)

 

  (1) N/A

 

  (2) Fully paid ordinary shares

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 2    01/08/2012


Appendix 3B

New issue announcement

 

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

 

  (1) N/A

 

  (2) Yes

 

5 Issue price or consideration

 

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

N/A

Issue of fully paid ordinary shares pursuant to the vesting of restricted stock units under the Sims Metal Management Long Term Incentive Plan (SimsMM Plan).

 

6a Is the entity an +eligible 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

N/A

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 3


Appendix 3B

New issue announcement

 

6b The date the security holder resolution under rule 7.1A was passed

 

6c Number of +securities issued without security holder approval under rule 7.1

 

6d Number of +securities issued with security holder approval under rule 7.1A

 

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

 

6f Number of securities issued under an exception in rule 7.2

 

6g If securities issued 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 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 remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

 

7 Dates of entering +securities into uncertificated holdings or despatch of certificate

1 September 2014

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 4    01/08/2012


Appendix 3B

New issue announcement

 

     Number     

+Class

8       Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

     204,615,641       Fully paid ordinary shares

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 5


Appendix 3B

New issue announcement

 

     Number     

+Class

9       Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

     5,311,632      

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.

     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).

     273,999      

options exp 2/04/2016 [SGMAK]

(issued to participants 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)

     850,946      

options exp 17/06/2016 [SGMAK]

(issued to participants 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).

     4,747      

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.

 

Appendix 3B Page 6    01/08/2012


Appendix 3B

New issue announcement

 

     Number     

+Class

     370,915      

options exp 23/11/ 2016 [SGMAK]

(issued to participants 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).

     501,214      

options exp 17/12/ 2016 [SGMAK]

(issued to participants 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).

     203,908      

options exp 22/11/ 2017 [SGMAK]

(issued to participants pursuant to the SimsMM Plan—this is the maximum number of ADSs which may be issued pursuant to the exercise of options)

     714,796      

options exp 30/11/2017 [SGMAK]

(issued to participants 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)

     16,499      

options exp 17/12/2017 [SGMAK]

(issued to participants pursuant to the SimsMM Plan—this is the maximum number of ADSs which may be issued pursuant to the exercise of options)

     1,305,748      

options exp 11/11/2018 [SGMAK]

(issued to participants 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)

     2,189,963      

options exp 16/11/2019 [SGMAK]

(issued to participants 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)

     1,380,456      

options exp 15/11/2020 [SGMAK]

(issued to participants pursuant to the SimsMM Plan—this is the maximum number of ordinary shares which may be issued pursuant to the exercise of options)

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 7


Appendix 3B

New issue announcement

 

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

No change

Part 2 - Bonus issue or pro rata issue

 

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.

 

Appendix 3B Page 8    01/08/2012


Appendix 3B

New issue announcement

 

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.

 

01/08/2012    Appendix 3B Page 9


Appendix 3B

New issue announcement

 

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

N/A

 

33 +Despatch 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

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 10    01/08/2012


Appendix 3B

New issue announcement

 

Entities that have ticked box 34(b)

 

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

 

          Number      +Class  

42

   Number and +class of all +securities quoted on ASX (including the securities in clause 38)      N/A         N/A   

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 11


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:   LOGO    Date:1/9/2014
  (Company secretary)   
Print name:   Frank Moratti   

==  ==  ==  ==  ==

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 12    01/08/2012


Appendix 3B

New issue announcement

 

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

N/A

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 13

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