RNS Number : 9840A
Mineral Securities Limited
08 August 2008
MINERAL SECURITIES LIMITED
ASX / RNS ANNOUNCEMENT
8 August 2008
ISSUE OF ORDINARY SHARES
Mineral Securities Limited ("Minsec") advises that following the CopperCo Ltd ("CopperCo") takeover offer being declared unconditional,
a change of control has occurred as defined in the rules of the Minsec Long Term Incentive Scheme ("LTIP"). Under the Minsec LTIP each of
Robert Champion de Crespigny and Keith Liddell are entitled to be issued 3,840,000 Minsec ordinary shares. Mr Champion de Crespigny and Mr
Liddell have entered into agreements with Minsec pursuant to which, on a change of control of Minsec as a result of CopperCo's takeover
offer, they will receive 80% of their maximum entitlement under the Minsec LTIP, being 3,072,000 Minsec ordinary shares respectively.
Appendix 3B and Appendices 3Y in respect of the recipients are attached.
Based on the revised issued share capital of the Company of 163,459,772 ordinary shares, the beneficial interests of Mr Champion de
Crespigny and Mr Liddell in the capital of the Company are now as follows:
Number of shares Percentage of issued share
capital
Robert Champion de Crespigny 7,746,259 4.74
Keith Liddell 10,633,710 6.51
For additional information, please contact:
Keith Liddell, Chief Executive Officer
David Hillier, Company Secretary
Tel: +44 20 7478 5100 (London)
Nominated Adviser: RBC Capital Markets
Martin Eales Tel: +44 20 7029 7881
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.
Name of entity
MINERAL SECURITIES LIMITED
ARBN
124 546 443
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 1)Ordinary Shares
+securities issued 2) CHESS Depository Interests ("CDIs"
or to be issued issued over Ordinary Shares
2 Number of +securities issued or to be 1) 6,144,000
issued (if known) or maximum number which 2) 7,952,927
may be issued
3 Principal terms of the +securities (eg, if 1) Ordinary Shares
options, exercise price and expiry date; 2) CHESS Depository
if partly paid +securities, the amount Interests ("CDIs"
outstanding and due dates for payment; if issued over Ordinary
+convertible securities, the conversion Shares
price and dates for conversion)
4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted 1) Yes
+securities? 2) Yes
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 1) Not applicable
2) Not applicable
6 Purpose of the issue 1) Following the CopperCo
Ltd ("CopperCo") takeover offer being
(If issued as consideration for the acquisition of assets, clearly identify those assets) declared
unconditional, a change of control has occurred as
defined in the rules of
the Minsec Long Term Incentive Scheme
("LTIP"). Under the
Minsec LTIP each of Robert Champion de
Crespigny and Keith
Liddell are entitled to be issued 3,840,000
Minsec shares. Mr
Champion de Crespigny and Mr Liddell have
entered into
agreements with Minsec pursuant to which, on a
change of control of
Minsec as a result of CopperCo's takeover
offer, they will receive
80% of their maximum entitlement under
the Minsec LTIP, being
3,072,000 Minsec shares respectively.
2) Transfers between
CDI's and Ordinary Shares and depository
interests ("DIs") issued
over Ordinary Shares quoted on the AIM
market of the London Stock Exchange
7 Dates of entering +securities into 1) 8 August 2008
uncertificated holdings or despatch of 2) Not Applicable
certificates
Number
+Class
8 Number and +class of all +securities 117,283,623
CHESS Depository Interests issued over
quoted on ASX (including the securities in
ordinary shares Ordinary Shares
clause 2 if applicable)
Number +Class
9 Number and +class of 46,176,149 Ordinary Shares and
all +securities not depository interests
quoted on ASX ("DIs") issued over
(including the Ordinary Shares
securities in clause quoted on the AIM
2 if applicable) market of the London
continued Stock Exchange
Class B Options
exercisable at $1.25
expiry 31 January
2009
1,300,000
Class D Options
exercisable at �0.63
expiry 30 September
2012
7,533,333
Class E Options
exercisable at
�0.9075 expiry 19
April 2011
280,000 Class F Options
exercisable at
AUD$2.30 expiry 31
January 2010
MESOS Options
2,500,000 exercisable at �0.85
expiry 31 December
2010
NEDSOS Option
exercisable at
5,160,000 A$1.5918 expiry 30
September 2012
NEDSOS Option
exercisable at
A$1.6845 expiry 31
35,540 December 2012
61,757
10 Dividend policy (in N/A
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? 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 N/A
for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions N/A
18 Names of countries in which the entity has +security holders who N/A
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 N/A
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 N/A
or renunciations on behalf of +security holders
25 If the issue is contingent on +security holders' approval, the date N/A
of the meeting
26 Date entitlement and acceptance form and prospectus or Product N/A
Disclosure Statement will be sent to persons entitled
27 If the entity has issued options, and the terms entitle option N/A
holders to participate on exercise, the date on which notices will
be sent to option holders
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 N/A
broker?
31 How do +security holders sell part of their entitlements through a N/A
broker and accept for the balance?
32 How do +security holders dispose of their entitlements (except by N/A
sale through a broker)?
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) Securities described in Part 1 (CHESS depository instruments only)
(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 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 N/A
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 N/A
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 N/A N/A
(including the securities in clause 38)
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.
* We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be
quoted, it has been provided 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.
David Hillier
Sign here: ............................................................ Date: 8 August 2008
(Director/Company secretary)
Print name:
== == == == ==
Rule 3.19A.2
Appendix 3Y
Change of Director's Interest Notice
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 30/9/2001.
Name of entity: Mineral Securities Limited (MXX)
ARBN: 124 546 443
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section
205G of the Corporations Act.
Name of Director Keith Stuart Liddell
Date of last notice 16 April 2008
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director"
should be disclosed in this part.
Direct or indirect interest Indirect and direct
Nature of indirect interest (1) Trintron Pty Ltd
(including registered holder) - indirect
circumstances giving rise to interest as director
the relevant interest. and beneficiary
(2) Shelagh Jane
Liddell - indirect
interest as spouse
(3) Keith Stuart
Liddell & Shelagh
Jane Liddell -
direct interest
Date of change 8 August 2008
No. of securities held prior (1) Indirect -
to change 60,000 listed
ordinary shares
(2) Indirect -
7,408,815 listed
ordinary shares
(3) Direct - 92,895
listed ordinary
shares
(3) Indirect -
1,300,000 unlisted
class B options
Class Listed ordinary
Shares
Number acquired (3) Direct -
3,072,000 listed
ordinary shares
Number disposed Nil
Value/Consideration Refer to nature of
Note: If consideration is change below
non-cash, provide details and
estimated valuation
No. of securities held after (1) Indirect -
change 60,000 listed
ordinary shares
(2) Indirect -
7,408,815 listed
ordinary shares
(3) Direct -
3,164,895 listed
ordinary shares
(3) Indirect -
1,300,000 unlisted
class B options
Nature of change Following the
Example: on-market trade, CopperCo Ltd
off-market trade, exercise of ("CopperCo")
options, issue of securities takeover offer being
under dividend reinvestment declared
plan, participation in unconditional, a
buy-back change of control
has occurred as
defined in the rules
of the Minsec Long
Term Incentive
Scheme ("LTIP").
Under the Minsec
LTIP Keith Liddell
is entitled to be
issued 3,840,000
Minsec shares. Mr
Liddell has entered
into agreements with
Minsec pursuant to
which, on a change
of control of Minsec
as a result of
CopperCo's takeover
offer, he will
receive 80% of his
maximum entitlement
under the Minsec
LTIP, being
3,072,000 Minsec
shares respectively.
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director"
should be disclosed in this part.
Detail of contract N/A
Nature of interest N/A
Name of registered holder N/A
(if issued securities)
Date of change N/A
No. and class of securities to which interest related prior to change N/A
Note: Details are only required for a contract in relation to which
the interest has changed
Interest acquired N/A
Interest disposed N/A
Value/Consideration N/A
Note: If consideration is non-cash, provide details and an estimated
valuation
Interest after change N/A
Appendix 3Y
Change of Director's Interest Notice
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 30/9/2001.
Name of entity: Mineral Securities Limited (MXX)
ARBN: 124 546 443
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section
205G of the Corporations Act.
Name of Director Robert J. Champion de Crespigny
Date of last notice 30 May 2008
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director"
should be disclosed in this part.
Direct or indirect interest Indirect and Direct
Nature of indirect interest (1) Parkland Capital
(including registered holder) Management Limited
Note: Provide details of the as Trustee for Mr
circumstances giving rise to Champion de
the relevant interest. Crespigny.
(2) Albany Bay
Minerals Pty Ltd, a
company controlled
by Mr Champion de
Crespigny, as
Nominee for Bayeux
Investments Pty Ltd,
a company controlled
by Mr Champion de
Crespigny.
(3) Albany Bay
Minerals Pty Ltd, a
company controlled
by Mr Champion de
Crespigny, as
Nominee for others,
Date of change 8 August 2008
No. of securities held prior Direct - 506,880
to change Listed Ordinary
Shares
(1) Indirect -
261,120 Listed
Ordinary Shares
(2) Indirect -
3,821,181 Listed
Ordinary Shares
(2) Indirect -
2,540,172 Class D
Options
(3) Indirect -
85,078 Listed
Ordinary Shares
(3) Indirect -
29,832 Class D
Options
Class Listed Ordinary
Shares
Number acquired (1) Indirect -
3,072,000 Listed
Ordinary Shares
Number disposed Nil
Value/Consideration Refer to Nature of
Note: If consideration is Change below.
non-cash, provide details and
estimated valuation
No. of securities held after Direct - 506,880
change Listed Ordinary
Shares
(1) Indirect
-3,333,120 Listed
Ordinary Shares
(2) Indirect -
3,821,181 Listed
Ordinary Shares
(2) Indirect -
2,540,172 Class D
Options
(3) Indirect -
85,078 Listed
Ordinary Shares
(3) Indirect -
29,832 Class D
Options
Nature of change Following the
Example: on-market trade, CopperCo Ltd
off-market trade, exercise of ("CopperCo")
options, issue of securities takeover offer being
under dividend reinvestment declared
plan, participation in unconditional, a
buy-back change of control
has occurred as
defined in the rules
of the Minsec Long
Term Incentive
Scheme ("LTIP").
Under the Minsec
LTIP Robert Champion
de Crespigny is
entitled to be
issued 3,840,000
Minsec shares. Mr
Champion de
Crespigny has
entered into
agreements with
Minsec pursuant to
which, on a change
of control of Minsec
as a result of
CopperCo's takeover
offer, he will
receive 80% of his
maximum entitlement
under the Minsec
LTIP, being
3,072,000 Minsec
shares respectively.
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director"
should be disclosed in this part.
Detail of contract N/A
Nature of interest N/A
Name of registered holder N/A
(if issued securities)
Date of change N/A
No. and class of securities to which interest related prior to change N/A
Note: Details are only required for a contract in relation to which
the interest has changed
Interest acquired N/A
Interest disposed N/A
Value/Consideration N/A
Note: If consideration is non-cash, provide details and an estimated
valuation
Interest after change N/A
This information is provided by RNS
The company news service from the London Stock Exchange
END
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