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 October, 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:
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| Exhibit No. |
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| 99.1 |
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Amended Appendix 3B – New issue announcement, application for quotation of additional securities and agreement dated October 3, 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.
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| October 3, 2014 |
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SIMS METAL MANAGEMENT LIMITED |
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/s/ Frank M. Moratti |
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Frank M. Moratti |
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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 |
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(2) |
Restricted stock units [SGMAI] |
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(3) |
Performance Rights [SGMAI] |
| + |
See chapter 19 for defined terms. |
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| 01/08/2012 |
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Appendix 3B Page
1
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Appendix 3B
New issue announcement
| 2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued |
| + |
See chapter 19 for defined terms. |
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| Appendix 3B Page 2 |
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01/08/2012 |
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) |
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(1) |
Fully paid ordinary shares |
(2) – (4) N/A
| + |
See chapter 19 for defined terms. |
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| 01/08/2012 |
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Appendix 3B Page 3 |
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? |
(2) – (4) N/A
If the additional securities do not rank equally, please state:
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the date from which they do |
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment |
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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 |
N/A
(If issued as consideration for the acquisition of assets, clearly
identify those assets)
(1) – (2) 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).
(3) – (4) Forfeiture and subsequent cancellation of performance
rights and options under the SimsMM Plan.
| 6a |
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? |
N/A
If Yes, complete sections 6b
– 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
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See chapter 19 for defined terms. |
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| Appendix 3B Page 4 |
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01/08/2012 |
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 |
3 October 2014
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See chapter 19 for defined terms. |
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| 01/08/2012 |
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Appendix 3B Page 5 |
Appendix 3B
New issue announcement
| 8 |
Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
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| Number |
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+Class |
| 204,633,630 |
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Fully paid ordinary shares |
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See chapter 19 for defined terms. |
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| Appendix 3B Page 6 |
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01/08/2012 |
Appendix 3B
New issue announcement
| 9 |
Number and +class of all +securities not quoted on ASX (including the securities in section 2 if
applicable) |
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| Number |
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+Class |
| 4,946,623 |
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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 |
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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 |
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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 |
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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 |
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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) |
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See chapter 19 for defined terms. |
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| 01/08/2012 |
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Appendix 3B Page 7 |
Appendix 3B
New issue announcement
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| 370,915 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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) |
| 2,182,971 |
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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) |
| 1,376,075 |
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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) |
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See chapter 19 for defined terms. |
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| Appendix 3B Page 8 |
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01/08/2012 |
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 |
N/A
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
| + |
See chapter 19 for defined terms. |
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| 01/08/2012 |
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Appendix 3B Page 9 |
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. |
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| Appendix 3B Page 10 |
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1/1/2003 |
Appendix 3B
New issue announcement
| 32 |
How do +security holders dispose of their entitlements (except by sale through a broker)? |
N/A
N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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| 34 |
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Type of securities (tick
one) |
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Securities described in Part 1 |
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| (b) |
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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. |
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| 01/08/2012 |
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Appendix 3B Page 11 |
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? |
N/A
If the additional securities do not rank equally, please state:
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• |
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the date from which they do |
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment |
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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)
| 42 |
Number and +class of all +securities quoted on ASX (including the securities in clause 38)
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See chapter 19 for defined terms. |
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| Appendix 3B Page 12 |
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01/08/2012 |
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. |
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The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. |
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There is no reason why those +securities should not be granted +quotation. |
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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.
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Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty
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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. |
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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. |
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| Sign here: |
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Date: 3/10/2014 |
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(Company secretary) |
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| Print name: |
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Frank Moratti |
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== == == == ==
| + |
See chapter 19 for defined terms. |
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| 01/08/2012 |
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Appendix 3B Page 13 |
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. |
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| Appendix 3B Page 14 |
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01/08/2012 |
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