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£9.4 million equity investment & $10 million loan

5 Aug 2015 07:00

RNS Number : 0787V
Coal of Africa Limited
05 August 2015
 

ANNOUNCEMENT 5 August 2015

 

GBP£9.4 million equity investment and US$10 million loan

 

Coal of Africa Limited ("CoAL" or "the Company") is pleased to announce that it has entered into a Subscription Agreement and a Loan Agreement with Singapore registered Yishun Brightrise Investment PTE Limited ("Yishun"). Yishun is a private investment company with a focus on mineral investments and has interests in coal and nickel in both China and Indonesia and will via this transaction expand its investments into Africa.

Under the Subscription Agreement, Yishun has agreed to acquire up to 183,231,261 ordinary shares (approximately 9.5% of the issued share capital of the Company) in the Company (the "Subscription Shares") at a price of 5.15 British pence per share, equal to the volume weighted average price of CoAL shares for the 30 days up to 17 July 2015, making an aggregate subscription amount of GBP£9.4 million (approximately US$14.7 million) which is currently held in escrow. The Subscription Agreement is conditional upon, amongst others, CoAL shareholder approval. The Company expects to hold an Extraordinary General Meeting ("EGM") within 60 days of this announcement at which shareholder approval for the issue of the Subscription Shares will be sought. A circular convening the EGM will be sent to shareholders in due course.

The subscription proceeds will be used to finance pre-construction costs at the Makhado coking and thermal coal project ("Makhado Project" or the "Project") and for general working capital.

Yishun has also expressed an intention to acquire a strategic interest in the Makhado Project and the parties have agreed to enter into discussions in due course. The package being discussed includes an equity investment in the Makhado Project, the provision of a shareholder loan on commercial terms providing the debt required for the development of the colliery and, the award of the Makhado Project engineering, procurement and construction ("EPC") contract on commercial terms.

In connection with these matters, CoAL and Yishun have also entered into a Loan Agreement pursuant to which Yishun has agreed to lend CoAL US$10 million (approximately GBP£6.4 million), conditional upon the Company's shareholders approving the issue of the Subscription Shares. The loan will bear no interest and is only repayable if:

· Yishun has not received the Subscription Shares by the date which is five business days after the 90th day (or a later date as agreed) after the Subscription Agreement was signed;

· an unrelated third party makes an equity investment in the Makhado Project on or prior to 30 June 2016;

· on or prior to 30 June 2016, CoAL or Baobab Mining & Exploration (Pty) Ltd ("Baobab"), the Company's subsidiary that owns the Makhado Project, decides not to proceed with the sale of an equity interest in Baobab, to Yishun or its associates;

· on or prior to 30 June 2016, Baobab or CoAL is put into administration, liquidation or similar proceedings are commenced;

· on or prior to 30 June 2016, Baobab ceases to be the holder of the New Order Mining Right for the Makhado Project or the Makhado Project is prohibited from being mined as a result of a permanent regulatory prohibition; or

· on or prior to 30 June 2016, CoAL or Baobab enters into an agreement to sell to Yishun (or its designate, acceptable to CoAL) an equity stake in Baobab and, CoAL or Baobab decides to not fulfil the conditions precedent contained therein requiring:

o the entering into of the Makhado Project EPC contract on commercial terms; and/or

o the entering into of an agreement in terms of which Yishun (or its designate, acceptable to CoAL) provides a shareholder loan on commercial terms providing the debt required for the development of the Makhado Project.

Commenting today, Mr David Brown, Chief Executive Officer said: "Yishun's investment in CoAL, combined with the US$10 million loan to the Company represents a significant step forward in the process to identify a strategic partner for our flagship Makhado hard coking and thermal coal project. The Company looks forward to progressing negotiations with Yishun or its related parties in order to further their potential investment in the Project. The CoAL board supports Yishun's investment and shareholders will be updated as negotiations between the parties progress.

"The Company received the Makhado Project mining right in May 2015 and anticipates that the Integrated Water Use Licence will be granted in due course. The granting of these rights triggers obligations and the funds received from Yishun will be used to settle these liabilities, progress the Makhado Project and for general working capital purposes."

 

David Brown

Chief Executive Officer

 

 

 

For more information contact:

David Brown

Chief Executive Officer

Coal of Africa

+27 10 003 8000

De Wet Schutte

Chief Financial Officer

Coal of Africa

+27 10 003 8000

Celeste Harris

Investor Relations

Coal of Africa

+27 10 003 8000

Tony Bevan

Company Secretary

Endeavour Corporate Services

+61 08 9316 9100

 

Company advisors:

Matthew Armitt/Ross Allister

Nominated Adviser and

Broker

Peel Hunt LLP

+44 20 7418 8900

Jos Simson/Emily Fenton

Financial PR (United

Kingdom)

Tavistock

+44 20 7920 3150

Charmane Russell/Jane Kamau

Financial PR (South Africa)

Russell & Associates

+27 11 880 3924 or

+27 82 372 5816

Investec Bank Limited is the nominated JSE Sponsor

 

About CoAL:

CoAL is an AIM/ASX/JSE listed coal exploration, development and mining company operating in South Africa. CoAL's key projects include the Vele Colliery (coking and thermal coal), the Greater Soutpansberg Project /MbeuYashu, including CoAL's Makhado Project (coking and thermal coal).

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCFMGGRFDRGKZM
Date   Source Headline
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26th Mar 201311:15 amRNSCo-operation Agreement signed with HEI
20th Mar 20137:01 amRNSTender Offer
20th Mar 20137:00 amRNSFinal Results
15th Mar 20137:01 amRNSMakhado Hard Coking Coal quality confirmed
15th Mar 20137:00 amRNSInterim Financial Report
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4th Feb 20137:00 amRNSAppendix 3B
4th Feb 20137:00 amRNSIssue of Shares
1st Feb 20137:15 amRNSAppendix 5B
1st Feb 20137:15 amRNSReport for the quarter ended 31 December 2012
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18th Jan 20135:02 pmRNSHolding(s) in Company
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24th Dec 20127:00 amRNSPosting of Notice of Extraordinary General Meeting
14th Dec 20127:00 amRNSDirector Dealing
13th Dec 20129:00 amRNS178 Mooiplaats employees re-instated
12th Dec 20127:00 amRNSChange of Registered Office and Company Secretary
10th Dec 20127:00 amRNSResponse to Save Mapungubwe Coalition's withdrawal
7th Dec 20121:15 pmRNSDirector Share Purchase
7th Dec 20127:00 amRNSMooiplaats Strike Update
6th Dec 20129:55 amRNSAppendix 3Y
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30th Nov 20129:11 amRNSAppendix 3b
29th Nov 201212:04 pmRNSResult of AGM
29th Nov 20127:27 amRNSAppendix 3Z
29th Nov 20127:17 amRNSDirectorate Change
29th Nov 20127:00 amRNSTransfer of US$20 million received from BHE
28th Nov 20127:06 amRNSBHE confirms receipt of FIRB approval
7th Nov 201210:15 amRNSSection 189A process commences at Mooiplaats
2nd Nov 20127:00 amRNSMooiplaats Strike Action Update
1st Nov 20127:00 amRNSAppendix 5B
1st Nov 20127:00 amRNSQuarterly Report
31st Oct 201211:44 amRNSReceipt of US$20 million into escrow from BHE
31st Oct 20128:00 amRNSDespatch of Annual Report and Notice of AGM

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