Last checked at 1 Feb 2016 07:16
1 February 2016
PUBLICATION OF ADMISSION DOCUMENT AND NOTICE OF GENERAL MEETING IN RELATION TO THE RECOMMENDED OFFER FOR UNIVERSAL COAL PLC ("UNIVERSAL")
On 21 December 2015, Coal of Africa Limited (ASX, AIM, JSE: CZA) ("CoAL" or the "Company") announced that it had lodged an offer document in relation to its offer to acquire the entire issued and to be issued share capital of Universal (the "Offer"), with the Australian Securities and Investments Commission. Under the terms of the Offer, CoAL is offering to acquire each Universal share for consideration of, subject to eligibility, A$0.20 in cash and 1 new CoAL share, or a non-converting, secured loan note with a principal amount of A$0.25 per loan note (the "Acquisition").
The Board of CoAL is pleased to announce that, in connection with the Acquisition and the consequential application for admission of the Company's issued and to be issued shares to trading on AIM ("Admission") the Company has today published an AIM admission document ("Admission Document") which, among other things, contains a formal notice convening a general meeting of CoAL's shareholders ("General Meeting") to seek their approval, among other things, of the Acquisition and the associated subscription for and issue of new shares in CoALThe General Meeting will be held on 3 March 2016 at 10 a.m. at the offices of Tavistock Communications, 8th Floor, 131 Finsbury Pavement, London, EC2A 1NT, United Kingdom.
The Admission Document is available on the Company's website www.coalofafrica.com.
In connection with the publication of the Admission Document, the Company announces that Competent Person's Reports on each of CoAL and Universal's material assets have been published and are available on the Company's website. A separate announcement in respect of the Competent Person's Reports has been released by each of CoAL and Universal this morning.
Bernard Pryor, CoAL's Chairman, commented:
"We are pleased to publish the Admission Document today and notice of the General Meeting in relation to the Offer for Universal, which has built a profitable thermal coal business that generates positive cash flows despite the current depressed coal price environment. This proposed transaction creates a platform that combines producing assets and near term projects from Universal's assets with Coal of Africa's flagship medium term hard coking coal development projects.
I would like to thank our shareholders who have already shown their support. They, together with the independent idrectors of Universal, recognise the synergies of the combined business and importantly the opportunity that exists within the South African coal industry to create a leading business."
An indicative timetable of the principal events associated with the Acquisition is given below. This timetable is subject to change, and in particular CoAL advises that it intends to extend the closing date of the Offer. A formal extension of the Offer will be made and announced in due course.
Publication of the Admission Document | 1 February 2016 |
Latest time and date for receipt of Form of Proxy | 10:30 a.m. 1 March 2016 |
General Meeting | 10:30 a.m. on 3 March 2016 |
Last date for acceptance of the Offer | 3 March 2016(1) |
Expected date of issue of the New Shares | 7 March 2016(2) |
Expected Date for Admission and commencement of dealings in the Enlarged Issued Share Capital on AIM | 8 March 2016(3) |
Notes:
(1) All references to times in this timetable are to London times. Each of the dates and times in the above timetable and elsewhere in this announcement are indicative only and subject to change. Any such change will be notified by an announcement on a regulatory information service.
(2) The Company intends to extend the closing date of the Offer. A formal extension of the Offer will be sent to Universal Shareholders in due course.
(3) This date will be extended in line with the proposed extension of the closing date of the Offer.
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 Riekert | 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/ Richard Crichton | Nominated Adviser and Broker | Peel Hunt LLP
| +44 20 7418 8900 |
Robert Philpot/Dennis Tucker | Corporate Advisor | Qinisele Resources | +27 11 883 6358 |
Jos Simson/Emily Fenton | Financial PR (United Kingdom) | Tavistock | +44 20 7920 3150 |
Charmane Russell/Olwen Auret | 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).
Important Information
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CoAL as nominated adviser and broker in connection with Admission, and will not be responsible to any other person other than the Company for providing the protections afforded to customers of Peel Hunt LLP or advising any other person in connection with Admission, the contents of this announcement or any matter, transaction or arrangement referred to herein. Peel Hunt LLP has not authorised or approved the contents or any part of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt LLP by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Peel Hunt LLP does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Peel Hunt LLP with respect to the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement.
No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by the Company or Peel Hunt LLP. Neither the Company or Peel Hunt LLP takes any responsibility for, or can provide assurance as to the reliability of, other information that you might be given.
This announcement does not constitute, or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall from the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.