Last checked at 17 Jun 2016 07:00
ANNOUNCEMENT 17 June 2016
UPDATE: RECOMMENDED OFFER FOR UNIVERSAL COAL PLC
EXTENSION OF OFFER TO 15 JULY 2016
Coal of Africa Limited (ASX, AIM and JSE: CZA) (CoAL) announces an update on its recommended Offer for Universal Coal plc (Universal), announced on 26 November 2015.
Extension of Offer for Universal Coal plc
CoAL wishes to advise that it has extended the Offer Period of the Offer, such that the Closing Date is now 15 July 2016.
As announced on 31 May 2016, CoAL has entered into two subscription agreements with Hengshun Zhongsheng Group Co., Ltd and Summer Trees PTE. Ltd ("New Subscribers") pursuant to which the New Subscribers will subscribe for 229,885,058 and 114,942,529 CoAL Shares respectively at a price of US$0.0435 per CoAL Share, for total proceeds of US$15 million.
These two subscription agreements together with the previously announced M&G Subscription Agreement and HEI Subscription Agreement amount to US$23.0 million and will be used to finance the cash payable under the Offer.
Whilst CoAL is pleased to have finalised the terms of the financing detailed above (for which no further CoAL Shareholder approvals are required), it is electing to further extend the Offer until 15 July 2016, so that the Enlarged Group can ensure that it is financially in a position to advance its combined prospects following the completion of the Offer and the consequential working capital requirements for readmission of the Company's shares to trading on AIM.
As a result, prior to the Closing Date, CoAL is continuing to progress potential working capital funding opportunities with a number of third parties.
The Company intends to publish a Supplementary Admission Document prior to the readmission of the Enlarged Group.
CoAL expects the Offer to proceed according to the revised indicative timetable set out below.
The dates and times set out in the timetable below are indicative only and may change in accordance with the terms and conditions of the Offer, to the extent permitted by law and as described in the Offer Document. In particular, the period during which the Offer is open for acceptance may be further extended by CoAL (where permitted by law).
CDI Acceptance Expiry Time | 7.00pm (Sydney time) on 11 July 2016 |
Final date for receipt of TTE Instructions and Forms of Acceptance | 1.00pm (London time) on 15 July 2016 |
Closing Date of the Offer (unless the Offer Period is extended) | 1.00pm (London time) on 15 July 2016 |
Expected date by which settlement of consideration will first occur* | On or around 25 July 2016 |
Readmission of CoAL Shares to trading on AIM* | On or around 26 July 2016 |
Trading of Consideration Shares on AIM, ASX and JSE* | On or around 26 July 2016 |
* CoAL will pay the cash and/or issue the Consideration Shares and/or Loan Notes to which accepting Universal Shareholders are entitled within 14 calendar days of the date on which the Offer becomes or is declared wholly unconditional or, in relation to valid acceptances received after this date but while the Offer remains open for acceptance, within 14 calendar days of that acceptance.
The full notice of Notice of Variation is available on the Company's website (www.coalofafrica.com) and this announcement should be read in conjunction with that Notice of Variation. Universal Shareholders and CDI Holders should refer to the Offer Document for further instructions regarding how to accept the Offer
Status of Acceptances
CoAL is pleased to advise that it has now received consideration elections for the Loan Note Alternative from Universal Shareholders (including Universal CDI Holders) representing 255,299,984 Universal Shares equating to approximately 50.39% of the total number of Universal Shares in issue, including IchorCoal NV. Universal's largest shareholder who has elected for the Loan Note Alternative in respect of a portion their holding of Universal Shares.
CoAL wishes to advise that, as at the date of this Notice, it has received acceptances of the Offer from Universal Shareholders (including Universal CDI Holders) representing 477,565,397 Universal Shares, equating to approximately 94.25% of the total number of Universal Shares on issue.
Authorised by
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 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).